POS AM 1 pos.txt POS As filed with the Securities and Exchange Commission on November 1, 2001 Registration Statement No. 333-39139 Registration Statement No. 33-57182 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------------------- POST-EFFECTIVE AMENDMENT TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------------- SANDY SPRING BANCORP, INC. (Exact name of registrant as specified in its charter)
MARYLAND 6021 52-1532952 (State or other jurisdiction (Primary standard (I.R.S. employer of incorporation or industrial classification identification number) organization) code number)
17801 GEORGIA AVENUE OLNEY, MARYLAND 20832 (301) 774-6400 (Address, including zip code, and telephone number, including area code, of registrant's principal executiveoffices) Hunter R. Hollar President and Chief Executive Officer Sandy Spring Bancorp, Inc. 17801 Georgia Avenue Olney, Maryland 20832 (301) 774-6400 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: James I. Lundy III, Esquire Noel M. Gruber, Esquire Kennedy, Baris & Lundy, L.L.P. 4701 Sangamore Road Suite P-15 Bethesda, Maryland 20814 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not Applicable. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [X] (1) If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ___________________ If this form is a post-effective amendment file pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ___________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] /(1)/ Filed solely to remove 134,830 shares of Common Stock, Par Value $1.00 per Share, from registration. SANDY SPRING BANCORP, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN By this Post-Effective Amendment to Registration Statements 333-39139 and 33-57182, Sandy Spring Bancorp, Inc. ("Bancorp"), pursuant to its undertaking, removes from registration all of the securities that remained unsold at the termination of the offering of Bancorp's Common Stock, par value $1.00 per share, under Bancorp's Dividend Reinvestment and Stock Purchase Plan, as amended (the "Plan"). The Plan has been terminated in accordance with its terms. The number of shares being removed from registration hereby has been adjusted for stock splits in accordance with the Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 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, as of October 30, 2001. SANDY SPRING BANCORP, INC. By: /s/ Hunter R. Hollar -------------------------------- Hunter R. Hollar President and Chief Executive Officer (Duly Authorized Representative) 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 October 30, 2001 ----------------- John Chirtea s/ Susan D. Goff* Director October 30, 2001 ----------------- Susan D. Goff /s/ Solomon Graham* Director October 30, 2001 ------------------- Solomon Graham /s/ Joyce R. Hawkins* Director October 30, 2001 --------------------- Joyce R. Hawkins
/s/ Thomas O. Keech* Director October 30, 2001 -------------------- Thomas O. Keech /s/ Charles F. Mess* Director October 30, 2001 -------------------- Charles F. Mess /s/ Robert L. Mitchell* Director October 30, 2001 ----------------------- Robert L. Mitchell /s/ Robert L. Orndorff, Jr.* Director October 30, 2001 ---------------------------- Robert L. Orndorff, Jr. /s/ David E. Rippeon* Director October 30, 2001 --------------------- David E. Rippeon /s/ Lewis R. Schumann* Director October 30, 2001 ---------------------- Lewis R. Schumann /s/ W. Drew Stabler* Director, Chairman of the October 30, 2001 -------------------- Board W. Drew Stabler /s/ James H. Langmead Executive Vice President and f October 30, 2001 --------------------- James H. Langmead Principal Financial and
Accounting Officer *By: /s/ Hunter H. Hollar ----------------------------------------------- Agent for Service signing pursuant to Rule 478 under the Securities Act of 1933