- Current report filing (8-K)
16 September 2009 - 12:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
September 15,
2009
Eagle Bancorp, Inc.
(Exact name of registrant as specified in its
charter)
Maryland
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0-25923
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52-2061461
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(State or other jurisdiction
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(Commission file number)
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(IRS Employer
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of incorporation)
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Number)
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7815 Woodmont Avenue, Bethesda, Maryland 20814
(Address
of Principal Executive Offices) (Zip Code)
Registrants
telephone number, including area code:
301.986.1800
Check
the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive
Agreement
On September 15,
2009, Eagle Bancorp, Inc. (the Company) and its wholly-owned subsidiary,
EagleBank (the Bank), entered into an underwriting agreement (the Underwriting
Agreement) with Sandler ONeill + Partners, L.P., as underwriter, to issue and
sell 5,853,600 shares of the Companys common stock, par value $0.01 per share
(Common Stock), at a public offering price of $8.20 per share in an
underwritten public offering (the Offering). As part of the Offering, the
Company granted the underwriter a 30-day option to purchase up to an additional
878,040 shares of Common Stock to cover over-allotments, if any. The
underwriting discounts and commissions were $0.492 per share on shares
purchased by the public and $0.164 per share on shares purchased by the Companys
and Banks directors, executive officers and employees. The net proceeds of the
Offering, after underwriting discounts and expenses, and without exercise of
the underwriters over-allotment option, will be approximately $45.0 million,
assuming the purchase of 542,881 shares by directors, executive officers and
employees.
The
Underwriting Agreement contains customary representations, warranties and
covenants among the parties as of the date of entering into such Underwriting
Agreement. These representations, warranties
and covenants are not factual information to investors about the Company or the
Bank. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference. The
description of the material terms of the Underwriting Agreement is qualified in
its entirety by reference to such exhibit.
Pursuant
to the Underwriting Agreement, directors and executive officers of the Company
and Bank entered into agreements in substantially the form included as an
exhibit to the Underwriting Agreement providing for a 90-day lock-up period
with respect to sales of specified securities, subject to certain exceptions.
The
shares of Common Stock were registered under the Securities Act of 1933, as
amended, pursuant to a shelf registration statement on Form S-3
(Registration No. 333-160956) declared effective by the Securities and
Exchange Commission on August 7, 2009 (the Registration Statement). The
offer and sale of the Shares are described in the Companys prospectus,
constituting a part of the Registration Statement, as supplemented by a final
prospectus supplement dated September 15, 2009.
Item 8.01 Other Events
On September 16,
2009, the Company issued a press release announcing the pricing of the public
offering, a copy of which is included as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a)
Financial Statements of Business Acquired.
Not applicable.
(b)
Pro Forma Financial Information. Not
applicable.
(c)
Shell Company Transactions. Not
applicable.
(d)
Exhibits.
1.1 Underwriting Agreement
5.1 Opinion of Kennedy & Baris,
LLP
23.1 Consent of Kennedy & Baris,
LLP (included in Exhibit 5.1)
99.1 Press Release dated September 16,
2009
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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EAGLE BANCORP, INC.
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By:
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/s/ Ronald D. Paul
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Ronald D. Paul,
President, Chief Executive Officer
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Dated:
September 15, 2009
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3
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