UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 17, 2020 (
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
On April 1, 2020, Sandy Spring Bancorp, Inc. (the “Company”) completed its previously announced merger with Revere Bank (“Revere”) in accordance with the Agreement and Plan of Merger, dated as of September 23, 2019 (the “Merger Agreement”), by and among the Company, Sandy Spring Bank and Revere, pursuant to which Revere merged with and into Sandy Spring Bank, with Sandy Spring Bank as the surviving institution (the “Merger”). On April 1, 2020, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the completion of the Merger and other related matters. The purpose of this filing is to amend the Form 8-K filed on April 1, 2020 to include the information required by Item 9.01(a) and Item 9.01(b).
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited financial statements of Revere as of December 31, 2019 and 2018, and for each of the three years ended December 31, 2019, as well as the accompanying notes thereto and the related independent auditors’ report, are filed as Exhibit 99.1 and incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements of the Company as of and for the year ended December 31, 2019, after giving effect to the Merger, are filed as Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description |
| 23.1 | Consent of Dixon Hughes Goodman LLP |
| 99.1 | Audited Financial Statements of Revere Bank as of December 31, 2019 and 2018, and for each of the three years ended December 31, 2019 |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Statements of Sandy Spring Bancorp, Inc. as of and for the year ended December 31, 2019 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 17, 2020 | By: | /s/ Aaron M. Kaslow |
| Aaron M. Kaslow | ||
| Executive Vice President, General Counsel and Secretary | ||