S-4/A

As filed with the Securities and Exchange Commission on April 3, 2012.

Registration No. 333-180186

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to

Form S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 
SANDY SPRING BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 6022
(Primary Standard Industrial
Classification Code Number) 52-1532952
(I.R.S. Employer
Identification Number)

17801 Georgia Avenue

Olney, MD 20832

(301) 774-6400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ronald E. Kuykendall

General Counsel and Secretary

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:

Aaron M. Kaslow, Esq.	Noel M. Gruber, Esq.
Kilpatrick Townsend & Stockton LLP	BuckleySandler LLP
607 14th Street, NW, Suite 900	1250 24th Street NW, Suite 700
Washington, DC  20005	Washington, DC  20037
(202) 508-5800	(202) 349-8043
Facsimile: (202) 204-5600	Facsimile: (202) 349-8080

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and upon consummation of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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 filed pursuant to Rule 462(d) 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.    ¨

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):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE 

This Amendment No. 1 to this Registration Statement (File No. 333-180186) is being filed solely for the purpose of filing Exhibits 5 and 8 to this Registration Statement, and no other changes or additions are being made hereby to this Registration Statement. Accordingly, the proxy statement/prospectus that forms a part of this Registration Statement and Items 20 and 22 of Part II of this Registration Statement have been omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)           A list of the exhibits included as part of this registration statement is set forth on the index of exhibits immediately preceding such exhibits and is incorporated herein by reference.

(b)          All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because they are not required, amounts which would otherwise be required to be shown with respect to any item are not material, are inapplicable or the required information has already been provided elsewhere in the registration statement.

(c)          The opinion of Scott & Stringfellow, LLC is included as Annex B to the proxy statement/prospectus.

II-1

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 State of Maryland in the City of Olney, on this 3^rd day of April, 2012.

SANDY SPRING BANCORP
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 and on the dates indicated. 

/s/ Daniel J. Schrider	April 3, 2012
Daniel J. Schrider
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Philip J. Mantua	April 3, 2012
Philip J. Mantua
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Mark E. Friis*
Mark E. Friis
Director
/s/ Susan D. Goff*
Susan D. Goff
Director
/s/ Solomon Graham*
Solomon Graham
Director
s/ Robert E. Henel, Jr.*
Robert E. Henel, Jr.
Director

II-2

/s/ Pamela A. Little*

Pamela A. Little

Director

/s/ Gary G. Nakamoto*

Gary G. Nakamoto

Director

/s/ Robert L. Orndorff*

Robert L. Orndorff

Director

/s/ David E. Rippeon*

David E. Rippeon

Director

/s/ Craig A. Ruppert*

Craig A. Ruppert

Director

/s/ Dennis A. Starliper*

Dennis A. Starliper

Director

* Pursuant to a Power of Attorney attached as Exhibit 24 to this Registration Statement on Form S-4

April 3, 2012	/s/ Ronald E. Kuykendall
	Ronald E. Kuykendall
	Attorney-in-fact

II-3

EXHIBIT LIST

Exhibit No.	Description	Incorporated by Reference to:
2	Agreement and Plan of Merger, dated as of December 20, 2011, by and between Sandy Spring Bancorp, Inc. and CommerceFirst Bancorp, Inc. Certain schedules and exhibits have been omitted from the Agreement and Plan of Merger as filed with the SEC. The omitted information is considered immaterial from an investor’s perspective. The Registrant will furnish to the SEC supplementally a copy of any omitted schedule or exhibit upon request from the SEC.	Annex A to the proxy statement/prospectus included in this registration statement.
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)	Articles of Amendment to the Articles of Incorporation of Sandy Spring Bancorp, Inc.	Exhibit 3(b) to Form 10-K for the year ended December 31, 2011, SEC File No. 0-19065
3(c)	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 Sandy Spring Bancorp exceeds 10% of consolidated assets or is registered. In accordance with paragraph 4(iii) of Item 601(b) of Regulation S-K, Sandy Spring Bancorp will furnish the SEC copies of all long-term debt instruments and related agreements upon request.
5	Opinion of Kilpatrick Townsend & Stockton LLP re: legality
8	Opinion of Kilpatrick Townsend & Stockton LLP re: Federal Tax Matters
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, SEC 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)*	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(e)*	Employment Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank, and Philip J. Mantua	Exhibit 10.2 to Form 8-K filed on January 17, 2012, SEC File No. 0-19065.
10(f)*	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.

Exhibit No.	Description	Incorporated by Reference to:
10(g)*	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(h)*	Sandy Spring Bancorp, Inc. Directors’ Stock Purchase Plan	Exhibit 4 to Registration Statement on Form S-8, File No. 333-117330.
10(i)*	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.
10(j)*	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(k)*	Sandy Spring Bancorp, Inc. 2011 Employee Stock Purchase Plan	Appendix A of the Definitive Proxy Statement filed on March 28, 2011, SEC File No. 0-19065.
10(l)*	Change in Control Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank, and R. Louis Caceres	Exhibit 10(l) to Form 10-K for the year ended December 31, 2011, SEC File No. 0-19065.
10(m)*	Employment Agreement by and among Sandy Spring Bancorp, Inc., Sandy Spring Bank, and Joseph J. O’Brien, Jr.	Exhibit 10.2 to Form 8-K filed on January 17, 2012, SEC File No. 0-19065.
10(n)*	Change in Control Agreement by and between Sandy Spring Bank, and Jeffrey Welch	Exhibit 10(n) to Form 10-K for the year ended December 31, 2011, SEC File No. 0-19065
10(o)*	Executive Team Incentive Plan	Exhibit 10.1 to Form 8-K filed on March 31, 2011, SEC File No. 0-19065
21	Subsidiaries	Exhibit 21 to Form 10-K for the year ended December 31, 2011, SEC File No. 0-19065
23(a)	Consent of Grant Thornton LLP	Previously filed
23(b)	Consent of TGM Group LLC	Previously filed
23(c)	Consent of Scott & Stringfellow, LLC	Previously filed
23(d)	Consent of Kilpatrick Townsend & Stockton LLP	Included in exhibits 5 and 8
24	Power of Attorney	Previously filed
99(a)	Form of Proxy of CommerceFirst Bancorp, Inc.	Previously filed

Exhibit No.	Description	Incorporated by Reference to:
101**	The following materials formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Condition at December 31, 2011 and 2010; (ii) the Consolidated Statements of Income/(Loss) for the years ended December 31, 2011, 2010 and 2009; (iii) the Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009; (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2011, 2010 and 2009; and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.	Exhibit 101 to Form 10-K for the year ended December 31, 2011, SEC File No. 0-19065

* Management Contract or Compensatory Plan or Arrangement.

** Furnished, not filed.

EX-5

    Suite 900 607 14th St., NW Washington DC 20005-2018 t 202 508 5800 f 202 508 5858  

April 3, 2012   direct dial 202 508 5825 direct fax 202 204 5600 akaslow@kilpatricktownsend.com

Board of Directors

Sandy Spring Bancorp, Inc.

17801 Georgia Avenue

Olney, Maryland 20832

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel for Sandy Spring Bancorp, Inc., a Maryland corporation (the “Company”), in connection with the registration statement on Form S-4 (the “Registration Statement”) initially filed on March 16, 2012, by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and the regulations promulgated thereunder.

The Registration Statement relates to the proposed issuance by the Company of up to 732,134 shares (the “Shares”) of common stock, $1.00 par value per share, of the Company, pursuant to the Agreement and Plan of Merger, dated as of December 20, 2011 (the “Agreement”), by and among the Company and CommerceFirst Bancorp, Inc., a Maryland corporation (“CommerceFirst Bancorp”).

The Agreement provides for the merger of CommerceFirst Bancorp with and into the Company, with the Company as the surviving entity (the “Merger”).  The Registration Statement contains a proxy statement/prospectus to be furnished to the shareholders of CommerceFirst Bancorp in connection with their consideration of the Merger. In the preparation of this opinion, we have examined originals or copies identified to our satisfaction of: (i) the Articles of Incorporation of the Company; (ii) the Bylaws of the Company; (iii) certain resolutions of the Board of Directors of the Company relating to the issuance of the Shares being registered under the Registration Statement; (iv) the Agreement; and (v) the Registration Statement, including the proxy statement/prospectus contained therein and the exhibits thereto. We have also examined originals or copies of such documents, corporate records, certificates of public officials and other instruments, and have conducted such other investigations of law and fact, as we have deemed necessary or advisable for purposes of our opinion.

Board of Directors

Sandy Spring Bancorp, Inc.

April 3, 2012

Page 2

In our examination, we have assumed, without investigation, the genuineness of all signatures, the authenticity of all documents and instruments submitted to us as originals, the conformity to the originals of all documents and instruments submitted to us as certified or conformed copies, the correctness of all certificates, and the accuracy and completeness of all records, documents, instruments and materials made available to us by the Company.

Our opinion is limited to the matters set forth herein, and we express no opinion other than as expressly set forth herein. This opinion is limited solely to the Maryland General Corporation Law, including applicable provisions of the Constitution of Maryland and the reported judicial decisions interpreting such law. Our opinion is expressed as of the date hereof and is based on laws currently in effect. Accordingly, the conclusions set forth in this opinion are subject to change in the event that any laws should change or be enacted in the future. We are under no obligation to update this opinion or to otherwise communicate with you in the event of any such change.

For purposes of this opinion, we have assumed that, prior to the issuance of any Shares, (i) the Registration Statement, as finally amended, will have become effective under the Act and (ii) the Merger will have become effective. Based upon and subject to the foregoing, it is our opinion that the Shares, when issued in accordance with the terms of the Agreement upon consummation of the Merger contemplated therein, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the proxy statement/prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are experts or are otherwise within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,
KILPATRICK TOWNSEND & STOCKTON LLP
By:	/s/ Aaron M. Kaslow
	Aaron M. Kaslow, a Partner

EX-8

    Suite 900 607 14th St., NW Washington DC 20005-2018 t 202 508 5800 f 202 508 5858  

April 3, 2012   direct dial 202 508 5825 direct fax 202 204 5600 akaslow@kilpatricktownsend.com

Board of Directors

Sandy Spring Bancorp, Inc.

17801 Georgia Avenue

Olney, Maryland 20832

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to Sandy Spring Bancorp, Inc., a Maryland corporation (“Sandy Spring”), in connection with the proposed merger (the “Merger”) of CommerceFirst Bancorp, Inc., a Maryland corporation (“CommerceFirst Bancorp”), with and into Sandy Spring, pursuant to the Agreement and Plan of Merger, dated as of December 20, 2011, by and among Sandy Spring and CommerceFirst Bancorp (the “Agreement”). The Agreement provides for the merger of CommerceFirst Bancorp with and into Sandy Spring, with Sandy Spring as the surviving entity. At your request, and in connection with the filing of the registration statement on Form S-4 filed with the Securities and Exchange Commission in connection with the Merger (the “Registration Statement”), we are rendering our opinion concerning certain United States federal income tax consequences of the Merger. Any capitalized term used and not defined herein has the meaning given to it in the Agreement.

For purposes of the opinion set forth below, we have relied, with the consent of Sandy Spring, upon the accuracy and completeness of the statements and representations (which statements and representations we have neither investigated nor verified) contained, respectively, in the certificates of the officers of Sandy Spring and CommerceFirst Bancorp dated the date hereof, and have assumed that such statements and representations will remain complete and accurate at all times up to and including the Effective Time and that all such statements and representations made to the knowledge of any person or entity or with similar qualification are and will be true and correct as if made without such qualification. We have also relied upon the accuracy of the Registration Statement and the proxy statement/prospectus (the “Proxy Statement/Prospectus”) contained therein, each as amended or supplemented through the date hereof.

Board of Directors

Sandy Spring Bancorp, Inc.

April 3, 2012

Page 2

We have also assumed that: (i) the transactions contemplated by the Agreement will be consummated in accordance therewith and as described in the Proxy Statement/Prospectus (and no transaction or condition described therein and affecting this opinion will be waived by any party); (ii) the Merger will qualify as a statutory merger under the Maryland General Corporation Law; and (iii) the Merger will be reported by CommerceFirst Bancorp and Sandy Spring on their respective United States federal income tax returns in a manner consistent with the opinion set forth below.

Based upon and subject to the foregoing, it is our opinion, under currently applicable United States federal income tax law, that:

1. The Merger will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and

2. Sandy Spring and CommerceFirst Bancorp will each be a party to that reorganization within the meaning of Section 368(b) of the Code.

In addition, we hereby confirm that, in our opinion, the discussion under the caption “Description of the Merger – Tax Consequences of the Merger” in the Proxy Statement/Prospectus, is accurate in all material respects, subject to the limitations and qualifications stated therein.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

This opinion relates solely to the material United States federal income tax consequences of the Merger and no opinion is expressed as to the tax consequences under any foreign, state or local tax law or under any United States federal tax laws other than those pertaining to the income tax. This opinion is based upon existing statutory, regulatory, and judicial authority, any of which may be changed at any time with retroactive effect. Further, no opinion is expressed with respect to the United States federal income tax consequences to CommerceFirst Bancorp shareholders subject to special treatment under United States federal income tax law, such as: CommerceFirst Bancorp shareholders, if any, who hold CommerceFirst Bancorp Common Stock other than as a capital asset; banks or trusts; tax-exempt organizations; insurance companies; regulated investment companies or mutual funds; dealers in securities or foreign currency; traders in securities who elect to apply a mark-to-market method of accounting; pass-through entities and investors in such entities; foreign persons; shareholders who hold CommerceFirst Bancorp Common Stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated instrument; and to shareholders of CommerceFirst Bancorp common stock who acquired their shares of CommerceFirst Bancorp Common Stock upon the exercise of warrants or employee stock options or otherwise as compensation.

Board of Directors

Sandy Spring Bancorp, Inc.

April 3, 2012

Page 3

We assume no obligation to revise or supplement this opinion should the present United States federal income tax laws be changed by any legislation, judicial decisions or otherwise.

Very truly yours,
KILPATRICK TOWNSEND & STOCKTON LLP
By:	/s/ Aaron M. Kaslow
	Aaron M. Kaslow, a Partner