<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
EAGLE BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 58-1640222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4419 COWAN ROAD
TUCKER, GEORGIA 30084-4441
(770) 908-6690
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
C. JERE SECHLER, JR.
PRESIDENT
EAGLE BANCSHARES, INC.
4419 COWAN ROAD
TUCKER, GEORGIA 30084-4441
(770) 908-6690
(Name, address, including zip code, and telephone
number, including area code of agent for service)
------------------------
Copies of Communications to:
WILLIAM L. FLOYD, ESQ.
LONG ALDRIDGE & NORMAN LLP
303 PEACHTREE STREET, SUITE 5300
ATLANTA, GEORGIA 30308-3201
(404) 527-4010
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ________________
<PAGE> 2
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [ ] ___________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Shares Amount Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be to be Price Per Share(1) Offering Registration
Registered Registered Price(1) Fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value
per share 63,643 12.875 $819,403.63 $216.32
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and registration
fee are based upon the average of the high and low prices of the Registrant's
Common Stock on April 18, 2000 as reported on the Nasdaq National Market.
------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE> 3
PROSPECTUS 63,643 SHARES
EAGLE BANCSHARES, INC.
COMMON STOCK
This Prospectus relates to the proposed offer and sale of an
aggregate of up to 63,643 shares of Common Stock of Eagle Bancshares, Inc. by
the selling shareholder identified under the caption "Selling Shareholder."
Eagle Bancshares, Inc. issued the shares to the selling shareholder in
connection with a Share Exchange Agreement among Eagle Bancshares, Inc., Eagle
Bancshares Capital Group, Inc., Brinkman Technologies, Inc. and Mark A. Brinkman
dated February 24, 2000.
Eagle Bancshares will not receive any proceeds from the sale of the
shares by the selling shareholder. Eagle Bancshares will pay the expenses of
registration of the shares, but the selling shareholder will pay any
broker-dealer commissions, discounts and fees and expenses and fees of any of
his advisors.
The selling shareholder may sell the shares from time to time on the
Nasdaq National Market or in private transactions, at prevailing market prices
or at privately negotiated prices.
The Common Stock is listed on the Nasdaq National Market under the
symbol "EBSI." On April 25, 2000, the last reported sale price of the Common
Stock on the Nasdaq National Market was $14.6250 per share.
Eagle Bancshares's principal executive offices are located at 4419
Cowan Road, Tucker, Georgia 30084-4441 and its telephone number is (770)
908-6690.
-----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
-----------------
The date of this Prospectus is April 26, 2000.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information............................ 2
Incorporation of Certain Documents by Reference................ 2
Description of Eagle Bancshares, Inc........................... 3
Use of Proceeds................................................ 4
Selling Shareholder............................................ 4
Plan of Distribution........................................... 4
Experts........................................................ 5
Legal Matters.................................................. 5
</TABLE>
References in this Prospectus to "we," "our," or "us" refer to Eagle Bancshares,
Inc. and not to the selling shareholder.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements,
and other documents with the Securities and Exchange Commission. You may read
and copy such reports, proxy statements, information statements and obtain other
information from the Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You should call 1-800-SEC-0330 for more
information on the operation of the Public Reference Room. The Commission
maintains an Internet site at where reports, proxy and information statements,
and other information regarding issuers that file electronically, including
Eagle Bancshares, may be found.
This Prospectus is part of a registration statement that we filed with
the Commission and omits certain information contained in the registration
statement as permitted by the Commission. Additional information regarding Eagle
Bancshares and the Common Stock is contained in the registration statement on
Form S-3 (of which this Prospectus forms a part), including certain exhibits and
schedules. You can obtain a copy of the registration statement from the
Commission at the street address or Internet site listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" into this
Prospectus information we file with the Commission. This allows us to disclose
important information to you by referring to other documents that we filed with
the Commission (including documents we file with the Commission after the date
of this Prospectus) that contain that information. We incorporate by reference
the documents listed below as of their respective dates, except to the extent
information in those documents differs from information contained in this
Prospectus:
(1) Annual Report on Form 10-K for the year ended March 31, 1999;
(2) Quarterly Reports on Form 10-Q for the quarters ended June 30,
1999, September 30, 1999 and December 31, 1999; and
(3) The description of the Common Stock as contained in our
Registration Statement on Form 8-A (Commission File No.
0-14379) as filed with the Commission on April 4, 1986.
In addition, we incorporate by reference any future filings that we
make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934. The information contained in the future
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<PAGE> 5
filings that we make with the Commission will automatically update and supercede
the information contained or incorporated by reference in this Prospectus.
You may request a copy of the above documents, at no cost, by written
or oral request. We also will provide, upon request and without charge, a copy
of our latest Annual Report. Written or telephonic requests should be directed
to:
Office of Corporate Secretary
Eagle Bancshares, Inc.
4419 Cowan Road
Tucker, Georgia 30084-4441
Telephone number: (770) 908-6690
You should only rely on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone to
provide you with information that is different, and, if given or made, such
information must not be relied upon as having been authorized by Eagle
Bancshares. The selling shareholder cannot offer any of these shares in any
state where the offer is not permitted. You should not assume that the
information in this Prospectus or any supplement is accurate as of any date
other than the date on the front of the respective document
This Prospectus and the documents incorporated by reference in this
Prospectus contain certain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, which represent our expectations or beliefs. When used in
this Prospectus or in the documents incorporated by reference, the words "may,"
"could," "should," "would," "believe," "anticipate," "estimate," "expect,"
"intend," "plan" and similar terms and/or expressions are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, certain of which are beyond our control. We caution
that various factors in this Prospectus and those discussed in our filings with
the Commission, as well as general economic conditions and industry trends,
could cause actual results or outcomes to differ materially from those expressed
in any of our forward-looking statements. Any forward-looking statement speaks
only as of the date of this Prospectus or the documents incorporated by
reference, and we undertake no obligation to update any forward-looking
statements to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of an unanticipated event. New
factors emerge from time to time, and it is not possible for us to predict all
such factors. Further, we cannot assess the impact of each such factor on our
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking
statements.
DESCRIPTION OF EAGLE BANCSHARES, INC.
Eagle Bancshares, Inc. is a unitary savings and loan holding company
headquartered in Tucker, Georgia. We own and operate Tucker Federal Bank, Eagle
Real Estate Advisors, Inc., and Eagle Bancshares Capital Group, Inc. Tucker
Federal Bank is a federally chartered stock savings and loan association
organized in 1956 and based in Tucker, Georgia. The Bank serves the metropolitan
Atlanta area through its full service branch offices. The Bank's deposits are
federally insured by the Savings Association Insurance Fund of the Federal
Deposit Insurance Corporation. The Bank has two subsidiaries, Prime Eagle
Mortgage Corporation and Eagle Service Corporation.
As a unitary thrift holding company, we are permitted, under current
regulations, to engage in activities that bank holding companies cannot. We are
engaged in four lines of business through our subsidiaries:
- community banking
- mortgage banking
- mezzanine financing
- real estate activities
Our principal executive offices are located at 4419 Cowan Road, Tucker,
Georgia 30084-4441, and our telephone number is (770) 908-6690.
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<PAGE> 6
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares.
The selling shareholder will receive and retain all of the proceeds from the
sale of the shares.
SELLING SHAREHOLDER
The selling shareholder is Mark A. Brinkman, an individual resident of
the State of Texas (or, his successors-in-interest described below under "Plan
of Distribution"). The selling shareholder has not had any prior relationship
with Eagle Bancshares or any of our affiliates. All of the 63,643 shares offered
hereby (1.13% of the 5,637,135 presently outstanding shares of Eagle Bancshares
as of April 14, 2000) are being offered for the account of Mark A. Brinkman. The
selling shareholder acquired the shares pursuant to a share exchange agreement
among Eagle Bancshares, Inc., Eagle Bancshares Capital Group, Inc., Brinkman
Technologies, Inc. and Mark A. Brinkman, dated February 24, 2000. We will not
receive any of the proceeds from the sale of the shares by the selling
shareholder. As of April 14, 2000, the selling shareholder beneficially owned
63,643 shares of our common stock. At the completion of sale, assuming all of
his shares are sold, the selling shareholder will own no shares of our common
stock. The selling shareholder may have sold, transferred or otherwise disposed
of all or a portion of his shares in transactions exempt from the registration
requirements of the Securities Act of 1993, as amended, since the date hereof.
PLAN OF DISTRIBUTION
We are registering the shares of Common Stock on behalf of the selling
shareholder. As used herein, "selling stockholder" includes donees and pledgees
selling shares received from the selling stockholder after the date of this
Prospectus. We will pay all costs, expenses and fees related to the registration
of the shares. The selling shareholder will pay all brokerage commissions and
similar selling expenses, if any, incurred in connection with the sale of the
shares. The selling shareholder may sell the shares from time to time in one or
more types of transactions (which may include block transactions) on the Nasdaq
National Market, in negotiated transactions, or a combination of such methods of
sale, at market prices prevailing at the time of sale, or at negotiated prices.
Such transactions may or may not involve brokers or dealers. The selling
shareholder has advised us that he has not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of his securities, nor is there any underwriter or coordinating broker
acting in connection with the proposed sale of shares by the selling
shareholder.
The selling shareholder may effect transactions by selling shares
directly to purchasers or to or through broker-dealers. In the event that the
selling stockholder does not intend to effect the sale of the shares through a
broker-dealer, the selling stockholder must notify us in advance of any intended
transaction so we can determine compliance with applicable federal and state
securities laws. After we notify the selling stockholder that the transaction
may proceed, the selling stockholder may sell the shares. If necessary, we may
file with the Commission a supplemental prospectus which describes the method of
sale in greater detail pursuant to Rule 424(c) under the Securities Act of 1933.
In effecting sales, broker-dealers engaged by the selling shareholder and/or
purchasers of the shares may arrange for other broker-dealers to participate.
Broker-dealers may receive commissions, concessions or discounts from the
selling shareholder and/or the purchasers of the shares in amounts to be
negotiated prior to the sale (and which might be in excess of customary
commissions). In addition, any shares covered by this
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Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
of 1933 may be sold under Rule 144 rather than pursuant to this Prospectus.
The selling shareholder and any broker-dealers who act in connection
with the sale of the shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, and any commissions or
other compensation received by them and any profit on any resale of the shares
sold by them while acting as principals might be deemed to be underwriting
discounts and commissions under the Securities Act of 1933.
Because the selling shareholder may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act of 1933, the selling
shareholder will be subject to the prospectus delivery requirements of the
Securities Act of 1933. We have informed the selling shareholder that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934 may apply to his sales in the market.
Upon Eagle Bancshares being notified by the selling shareholder that
any material arrangement has been entered into with a broker-dealer for the sale
of shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker-dealer, a supplement to this
Prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act of 1933, disclosing (i) the name of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the price at which
such shares were sold, (iv) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction. In addition, upon our being notified by a selling
shareholder that a donee or pledgee intends to sell more than 500 shares, a
supplement to this Prospectus will be filed.
EXPERTS
The audited financial statements incorporated by reference in this
registration statement have been audited by Arthur Andersen LLP, independent
public accounts, as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said report.
LEGAL MATTERS
Long Aldridge & Norman LLP, Atlanta, Georgia, has passed upon certain
legal matters regarding the shares offered by this Prospectus.
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<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 216.32
Nasdaq National Market Additional Listing Fee............... 2,000
Accounting Fees and Expenses................................ 3,000
Legal Fees and Expenses..................................... 7,500
Printing Expenses........................................... 1,000
Miscellaneous Expenses...................................... 500
Total........................................... $ 14,216.32
</TABLE>
The foregoing items, except for the Securities and Exchange Commission
registration fee, are estimated. We will pay all of the above expenses. The
selling shareholder will pay his own expenses, including expenses of his own
counsel, broker or dealer fees, discounts and expenses, and all transfer and
other taxes on the sale of the shares.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14-2-202(b)(4) of the Georgia Business Corporation Code
provides that a corporation's articles of incorporation may include a provision
that eliminates or limits the personal liability of directors for monetary
damages to a corporation or its shareholders for breach of their fiduciary
duties as directors. The Section does not, however, authorize a corporation to
eliminate or limit the liability of a director for appropriating, in violation
of his or her duties, any business opportunity of the corporation, engaging in
intentional misconduct or a knowing violation of law, obtaining an improper
personal benefit, or authorizing a dividend, stock repurchase or redemption,
distribution of assets or other distribution in violation of Section 14-2-640 of
the Georgia Business Corporation Code or the articles of incorporation of the
corporation. Section 14-2-202(b)(4) also does not eliminate or limit the right
of a corporation or any shareholder to seek an injunction, a rescission or any
other equitable (non-monetary) relief in the event of a breach of a director's
fiduciary duty. In addition, Section 14-2-202(b)(4) applies only to claims
against a director arising out of his or her role as a director and does not
relieve a director from liability arising from his or her role as an officer or
in any other capacity. Article XVIII of our Articles of Incorporation eliminates
the personal monetary liability of directors of the Company to the full extent
allowed by Section 14-2-202(b)(4).
As permitted by the Georgia Business Corporation Code, our Articles
of Incorporation provide for the indemnification of both directors and officers
for liability incurred by them in connection with any civil, criminal,
administrative or investigative action, suit or proceeding (other than actions
brought as derivative actions by or in the right of a corporation) in which they
may become involved by reason of their capacities as director and officers. The
Articles also provide such indemnity for directors and officers who, at our
request, act as directors, officers, employees or agents of another corporation,
partnership, joint venture, trust, or other enterprise. The Articles permit
indemnification if a director or officer acted in a manner which he or she
reasonably believed to be in or not opposed to our best interests and, in
addition, in criminal actions, if he or she had no reasonable cause to believe
his or her conduct to be unlawful. If the required standard of conduct is met,
indemnification may include judgments, settlements, penalties, fines or
reasonable expenses (including attorney's fees) incurred with respect to a
proceeding; provided, however, that indemnification of a director or officer in
connection with a proceeding by or in the right of Eagle Bancshares is limited
to reasonable expenses incurred in connection with the derivative proceeding;
and
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provided, further, that if a director or officer is adjudged liable on the basis
that a personal benefit was improperly received, the director or officer will
only be entitled to such indemnification for reasonable expenses as a court
finds to be proper in accordance with the provisions of Section 14-2-854 of the
Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides
that directors and officers who are successful with respect to any claim against
them are entitled to indemnification against reasonable expenses as of right. On
the other hand, if the charges made in any action are sustained, the
determination of whether the required standard of conduct has been met will be
made, in accordance with the provisions of Georgia Business Corporation Code
Section 14-2-855, by either the Board of Directors or a committee thereof,
acting by disinterested members, by special legal counsel or by the
shareholders, but shares owned by or voted under the control of directors
seeking indemnification may not be voted.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS. The following exhibits are filed as part of this
registration statement.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
5 Opinion of Long Aldridge & Norman LLP.
23.1 Consent of Long Aldridge & Norman LLP (included in the
Opinion filed as Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included in signature page to this
Registration Statement).
</TABLE>
(b) FINANCIAL STATEMENT SCHEDULES. Not applicable.
ITEM 17. UNDERTAKINGS
A. RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of Securities offered (if the total dollar
value of Securities offered would not exceed that which
was registered)
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and any deviation from the low or high end of the
estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
and
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
Securities offered therein, and the offering of such Securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the Securities being registered
which remain unsold at the termination of the offering.
B. INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the Securities offered
therein, and the offering of such Securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. ACCELERATION OF EFFECTIVENESS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the Securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tucker, State of Georgia, on April 26, 2000.
EAGLE BANCSHARES, INC.
(Registrant)
By: /s/ C. Jere Sechler, Jr.
---------------------------------
C. Jere Sechler, Jr.
President and Chairman of the Board
(principal executive officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints C. Jere Sechler, Jr. and Richard B.
Inman, Jr., and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ C. Jere Sechler, Jr. Chairman of the Board and April 26, 2000
- ----------------------------------- Director
C. Jere Sechler, Jr.
/s/ Walter C. Alford
- ----------------------------------- Director April 26, 2000
Walter C. Alford
/s/ Richard J. Burrell
- ----------------------------------- Director April 26, 2000
Richard J. Burrell
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Richard B. Inman, Jr.
- ----------------------------------- Director, Secretary and Treasurer April 26, 2000
Richard B. Inman, Jr.
/s/ Weldon A. Nash, Jr.
- ----------------------------------- Director April 26, 2000
Weldon A. Nash, Jr.
/s/ George G. Thompson
- ----------------------------------- Director April 26, 2000
George G. Thompson
/s/ William F. Waldrop
- ----------------------------------- Director April 26, 2000
William F. Waldrop
</TABLE>
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
5 Opinion of Long Aldridge & Norman LLP.
23.1 Consent of Long Aldridge & Norman LLP (included
in the Opinion filed as Exhibit 5).
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included in signature page to
this Registration Statement).
</TABLE>
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<PAGE> 1
Exhibit 5
[LONG ALDRIDGE & NORMAN LLP LETTERHEAD]
April 25, 2000
Eagle Bancshares, Inc.
4419 Cowan Road
Tucker, Georgia 30084-4441
Re: Eagle Bancshares, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Eagle Bancshares, Inc., a Georgia
corporation (the "Company"), in connection with a Registration Statement on Form
S-3 (the "Registration Statement") and the filing thereof with the Securities
and Exchange Commission for the registration of shares of common stock of the
Company owned of record by Mark A. Brinkman (the "Selling Shareholder").
Pursuant to the Registration Statement, the Company intends to register under
the Securities Act of 1933, as amended, 63,643 shares (the "Shares") of common
stock, par value $1.00 per share, of the Company.
The opinion hereinafter set forth is given to the Company pursuant to
Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K. The only opinion
rendered by this firm consists of the matter set forth in numbered paragraph (1)
below (our "Opinion"), and no opinion is implied or to be inferred beyond such
matter. Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this letter.
Our Opinion is furnished for the benefit of the Company solely with
regard to the Registration Statement, may be relied upon by the Company only in
connection with the Registration Statement and may not otherwise be relied upon,
used, quoted or referred to by or filed with any other person or entity without
our prior written permission.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
Company's Articles of Incorporation and Bylaws, as amended, and minutes of
proceedings of the Board of Directors and shareholders of the Company. In making
all of our examinations, we assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, and the due
execution and delivery of all documents by any
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Eagle Bancshares, Inc.
Page 2
April 25, 2000
persons or entities where due execution and delivery by such persons or entities
is a prerequisite to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of an officer of
the Company and a certificate of a public official. We have not independently
verified or investigated, nor do we assume any responsibility for, the factual
accuracy or completeness of such factual statements.
Members of this firm are admitted to the Bar of the State of Georgia
and are duly qualified to practice law in that state. We do not herein express
any opinion concerning any matter respecting or affected by any laws other than
the Georgia Business Corporation Code that is now in effect and that, in the
exercise of reasonable professional judgment, normally are considered in matters
such as the validity of the Shares. The Opinion hereinafter set forth is based
upon pertinent laws and facts in existence as of the date hereof, and we
expressly disclaim any obligation to advise you of changes to such pertinent
laws or facts that hereafter may come to our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(1) The Shares are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the Registration Statement.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/ Leonard A. Silverstein
--------------------------
Leonard A. Silverstein
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 15, 1999
included in Eagle Bancshares, Inc.'s Form 10-K for the year ended March 31,
1999 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
April 21, 2000
