Washington, DC 20549





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


Date of Report (Date of earliest event reported): November 22, 2017



(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))


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. ¨








Item 8.01 Other Events.


On November 22, 2017, Sandy Spring Bancorp, Inc. (the “Company”) issued a press release announcing that it received the requisite regulatory approvals for its previously announced pending acquisition of WashingtonFirst Bankshares, Inc. (“WashingtonFirst”), the parent of WashingtonFirst Bank, pursuant to the Agreement and Plan of Merger, dated as of May 15, 2017, by and among the Company, WashingtonFirst and Touchdown Acquisition, Inc., a wholly-owned subsidiary of the Company. The Company anticipates the closing to occur on January 1, 2018. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.


Item 9.01 Financial Statements and Exhibits.


  (d) Exhibits.    
    Exhibit No. Description
    99.1 Press Release dated November 22, 2017








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.



Date:  November 22, 2017 By: /s/ Ronald E. Kuykendall
      Ronald E. Kuykendall
    General Counsel and Secretary