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Eagle Bancorp 8-K 2008

Documents found in this filing:

  1. 8-K
  2. Ex-3.1
  3. Ex-3.1




Washington, DC 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 15, 2008


Eagle Bancorp, Inc.

 (Exact name of registrant as specified in its charter)







(State or other jurisdiction
of incorporation)


(Commission file number)


(IRS Employer


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):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)




Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)




Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))




Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.03               Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year


                On July 15 2008, Eagle Bancorp, Inc. (the “Company”) filed articles of amendment to the Company’s Articles of Incorporation, increasing the number of authorized shares of common stock from 20 million to 50 million.  The amendment was approved by the Company’s shareholders at the Annual Meeting of Shareholders held on May 22, 2008.  The amendment, effective immediately, amends and restates Article III of the Articles of Incorporation read in its entirety as follows:


“ARTICLE III.  Capital Stock.  The number of shares of stock of all classes which the Corporation shall have authority to issue is fifty one million (51,000,000), fifty million (50,000,000) of which shall be Common Stock, par value $.01 per share and one million (1,000,000) of which shall be preferred stock, par value $.01 per share, and the aggregate par value of all shares of all classes of stock is $510,000.  The Board of  Directors, by action of a majority of the full Board of Directors, shall have the authority to issue the shares of preferred stock from time to time on such terms as it may determine, and to divide the preferred stock into one or more classes or series, and, in connection with the creation of such classes or series to fix by resolution or resolutions the designations, voting powers, preferences, participation, redemption, sinking fund, conversion, dividend, and other optional or special rights of such classes or series, and the qualifications, limitations or restrictions thereof.”


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.


                3.1           Articles of Incorporation of Eagle Bancorp, Inc. as amended




                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.












/s/ Ronald D. Paul



Ronald D. Paul, President, Chief Executive Officer


Dated: July 16, 2008



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