10-K/A 1 v216493_10ka.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2010

Commission File Number 0-19065
SANDY SPRING BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland
52-1532952
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

17801 Georgia Avenue, Olney, Maryland
20832
(Address of principal executive offices)
(Zip Code)
301-774-6400
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $1.00 per share
The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o  Yes           x  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yes            x No*
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    xYes      oNo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).    oYes    oNo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer  o Accelerated filer x      Non-accelerated filer   o   Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   o Yes    x No

The aggregate market value of the voting common stock of the registrant held by non-affiliates on June 30, 2010, the last day of the registrant’s most recently completed second fiscal quarter, was approximately $330 million, based on the closing sales price of $14.01 per share of the registrant's Common Stock on that date.

The number of outstanding shares of common stock outstanding as of March 7, 2011.
Common stock, $1.00 par value – 24,051,907 shares

 
 
 
 
Documents Incorporated By Reference
Part III: Portions of the definitive proxy statement for the Annual Meeting of Shareholders to be held on May 4, 2011 (the "Proxy Statement").

______________________
* The registrant is required to file reports pursuant to Section 13 of the Act.
 
 
 
 
 
Explanatory Statement to Form 10-K Amendment
 
This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 10-K of Sandy Spring Bancorp, Inc. for the year ended December 31, 2010, filed with the Securities and Exchange Commission on March 16, 2011 (the “Original Form 10-K”).  The purpose of this Amendment is to correct the date on the signature page to the Original Form 10-K, which should read March 11, 2011 and not March 11, 2010.
 
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.

This Amendment speaks as of the filing date of our Original Form 10-K and has not been updated to reflect events occurring subsequent to the original filing date.


 
 
 

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following financial statements are filed as a part of this report:

Consolidated Statements of Condition at December 31, 2010 and 2009
Consolidated Statements of Income/(Loss) for the years ended December 31, 2010, 2009, and 2008
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009, and 2008
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2010, 2009, and 2008
Notes to the Consolidated Financial Statements
Reports of Registered Public Accounting Firm

All financial statement schedules have been omitted, as the required information is either not applicable or included in the Consolidated Financial Statements or related Notes.

Exhibit No.
Description
Incorporated by Reference to:
3(a)
Articles of Incorporation of Sandy Spring Bancorp, Inc., as Amended
Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1996, SEC File No. 0-19065.
3(b)
Bylaws of Sandy Spring Bancorp, Inc.
Exhibit 3.2 to Form 8-K dated May 13, 1992, SEC File No. 0-19065.
4(a)
No long-term debt instrument issued by the Company exceeds 10% of consolidated assets or is registered.  In accordance with paragraph 4(iii) of Item 601(b) of Regulation S-K, the Company will furnish the SEC copies of all long-term debt instruments and related agreements upon request.
  
4(b)
Warrant to Purchase 651,547 Shares of Common Stock of Sandy Spring Bancorp, Inc.
Exhibit 4.3 to Form 8-K filed on December 5, 2008, SEC File No. 0-19065.
10(a)*
 
Amended and Restated Sandy Spring Bancorp, Inc., Cash and Deferred Profit Sharing Plan and Trust
Exhibit 10(a) to Form 10-Q for the quarter ended September 30, 1997, SEC File No. 0-19065.
10(b)*
Sandy Spring Bancorp, Inc. 2005 Omnibus Stock Plan
Exhibit 10.1 to Form 8-K dated June 27, 2005, Commission File No. 0-19065.
10(c)*
Sandy Spring Bancorp, Inc. 1999 Stock Option Plan
Exhibit 4 to Registration Statement on Form S-8, Registration Statement No. 333-81249.
10(d)*
Sandy Spring National Bank of Maryland Executive Health Insurance Plan
Exhibit 10 to Form 10-Q for the quarter ended March 31, 2002, SEC File No. 0-19065.
10(e)*
Form of Director Fee Deferral Agreement, August 26, 1997, as amended
Exhibit 10(h) to Form 10-K for the year ended December 31, 2003, SEC File No. 0-19065.
10(f)*
Employment Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank, and Philip J. Mantua
Exhibit 10(l) to Form 10-K for the year ended December 31, 2004, SEC File No. 0-19065.
10(g)*
Employment Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank, and Daniel J. Schrider
Exhibit 10(h) to Form 10-K for the year ended December 31, 2008, SEC File No. 0-19065.
10(h)*
Form of Sandy Spring National Bank of Maryland Officer Group Term Replacement Plan
Exhibit 10(r) to Form 10-K for the year ended December 31, 2001, SEC File No. 0-19065.
10(i)*
Sandy Spring Bancorp, Inc. Directors’ Stock Purchase Plan
Exhibit 4 to Registration Statement on Form S-8, File No. 333-117330.
10(j)*
Sandy Spring Bank Executive Incentive Retirement Plan
Exhibit 10(v) to Form 10-K for the year ended December 31, 2007, SEC File No. 0-19065.
 
 
 
 
 

Exhibit No.
Description
Incorporated by Reference to:
10(k)*
Form of Amendment to Directors’ Fee Deferral Agreement
Exhibit 10(o) to Form 10-K for the year ended December 31, 2008, SEC File No. 0-19065.
10(l)*
Form of Amendment to Employment Agreement for executive officers
Exhibit 10(p) to Form 10-K for the year ended December 31, 2008, SEC File No. 0-19065.
10(m)*
Form of Amendment to Employment Agreement for executive officers
Exhibit 10(q) to Form 10-K for the year ended December 31, 2008, SEC File No. 0-19065.
10(n)
Letter Agreement and related Securities Purchase Agreement – Standard Terms, dated December 5, 2008, between Sandy Spring Bancorp, Inc. and United States Department of the Treasury
Exhibit 10.1 to Form 8-K filed on December 5, 2008, SEC File No. 0-19065.
10(o)*
Sandy Spring Bancorp, Inc. 2001 Employee Stock Purchase Plan
Exhibit 4 to Registration Statement on Form S-8, Registration Statement No. 333-63126
10(p)*
Form of letter agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank and certain executive officers
Exhibit 10(t) to Form 10-K for the year ended December 31, 2009, SEC File No. 0-19065.
10(q)*
Change in Control Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank R. Louis  Caceres
Exhibit 10(a) to Form 10-Q for the quarter ended September 30, 2010, SEC File No. 0-19065.
10(r)*
Change in Control Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank Joseph J. O’Brien, Jr.
Exhibit 10(b) to Form 10-Q for the quarter ended September 30, 2010, SEC File No. 0-19065.
21
Subsidiaries
Exhibit 21 to Form 10-K for the year ended December 31, 2009, SEC File No. 0-19065
23
Consent of Grant Thornton LLP
Previously filed
31(a)
Rule 13a-14(a)/15d-14(a) Certification
  
31(b)
Rule 13a-14(a)/15d-14(a) Certification
  
32(a)
18 U.S.C. Section 1350 Certification
  
32(b)
18 U.S.C. Section 1350 Certification
  
99(a)
Principal Executive Officer Certification Regarding TARP
Previously filed
99(b)
Principal Financial Officer Certification Regarding TARP
Previously filed

* Management Contract or Compensatory Plan or Arrangement filed pursuant to Item 15(b) of this Report.

Shareholders may obtain, upon payment of a reasonable fee, a copy of the exhibits to this Report on Form 10-K by writing Ronald E. Kuykendall, General Counsel and Secretary, at Sandy Spring Bancorp, Inc., 17801 Georgia Avenue, Olney, Maryland 20832. Shareholders also may access a copy of the Form 10-K including exhibits on the SEC Web site at www.sec.gov or through the Company’s Investor Relations Web site maintained at www.sandyspringbank.com.

 
 
 
 
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SANDY SPRING BANCORP, INC.
(Registrant)

By: /s/ Daniel J. Schrider                   
Daniel J. Schrider
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 11, 2011

Principal Executive Officer and Director:
  
Principal Financial and Accounting Officer:
/s/ Daniel J. Schrider                          
 
/s/ Philip J. Mantua                    
Daniel J. Schrider
  
Philip J. Mantua
President and Chief Executive Officer
  
Executive Vice President and Chief Financial Officer
     
Signature
 
Title
     
     
/s/ Mark E. Friis                                  
 
Director
Mark E. Friis
    
     
/s/ Susan D. Goff                                
 
Director
Susan D. Goff
    
     
/s/ Solomon Graham                          
 
Director
Solomon Graham
    
     
/s/ Gilbert L. Hardesty                       
 
Director
Gilbert L. Hardesty
    
     
/s/ Pamela A. Little                             
 
Director
Pamela A. Little
    
     
/s/ Robert L. Orndorff                        
 
Director
Robert L. Orndorff
    
     
/s/ David E. Rippeon                         
 
Director
David E. Rippeon
    
     
/s/ Craig A. Ruppert                          
 
Director
Craig A. Ruppert
    
     
/s/ Daniel J. Schrider                          
 
Director
Daniel J. Schrider
    
     
/s/ Dennis A. Starliper                       
 
Director
Dennis A. Starliper
    
 
 
 
 
 
 
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SANDY SPRING BANCORP, INC.
(Registrant)

By: /s/ Daniel J. Schrider                   
Date:  March 29, 2011
Daniel J. Schrider
  
President and Chief Executive Officer
  
   
   
By: /s/ Philip J. Mantua                     
Date:  March 29, 2011
Philip J. Mantua
  
Executive Vice President and Chief Financial Officer