BETHESDA, Md., July 25 /PRNewswire-FirstCall/ -- Eagle Bancorp, Inc. (the 'Company') (Nasdaq: EGBN), the parent company of EagleBank, today announced that its Board of Directors has authorized proceeding with the preparation of a registration statement to be filed with the Securities and Exchange Commission for an offering of up to $30 million of noncumulative convertible perpetual preferred stock. The offering is expected to be made primarily to the Company's shareholders following consummation of the pending transaction with Fidelity & Trust Financial Corporation, in a manner that would allow shareholders of both companies to maintain their proportionate interest in the post-merger Company.

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The dividend rate, the number of shares of common stock into which the preferred stock will be convertible, the offering price per share and other terms and conditions of the preferred stock have not yet been established, and will be determined based upon market conditions at the time of the offering. The record date for determining the shareholders entitled to participate in the offering has not yet been established. The offering is expected to commence in the latter part of the third quarter and after the pending merger transaction is completed.

Both the Company and EagleBank were considered to be well capitalized as of June 30, 2008. The additional capital provided by the offering will be used to support the continued growth of EagleBank following completion of the Fidelity & Trust transaction. It is intended that the preferred stock qualify as tier one capital for regulatory purposes.

In addition, the Board of Directors of the Company has determined that in order to further strengthen capital, the Company will discontinue the payment of cash dividends on the common stock at this time. The Company announced plans to declare a 10% stock dividend after the completion of the Fidelity & Trust transaction. The record and payable dates for the stock dividend have not been determined.

Ronald D. Paul, Chairman and Chief Executive Officer of the Company said 'EagleBank is a steadily growing, profitable company. It is seeing significant asset and market share growth opportunities both as a result of the Fidelity transaction and the disruption in the market and business banking relationships caused by the current economic conditions.' Mr. Paul continued, 'We wish to raise capital to support this continued growth and to maintain a strong and sound financial position.