As filed
with the Securities and Exchange Commission on May 13,
2010 Registration No. 333-__________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER THE
SECURITIES ACT OF 1933
SANDY
SPRING BANCORP, INC.
(exact
name of registrant as specified in its certificate of
incorporation)
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MARYLAND
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52-1532952
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(state
or other jurisdiction of
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(IRS
Employer Identification No.)
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incorporation
or organization)
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17801
Georgia Avenue
Olney,
Maryland 20832
(301)774-6400
(Address,
including zip code, and telephone
number,
including area code, of registrant's principal executive offices)
SANDY
SPRING BANCORP, INC. DIRECTOR STOCK PURCHASE PLAN,
AS
AMENDED AND RESTATED
(Full Title of the
Plan(s))
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Ronald
E. Kuykendall, Esq.
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Copies
to:
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Executive
Vice President,
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Aaron
M. Kaslow, Esq.
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General
Counsel and Secretary
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Thomas
P. Hutton, Esq.
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Sandy
Spring Bancorp, Inc.
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Kilpatrick
Stockton LLP
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17801
Georgia Avenue
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607
14th Street, N.W.
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Olney,
Maryland 20832
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Washington,
DC 20005
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(301)774-6400
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(202)
508-5800
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(Name,
address, including zip code, and
telephone
number,
including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check One):
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Large
accelerated filer
o
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Non-accelerated
filer
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(Do
not check if a smaller reporting company)
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Smaller
reporting company
o
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CALCULATION
OF REGISTRATION FEE
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Title
of each Class of
Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum Offering Price Per Share
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Proposed
Maximum Aggregate Offering Price
(2)
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Amount
of Registration
Fee
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Common
Stock
$1.00
Par Value
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30,000
Shares
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$18.00
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$540,000
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$39.00
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(1)
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Together
with an indeterminate number of additional shares which may be necessary
to adjust the number of shares reserved for issuance pursuant to the Sandy
Spring Bancorp, Inc. Director Stock Purchase Plan, as amended and
restated (the “Director Stock Purchase Plan”) as the result of
a stock split, stock dividend or similar adjustment of the outstanding
common stock of the Registrant pursuant to 17 C.F.R. §
230.416(a).
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(2)
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Estimated
solely to calculate the amount of the registration
fee. Pursuant to Rule 457(c) under the Securities Act of
1933, as amended (the “Securities Act”), the price per share is estimated
to be $18.00
based upon the average of the high and how prices of the
Registrant’s common stock, $1.00 par value per share as
reported on the Nasdaq Global Select Market on May 12,
2010.
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This
Registration Statement shall become effective immediately upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended (the
"Securities Act"), and 17 C.F.R. §230.462.
EXPLANATORY
NOTE
This registration statement is being
filed solely to register 30,000 additional shares of Sandy Spring Bancorp, Inc.
common stock for the Sandy Spring Bancorp, Inc. Director Stock Purchase
Plan. The additional shares are additional securities of the same
class as the securities for which a registration statement on Form S-8
(Registration No. 333-117330) was filed with the Securities and Exchange
Commission on July 13, 2004. Accordingly, the content of such earlier
registration statement is hereby incorporated by reference in this registration
statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. List of Exhibits
The following exhibits are filed with
or incorporated by reference into this Registration Statement on Form S-8
(numbering corresponds generally to Exhibit Table in Item 601 of Regulation
S-K):
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4
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Sandy
Spring Bancorp, Inc. Director Stock Purchase Plan, as amended and
restated.*
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5
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Opinion
of Kilpatrick Stockton LLP, Washington, DC, as to the legality of the
Common Stock registered hereby.
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23.1
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Consent
of Kilpatrick Stockton LLP (contained in the opinion included as Exhibit
5).
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23.2(a)
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Consent
of
Grant
Thornton LLP.
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23.2(b)
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Consent
of McGladrey & Pullen LLP
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24
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Power
of Attorney.
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*
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Management
Contract or Compensation Plan or
Arrangement.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Sandy Spring Bancorp, Inc.
hereby certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Olney, State of Maryland, on May 13,
2010.
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SANDY SPRING BANCORP,
INC.
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By:
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*
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Daniel
J. Schrider
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President,
Chief Executive Officer and Director
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Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
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Name
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Title
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Date
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*
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President, Chief Executive
Officer
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Daniel J. Schrider
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and Director
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(Principal Executive
Officer)
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*
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Executive Vice President
and
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Philip J. Mantua
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(Principal Financial and Accounting
Officer)
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*
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Director, Chairman of the
Board
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Robert L. Orndorff, Jr.
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*
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Mark E. Friis
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*
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Susan D. Goff
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*
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Solomon Graham
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*
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Gilbert L. Hardesty
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*
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Pamela A. Little
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*
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David E. Rippeon
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*
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Craig A. Ruppert
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*
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Lewis R. Schumann
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*
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Dennis A. Starliper
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*
Pursuant to the power of attorney filed herewith as Exhibit
24.
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/s/ Ronald E.
Kuykendall
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May 13, 2010
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Ronald E. Kuykendall
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Attorney-in-Fact
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Method
of Filing
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4
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Sandy
Spring Bancorp, Inc. Director Stock Purchase Plan, as amended and
restated.
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Filed
herewith.
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5
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Opinion
of Kilpatrick Stockton LLP as to
the
legality of the Common Stock to be
issued.
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Filed
herewith.
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23.1
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Consent
of Kilpatrick Stockton LLP
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Contained
in the Opinion
included
in Exhibit 5.0.
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23.2(a)
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Consent
of Grant Thornton LLP
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Filed
herewith.
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23.2(b)
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Consent
of McGladrey & Pullen LLP
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Filed
herewith
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24
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Power
of Attorney
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Located
on the signature page.
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Exhibit
4
SANDY
SPRING BANCORP, INC.
DIRECTORS’
STOCK PURCHASE PLAN,
AS
AMENDED AND RESTATED
1.
PURPOSE OF THE PLAN. The purpose of the Sandy Spring Bancorp, Inc. Directors’
Stock Purchase Plan is to provide a convenient means for Directors of Bancorp to
acquire shares of Bancorp’s Common Stock at market value. The Plan was
implemented effective December 31, 2003, and is amended and restated in its
entirety effective April 28, 2010.
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a.
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“Board”
means the Board of Directors of the
Bancorp.
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b.
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“Business
Day” means a day on which the New York Stock Exchange is open for regular
trading.
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c.
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“Code”
means the Internal Revenue Code of 1986, as
amended.
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d.
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“Committee”
means the Directors’ Stock Purchase Plan Committee appointed by the
Board.
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e.
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“Common
Stock” means Bancorp’s Common Stock, par value $1.00 per
share.
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f.
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“Director”
means a member of Bancorp’s Board.
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g.
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“Bancorp”
means Sandy Spring Bancorp, Inc.
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h.
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“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time, and any successor thereto.
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i.
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“Fair
Market Value” means, with respect to a share of Common Stock, the Fair
Market Value of the stock as defined by Nasdaq listing standards to be the
consolidated closing bid price as reported by Nasdaq on the Purchase Date,
if such a date is a Business Day, or the immediately preceding Business
Day, if such date is not a Business Day. In the absence of an
established market for Common Stock, the Fair Market Value of a share of
Common Stock shall be determined in good faith by the
Board.
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j.
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“Plan”
means the Sandy Spring Bancorp, Inc. Directors’ Stock Purchase Plan, as
amended and restated.
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k.
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“Plan
Start Date” means December 31,
2003.
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l.
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“Purchase
Date” means the date that checks for the Retainer are issued by Bancorp,
or if no such checks are issued, the date of the May meeting of the
Board.
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m.
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“Retainer”
means the annual retainer paid to Directors for service on the
Board.
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n.
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“Rule
16b-3” means Rule 16b-3 under the Exchange
Act.
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a. Subject
to other limitations provided in this Plan, a Director may elect to receive from
50% to 100% of his or her annual retainer in shares of Stock. Elections shall be
made, on a form supplied by Bancorp, on or before December 31 of each year
applicable to the Retainer received in the following year, provided that an
election may be made within thirty days after the date that a Director first
takes office with respect to the next Retainer payable to the
Director.
b. A
Director may not revoke his or her election.
c. The
Plan is not intended to provide a deferral of Director compensation for state or
federal income tax purposes. Amounts of fees that a Director has elected to
defer pursuant to a Director’s Fee Deferral Agreement may not be used to
purchase shares under this Plan. An election under this Plan to purchase shares
under this Plan does not act to revoke an election made pursuant to a Director’s
Fee Deferral Agreement.
4. PURCHASE
PRICE, AND NUMBER OF SHARES ISSUED. The purchase price of each share of Common
Stock sold pursuant this Plan shall be the Fair Market Value of the Common Stock
on the Purchase Date. The number of shares issued to a Director with respect to
a Retainer shall be determined by dividing the dollar amount of the percentage
of the Retainer elected under the Plan, rounded down to the nearest whole share.
No fractional shares shall be issued under the Plan.
5. DELIVERY.
The Plan will not hold shares on behalf of any Director. All Shares of Common
Stock issued under this plan will be evidenced by certificates containing a
legend in a form satisfactory to Bancorp stating that the shares have been
issued to an affiliate of Bancorp.
6. TAX
WITHHOLDING. At the time the Common Stock is issued to a Director under the
Plan, the Director must make adequate provision for Bancorp’s federal, state or
other tax withholding obligations, if any, that may arise upon such issuance. At
any time, Bancorp may, but shall not be obligated to, withhold from a Director’s
compensation the amount necessary for Bancorp to meet applicable withholding
obligations, including any withholding required to make available to Bancorp any
tax deductions attributed to the issuance of the shares of Stock under this
Plan.
7. NO
ASSIGNMENT OF DIRECTOR’S INTEREST IN PLAN. A Director may not assign, sell,
transfer, pledge, hypothecate or alienate any rights or interests in or under
the Plan. A Director’s death will act to revoke an election under this Plan with
respect to any Retainer not yet paid.
8. VESTING,
RIGHTS, AND PRIVILEGES. All Directors shall have the same rights and privileges
under the Plan. Directors shall have no interest or voting rights in shares of
Common Stock covered by this Plan until such shares have been issued to the
Director. Each Director will immediately acquire full ownership of all shares of
Common Stock at the time such shares are issued.
9. NO
INTEREST OR FEES PAID. No fees will be payable by any Director with respect to
participation in this Plan. No interest will be paid to or credited to the a
Director under this Plan.
10. CONDITIONS
UPON ISSUANCE OF COMMON STOCK.
a.
The issuance of shares to each Director pursuant to this Plan shall be subject
to the annual approval of the Board in the manner required to qualify for an
exemption pursuant to Rule 16b-3 under the Exchange Act.
b. Notwithstanding
anything herein to the contrary, Bancorp’s obligation to issue shares of Common
Stock under the Plan is subject to the approval required of any governmental
authority in connection with the authorization, issuance, sale or transfer of
such shares, to any requirements of Nasdaq or any national securities exchange
applicable thereto, and to compliance by Bancorp with other applicable legal
requirements in effect from time to time., including without limitation any
applicable tax withholding requirements.
c. As
a condition to the issuance of shares to a Director under this Plan, Bancorp may
require the Director to represent and warrant at the time of such exercise that
the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel of
Bancorp, such representation is appropriate under applicable law.
11. THE
COMMITTEE. The Plan shall be administered by the Committee, which shall consist
of not less than three (3) Directors appointed by the Board. Members of the
Committee shall be Non-Employee Directors within the meaning of Rule 16b-3, and
shall serve at the pleasure of the Board. A majority of the entire Committee
shall constitute a quorum and the action of a majority of the members present at
any meeting at which a quorum is present, or acts approved in writing by a
majority of the Committee without a meeting, shall be deemed the action of the
Committee. In the absence at any time of a duly appointed Committee, the Plan
shall be administered by the Board. The Committee shall be entitled to adopt and
apply guidelines and procedures consistent with the purposes of the Plan. In
order to effectuate the purposes of the Plan, the Committee shall have the
discretionary authority to construe and interpret the Plan, to supply any
omissions therein, to reconcile and correct any errors or inconsistencies, to
decide any questions in the administration and application of the Plan, and to
make equitable adjustments for any mistakes or errors made in the administration
of the Plan, and all such actions or determinations made by the Committee, and
the application of rules and regulations to a particular case or issue by the
Committee, in good faith, shall not be subject to review by anyone, but shall be
final, binding and conclusive on all persons ever interested
hereunder.
12. SHARES
ISSUABLE UNDER THE PLAN. The maximum number of shares which may be available
under the Plan, subject to adjustment upon changes in Common Stock as described
in this Section shall be 45,000 shares. If, on a given Purchase Date, the number
of shares to be issued under this Plan exceeds the number of shares available
under the Plan, Bancorp shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and it
shall determine to be equitable, and the balance of the Retainer shall paid to
the Director as promptly as possible. If any change is made in the Common Stock
(through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, revise stock split,
liquidating dividend, combination of shares, exchange of shares, change
incorporate structure or otherwise), the Committee may make appropriate
adjustments in (a) the number of shares and price per share of Common Stock
subject to the Plan, and (b) the number of shares of Common Stock that have been
authorized under the Plan but not yet issued.
13. AMENDMENT,
SUSPENSION, OR TERMINATION OF PLAN Bancorp, acting through the Committee,
reserves the right to amend, suspend, or terminate the Plan at any time or
times; provided, however, any amendment that would require the consent of
stockholders under applicable law, rule or regulation (including, without
limitation, the Code, the Exchange Act or any self regulatory organization such
as a national securities exchange), will not be made unless such stockholders’
consent is obtained.
In
addition, the Plan shall terminate on December 31, 2020, or on any Purchase Date
on which Directors elect to purchase a number of shares greater than the number
of reserved shares remaining available for issuance, or sooner as determined by
the board of directors or the committee administering this Plan.
14. COMPANY’S
RIGHT TO RESTRUCTURE, ETC. This Plan shall not affect in any way the right or
power of Bancorp to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its business or
assets.
15. NO
EFFECT ON BOARD SERVICE. No provision of this Plan shall provide any right to a
Director to serve as a Director for any specified period.
16. GOVERNING
LAW. The Plan shall be governed by and construed in accordance with the laws of
the State of Maryland, except to the extent that federal law shall be deemed to
apply.
17. SEVERABILITY
OF PROVISIONS. If any provision of this Plan is determined to be invalid,
illegal or unenforceable, such invalidity, illegality or unenforceability shall
not affect the remaining provisions of this Plan, but such invalid, illegal or
unenforceable provisions shall be fully severable, and the Plan shall be
construed and enforced as if such provision had never been inserted
herein.
18. SUCCESSORS
AND ASSIGNS. The Plan shall be binding upon Bancorp’s successors and
assigns.
