-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V1k1Yjslr5aPhLrmkA0vtCj4S+HLh/ramy+YaUCbkNhCujSMQwqjvnzLirApo7mf s564O1DW5vxuVAAmcCcQrA== 0001104659-08-066082.txt : 20081028 0001104659-08-066082.hdr.sgml : 20081028 20081028082859 ACCESSION NUMBER: 0001104659-08-066082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081022 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20081028 DATE AS OF CHANGE: 20081028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE BANCORP INC CENTRAL INDEX KEY: 0001050441 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 522061461 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25923 FILM NUMBER: 081143504 BUSINESS ADDRESS: STREET 1: 7815 WOODMONT AVENUE CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019861800 MAIL ADDRESS: STREET 1: 7815 WOODMONT AVENUE CITY: BETHESDA STATE: MD ZIP: 20814 8-K 1 a08-26929_18k.htm 8-K

 

 

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

 

0-25923

 

52-2061461

(State or other jurisdiction

 

(Commission file number)

 

(IRS Employer

of incorporation)

 

 

 

Number)

 

7815 Woodmont Avenue, Bethesda, Maryland

 

20814

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s 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 Company’s 10% subordinated notes in a private offering. The terms of the subordinated note offering were previously described in the Company’s 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 Company’s 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.

 

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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.

 

 

EAGLE BANCORP, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ronald D. Paul

 

 

Ronald D. Paul, President, Chief Executive Officer

 

Dated: October 27, 2008

 

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