As filed with the Securities and Exchange Commission on June , 1999
Registration Statement No. 333-
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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 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 1999 Option Plan
(Full Title of Plan)
Hunter R. Hollar
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832
(Name, Address, and Telephone Number of Agent
for Service)
Copies to:
James I. Lundy, III, Esquire
Noel M. Gruber, Esquire
Kennedy, Baris & Lundy, L.L.P.
Suite 300
4719 Hampden Lane
Bethesda, Maryland 20814
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering per Share(1) Aggregate Offering Price(1) Registration Fee
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Common Stock, 400,000 $27.25 $10,900,000 $3,030.20
$ 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 June 15, 1999, 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.
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, 1998;
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
(3) Current Report on Form 8-K filed April 7, 1999;
(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; and
(5) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by Sandy Spring Bancorp, Inc. since the end of the year
covered in its Annual Report referred to in (1) above.
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, 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
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(ii) When used with respect to a person other than a director as
contemplated in sub-section (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.
(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 rebuttal presumption that the director
did not meet that standard of conduct.
(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.
(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
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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
of 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 fined; 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.
(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
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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.
As no restricted securities are to be reoffered or resold pursuant to this
registration statement, this item is inapplicable.
ITEM 8. Exhibits.
The exhibits required by Item 601 of Regulation S-K and this item are
included following the Exhibit Index at Page R-8 hereof.
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.
(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
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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 June 17, 1999.
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 June 17, 1999
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John Chirtea
/s/ Susan D. Goff* Director June 17, 1999
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Susan D. Goff
/s/ Solomon Graham* Director June 17, 1999
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Solomon Graham
/s/ Gilbert L. Hardesty* Director June 17, 1999
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Gilbert L. Hardesty
/s/ Joyce R. Hawkins* Director June 17, 1999
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Joyce R. Hawkins
/s/ Thomas O. Keech* Director June 17, 1999
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Thomas O. Keech
/s/ Charles F. Mess* Director June 17, 1999
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Charles F. Mess
/s/ Robert L. Mitchell* Director June 17, 1999
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Robert L. Mitchell
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Robert L. Orndorff, Jr.
/s/ David E. Rippeon* Director June 17, 1999
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David E. Rippeon
/s/ Lewis R. Schumann* Director June 17, 1999
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Lewis R. Schumann
/s/ W. Drew Stabler* Director, Chairman of the June 17, 1999
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W. Drew Stabler
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/s/ James H. Langmead Vice President, Treasurer and June 17, 1999
- -------------------------- Principal Financial and
James H. Langmead Accounting Officer
*By: /s/ Marjorie S. Holsinger
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Marjorie S. Holsinger, Attorney in Fact
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Index to Exhibits
Exhibit Number Description
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4 Stock Option Plan
5 Opinion of Kennedy, Baris & Lundy, L.L.P.
23.1 Consent of Kennedy, Baris & Lundy, L.L.P., included in Exhibit 5
23.2 Consent of Stegman & Company
24 Power of Attorney
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