UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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Sandy Spring Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland 52-1532952
(State or Other Jurisdiction of (IRS Employer I.D. Number)
Incorporation or Organization)
17801 Georgia Avenue, Olney, Maryland 20832
(Address of Principal Executive Offices) (Zip Code)
Sandy Spring Bancorp, Inc.2005 Omnibus Stock Plan
(Full Title of Plan)
Hunter R. Hollar
President and Chief Executive Officer
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832
(301) 774-6400
(Name, Address, and Telephone Number of Agent for Service)
Copy to:
James I. Lundy, III, Attorney at Law
1700 Pennsylvania Avenue, Northwest
Suite 400
Washington, DC 20006
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CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Maximum Proposed Maximum
Securities to be Registered Offering per Aggregate Offering Amount of
Registered (1) (2) Share(1) Price(1) Registration Fee
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Common Stock, 1,800,000 $34.77 $62,586,000 $7,367
$1.00 par value shares
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(1) Based upon the average of the high and low prices of the Common Stock
reported in the consolidated reporting system on July 18, 2005, in accordance
with Rule 457(c) under the Securities Act of 1933, as amended (the "Securities
Act"), solely for purposes of calculating the registration fee pursuant to Rule
457(h) under the Securities Act.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Sandy Spring Bancorp, Inc. ("Sandy
Spring") with the Securities and Exchange Commission are hereby incorporated by
reference in this Registration Statement:
(1) Annual Report on Form 10-K for the year ended December 31,
2004;
(2) Quarterly Report on Form 10-Q for the period ended
March 31, 2005;
(3) Current Reports on Form 8-K filed January 20, 2005, March 14,
2005, April 19, 2005, June 27, 2005, and July 19, 2005; and
(4) The Description of Capital Stock contained in Item 5 of
the Annual Report on Form 10-K for the year ended
December 31, 1997.
All documents filed by Sandy Spring Bancorp, Inc. pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof, and prior to the filing of a post-effective amendment hereto
which indicates that all securities offered hereby shall have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
As the securities to be issued pursuant to this registration statement
are registered under Section 12 of the Securities Exchange Act of 1934, this
item is inapplicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sandy Spring's Articles of Incorporation generally provide for
indemnification to the extent authorized by applicable law. Section 2-418 of the
Maryland General Corporation Law sets forth circumstances under which directors,
officers, employees and agents of Sandy Spring may be insured or indemnified
against liability which they may incur in these capacities. The Maryland General
Corporation Law provides, in pertinent part, as follows:
2-418 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
(a) In this section the following words have the meanings indicated.
(1) "Director" means any person who is or was a director of a corporation and
any person who, while a director of a corporation, is or was serving at the
request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, other enterprise, or employee benefit plan.
(2) "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger, consolidation, or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
(3) "Expenses" include attorney's fees.
(4) "Official capacity" means the following:
(i) When used with respect to a director, the office of director in the
corporation; and
(ii) When used with respect to a person other than a director as
contemplated in subsection (j), the elective or appointive office in the
corporation held by the officer, or the employment or agency relationship
undertaken by the employee or agent in behalf of the corporation.
(iii) "Official capacity" does not include service for any other foreign
or domestic corporation or any partnership, joint venture, trust, other
enterprise, or employee benefit plan.
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(5) "Party" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative.
(b)(1) A corporation may indemnify any director made a party to any proceeding
by reason of service in that capacity unless it is established that:
(i) The act or omission of the director was material to the matter
giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit in
money, property, or services; or
(iii) In the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful.
(2)(i) Indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any proceeding
in which the director shall have been adjudged to be liable to the
corporation.
(3)(i) The termination of any proceeding by judgment, order, or settlement
does not create a presumption that the director did not meet the requisite
standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a plea of nolo
contendere or its equivalent, or an entry of an order of probation prior
to judgment, creates a rebuttable presumption that the director did not
meet that standard of conduct.
(4) A corporation may not indemnify a director or advance expenses under this
section for a proceeding brought by that director against the corporation,
except:
(i) For a proceeding brought to enforce indemnification under this
section; or
(ii) If the charter or bylaws of the corporation, a resolution of the
board of directors of the corporation, or an agreement approved by the
board of directors of the corporation to which the corporation is a party
expressly provide otherwise.
(c) A director may not be indemnified under subsection (b) of this section in
respect of any proceeding charging improper personal benefit to the director,
whether or not involving action in the director's official capacity, in which
the director was adjudged to be liable on the basis that personal benefit was
improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or otherwise, in the
defense of any proceeding referred to in subsection (b) of this section shall
be indemnified against reasonable expenses incurred by the director in
connection with the proceeding.
(2) A court of appropriate jurisdiction, upon application of a director and
such notice as the court shall require, may order indemnification in the
following circumstances:
(i) If it determines a director is entitled to reimbursement under
paragraph (1) of this subsection, the court shall order indemnification,
in which case the director shall be entitled to recover the expenses of
securing such reimbursement; or
(ii) If it determines that the director is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or
not the director has met the standards of conduct set forth in subsection
(b) of this section or has been adjudged liable under the circumstances
described in subsection (c) of this section, the court may order such
indemnification as the court shall deem proper. However, indemnification
with respect to any proceeding by or in the right of the corporation or in
which liability shall have been adjudged in the circumstances described in
subsection (c) shall be limited to expenses.
(3) A court of appropriate jurisdiction may be the same court in which the
proceeding involving the director's liability took place.
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(e)(1) Indemnification under subsection (b) of this section may not be made by
the corporation unless authorized for a specific proceeding after a
determination has been made that indemnification of the director is permissible
in the circumstances because the director has met the standard of conduct set
forth in subsection (b) of this section.
(2) Such determination shall be made:
(i) By the board of directors by a majority vote of a quorum consisting
of directors not, at the time, parties to the proceeding, or, if such a
quorum cannot be obtained, then by a majority vote of a committee of the
board consisting solely of two or more directors not, at the time,
parties to such proceeding and who were duly designated to act in the
matter by a majority vote of the full board in which the designated
directors who are parties may participate;
(ii) By special legal counsel selected by the board of directors or a
committee of the board by vote as set forth in subparagraph (i) of this
paragraph, or, if the requisite quorum of the full board cannot be
obtained therefor and the committee cannot be established, by a majority
vote of the full board in which directors who are parties may
participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination that
indemnification is permissible is made by special legal counsel,
authorization of indemnification and determination as to reasonableness of
expenses shall be made in the manner specified in subparagraph (ii) of
paragraph (2) of this subsection for selection of such counsel.
(4) Shares held by directors who are parties to the proceeding may not be
voted on the subject matter under this subsection.
(f)(1) Reasonable expenses incurred by a director who is a party to a proceeding
may be paid or reimbursed by the corporation in advance of the final disposition
of the proceeding upon receipt by the corporation of:
(i) A written affirmation by the director of the director's good faith
belief that the standard of conduct necessary for indemnification by the
corporation as authorized in this section has been met; and
(ii) A written undertaking by or on behalf of the director to repay the
amount if it shall ultimately be determined that the standard of
conduct has not been met.
(2) The undertaking required by subparagraph (ii) of paragraph (1) of this
subsection shall be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to financial ability to
make the repayment.
(3) Payments under this subsection shall be made as provided by the charter,
bylaws, or contract or as specified in subsection (e) of this section.
(g) The indemnification and advancement of expenses provided or authorized by
this section may not be deemed exclusive of any other rights, by indemnification
or otherwise, to which a director may be entitled under the charter, the bylaws,
a resolution of stockholders or directors, an agreement or otherwise, both as to
action in an official capacity and as to action in another capacity while
holding such office.
(h) This section does not limit the corporation's power to pay or reimburse
expenses incurred by a director in connection with an appearance as a witness in
a proceeding at a time when the director has not been made a named defendant or
respondent in the proceeding.
(i) For purposes of this section:
(1) The corporation shall be deemed to have requested a director to serve an
employee benefit plan where the performance of the director's duties to the
corporation also imposes duties on, or otherwise involves services by, the
director to the plan or participants or beneficiaries of the plan;
(2) Excise taxes assessed on a director with respect to an employee benefit
plan pursuant to applicable law shall be deemed fines; and
(3) Action taken or omitted by the director with respect to an employee
benefit plan in the performance of the director's duties for a purpose
reasonably believed by the director to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.
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(j) Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as and to the extent
provided in subsection (d) of this section for a director and shall be
entitled, to the same extent as a director, to seek indemnification pursuant
to the provisions of subsection (d);
(2) A corporation may indemnify and advance expenses to an officer, employee,
or agent of the corporation to the same extent that it may indemnify
directors under this section; and
(3) A corporation, in addition, may indemnify and advance expenses to an
officer, employee, or agent who is not a director to such further extent,
consistent with law, as may be provided by its charter, bylaws, general or
specific action of its board of directors, or contract.
(k)(1) A corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the corporation, or
who, while a director, officer, employee, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
corporation would have the power to indemnify against liability under the
provisions of this section.
(2) A corporation may provide similar protection, including a trust fund,
letter of credit, or surety bond, not inconsistent with this section.
(3) The insurance or similar protection may be provided by a subsidiary or an
affiliate of the corporation.
(l) Any indemnification of, or advance of expenses to, a director in accordance
with this section, if arising out of a proceeding by or in the right of the
corporation, shall be reported in writing to the stockholders with the notice of
the next stockholders' meeting or prior to the meeting.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits required by Item 601 of Regulation S-K and this
item are included following the Exhibit Index.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes that it will:
(1) file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to: (i) include any
prospectus required by section 10(a)(3) of the Securities Act of 1933 (the
"Act"); (ii) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the registration statement; and (iii)
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) for determining liability under the Act, treat each post-effective
amendment as a new registration statement relating to the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
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(3) file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant 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 July 19 , 2005.
By: /s/Hunter R. Hollar
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Hunter R. Hollar, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ John Chirtea* Director July 19, 2005
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John Chirtea
/s/ Susan D. Goff* Director July 19, 2005
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Susan D. Goff
/s/ Solomon Graham* Director July 19, 2005
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Solomon Graham
/s/ Gilbert L. Hardesty* Director July 19, 2005
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Gilbert L. Hardesty
/s/ Charles F. Mess* Director July 19, 2005
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Charles F. Mess
/s/ Robert L. Mitchell* Director July 19, 2005
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Robert L. Mitchell
/s/ Robert L. Orndorff, Jr.* Director July 19, 2005
- ----------------------------
Robert L. Orndorff, Jr.
/s/ David E. Rippeon* Director July 19, 2005
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David E. Rippeon
/s/ Craig A. Ruppert* Director July 19, 2005
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Craig A. Ruppert
/s/ Lewis R. Schumann* Director July 19, 2005
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Lewis R. Schumann
/s/ W. Drew Stabler* Director, Chairman of the July 19, 2005
- -------------------- Board
W. Drew Stabler
/s/ Philip J. Mantua Executive Vice President and July 19, 2005
- -------------------- Chief Financial Officer
Philip J. Mantua
*By: /s/Theresa A. Cornish
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Theresa A. Cornish, Attorney in Fact
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
following directors of the Registrant who serve as members of the Committee with
responsibility for administration of the 2005 Omnibus Stock Plan have duly cause
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Olney, state of Maryland, on July 19,
2005.
Signature
/s/ John Chirtea*
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John Chirtea
/s/ Susan D. Goff*
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Susan D. Goff
/s/ Solomon Graham*
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Solomon Graham
/s/ Gilbert L. Hardesty*
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Gilbert L. Hardesty
/s/ Charles F. Mess*
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Charles F. Mess
/s/ Robert L. Mitchell*
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Robert L. Mitchell
/s/ Robert L. Orndorff, Jr.*
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Robert L. Orndorff, Jr.
/s/ David E. Rippeon*
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David E. Rippeon
/s/ Craig A. Ruppert*
- ---------------------
Craig A. Ruppert
/s/ Lewis R. Schumann*
- ----------------------
Lewis R. Schumann
/s/ W. Drew Stabler*
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W. Drew Stabler
*By: /s/Theresa A. Cornish
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Theresa A. Cornish, Attorney in Fact
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INDEX TO EXHIBITS
Exhibit Number Description
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4 2005 Omnibus Stock Plan, incorporated by reference to Exhibit 10.1 to Form 8-K dated
June 27, 2005, Commission File No. 0-19065.
5 Opinion of James I. Lundy, III, Attorney at Law
23.1 Consent of James I. Lundy, III, Attorney at Law, included in Exhibit 5
23.2 Consent of Independent Registered Public Accounting Firm
23.3 Consent of Independent Registered Public Accounting Firm
24 Power of Attorney