- Current report filing (8-K)
October 28 2008 - 8:29AM
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):
October 22,
2008
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
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20814
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(Address of Principal Executive Offices)
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(Zip Code)
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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 5.02.
Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers Compensatory
Arrangements of Certain Officers
(d) On October 22, 2008 the Board of Directors of Eagle
Bancorp, Inc. appointed Neal R. Gross to fill a newly created seat on the
Board of Directors. Mr. Gross will continue to serve as a member of the
Board of Directors of EagleBank, on which he has served since 2002. To the
knowledge of the Company, there is no arrangement or understanding between Mr. Gross
and any other person pursuant to which he was selected as a director.
Mr. Gross
is expected to be appointed to the following committees of the Board of
Directors of the Company: Options, Executive Compensation and Audit.
Mr. Gross,
65, is founder, Chairman and Chief Executive Officer of Neal R. Gross &
Co. which provides court reporting services to attorneys, the federal
government, private organizations and individuals since 1977. Mr. Gross
previously served as a director of Century Bancshares, Inc., from 1995
until its acquisition by United Bankshares, Inc. in 2001.
On
August 28, 2008, Mr. Gross purchased $1,000,000 principal amount of
the Companys 10% subordinated notes in a private offering. The terms of the
subordinated note offering were previously described in the Companys Current
Report on Form 8-K filed on September 2, 2008.
Mr. Gross
and his related persons from time to time have may have banking transactions
(potentially including loan and deposit transactions) in the ordinary course with
EagleBank. Such transactions will be in the ordinary course of business, on
substantially the same terms, including interest rates, maturities and
collateral requirements, as those prevailing at the time for comparable
transactions with non-affiliated persons and do not involve more than the
normal risk of collectability or present other unfavorable features.
Other
than eligibility for fees (including grants of options) for service as a member
of the Bank and Company Boards of Directors, as described in the Companys
proxy materials (and as subject to periodic adjustment), Mr. Gross is not
a party to any material plan, contract or arrangement entered into or
materially amended in connection his appointment to the Board of Directors of
the Company.
2
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:
October 27, 2008
3
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