0001144204-13-051738.txt : 20130920 0001144204-13-051738.hdr.sgml : 20130920 20130920134955 ACCESSION NUMBER: 0001144204-13-051738 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130913 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130920 DATE AS OF CHANGE: 20130920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANDY SPRING BANCORP INC CENTRAL INDEX KEY: 0000824410 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 520312970 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19065 FILM NUMBER: 131107497 BUSINESS ADDRESS: STREET 1: 17801 GEORGIA AVE CITY: OLNEY STATE: MD ZIP: 20832 BUSINESS PHONE: 3017746400 MAIL ADDRESS: STREET 1: 17801 GEORGIA AVENUE CITY: OLNEY STATE: MD ZIP: 20832 8-K 1 v355543_8k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 13, 2013

 

SANDY SPRING BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

Maryland 000-19065 52-1532952

(State or other jurisdiction

of incorporation)

 (Commission File Number)

(IRS Employer

Identification No.)

 

17801 Georgia Avenue, Olney, Maryland 20832

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (301) 774-6400

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

 

On August 15, 2013, Sandy Spring Bancorp, Inc. (the “Company”) sent a notice to participants in the Sandy Spring Bank 401(k) Plan (the “Plan”) that effective October 1, 2013 the administration of the Plan is being changed to a new provider. This notice indicated that, in order to change the provider, there will be a blackout period that begins on September 19, 2013 and is expected to end October 7, 2013 (the “Blackout Period”). During the Blackout Period, participants in the Plan will temporarily be unable to make changes or conduct transactions within their account, including redirecting investment allocations or requesting withdrawals or distributions of any type.

 

In connection with the foregoing, on September 13, 2013, the Company sent a notice to its Section 16 officers and its directors pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission Regulation Blackout Trading Restriction. A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.2 Notice sent on September 13, 2013 to Sandy Spring Bancorp, Inc.’s Section 16 Officers and Directors regarding a Blackout Period
 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SANDY SPRING BANCORP, INC.
  (Registrant)
     
     
     
Date:  September 20, 2013 By: /s/ Ronald E. Kuykendall
    Ronald E. Kuykendall
    General Counsel and Secretary

 

 

 

 EX-99.2 2 v355543_ex99-2.htm EX-99.2

Notice to Directors and Affected Officers of SASR Stock Blackout Due to 401(k) Plan Conversion: Sept. 19 – Oct. 7, 2013

 

Good afternoon,

 

We are preparing for the conversion of the Sandy Spring Bank 401(k) Plan to our new provider The Principal. During the conversion process, employees will not be able to transact Bancorp stock within the Plan for a period of time. Under the law directors and affected officers are also subject to the same “blackout period” beginning September 19 through October 7, 2013. This means that you are prohibited from any trading in SASR stock during this time.

 

PLEASE NOTE: This email is for notification purposes in compliance with applicable regulations. The particular timing of this blackout occurs during our normal quarterly blackout prior to the third quarter earnings release (September 18 through October 21st). Therefore, this event does not create any additional inconvenience for you.

 

If you have any questions, please do not hesitate to contact me.

 

Janet VA Replogle

Vice President & Ass't Corporate Secretary

Law & Corporate Government

Sandy Spring Bank

17801 Georgia Avenue

Olney, MD 20832

(301) 774-8455