<PAGE>
THE EXHIBIT INDEX IS ON PAGE 6
As filed with the Securities and Exchange Commission on May 17, 1994
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________________
ALEX. BROWN INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 52-1434118
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
135 East Baltimore Street
Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
____________________
1991 EQUITY INCENTIVE PLAN
(Full title of the plan)
____________________
Robert F. Price, Esq.
Secretary and General Counsel
Alex. Brown Incorporated
135 East Baltimore Street
Baltimore, Maryland 21202
(410) 727-1700
(Name, address and telephone number,
including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Title of Proposed Proposed
securities Amount maximum maximum
to be to be offering aggregate Amount of
registered registered price per unit offering price registration
Common Stock
(par value
$.10 per
share) 1,056,000 $ 23.75 $25,080,000 $8,648.28
</TABLE>
Pursuant to Rule 457(g), the proposed maximum aggregate offering price and
amount of registration fee are based upon the price at which the debentures
convertible into the Common Stock hereby registered may be exercised.
<PAGE>
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the Form S-8 Registration Statement,
Registration No. 33-40619, as filed with the Securities and
Exchange Commission on May 16, 1991, and as supplemented on March
16, 1992, via Registration No. 33-46282, and as supplemented on
August 5, 1993, via Registration No. 33-67050, are herewith
incorporated by reference.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
At the time of the issuance of the Opinion of Counsel, Robert
F. Price, Esq. was employed as General Counsel of the registrant
and held, directly or indirectly, 37,539 shares of the Common Stock
of the registrant as well as options to purchase an additional
9,900 shares and debentures convertible into an additional 17,975 shares.
AMENDMENTS TO THE 1991 EQUITY INCENTIVE PLAN
On April 25, 1994, the registrant's stockholders approved the
following amendments to the 1991 Equity Incentive Plan:
I. Section 5(a) has been amended to read as follows:
Subject to adjustment under subsection (b), Awards may be made
under the Plan in each calendar year during any part of which the
Plan is effective in respect of a maximum of seven and one-half
percent (7.5%) of the total shares of Common Stock outstanding on
the first day of such year, provided that Awards with respect to
up to an additional 1,056,000 shares of Common Stock may be made
under Section 10 of the Plan during the period August 4, 1993
through December 31, 1993. If any award in respect of shares of
Common Stock expires or is terminated unexercised or is forfeited
for any reason, the shares subject to such Award, to the extent of
such expiration, termination or forfeiture shall again be available
for Award under the Plan. Common Stock issued through the
assumption or substitution of outstanding grants from any acquired
company shall not reduce the shares available for Awards under the
Plan.
<PAGE>
2. Section 12(h) has been amended to read as follows:
(h) Loans. The Committee may authorize the making of loans
or cash payments to Participants in connection with any Award under
the Plan. Such loans may be secured by any security, including
Common Stock, underlying or related to such Award (provided that
such loan shall not exceed the Fair Market Value of the security
subject to such Award). Certain loans, or any portion thereof,
will be forgiven under the terms of the loans if the Company's
return on equity for subsequent annual periods, or its cumulative
return on equity for subsequent three year periods, exceeds targets
predetermined by the Committee. The maximum amount of such loans
to any Participant is limited to the Fair Market Value
of the maximum number of shares in respect of which Awards may be
made pursuant to Section 12(1). Other loans may be forgiven upon
such terms and conditions as the Committee may establish at the
time of such loans or at anytime thereafter.
3. A new Section 12(l) has been added to read as follows:
Notwithstanding any other provisions of the Plan, the
Committee may not grant to any one Participant Awards under the
Plan in respect of more than 250,000 shares of Common Stock in any
calendar year during any part of which the Plan is effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Baltimore, and the State of Maryland, on this 25th day of April,
1994.
ALEX. BROWN INCORPORATED
By: s/ A. B. Krongard
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons (or where indicated, for the following persons, pursuant
to a power of attorney dated May 15, 1991, by Beverly L. Wright in
her capacity as agent and attorney-in-fact) who comprise a majority
of the Board of the registrant, in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <S> <C> <C>
s/ A. B. Krongard Chief Executive Officer April 25, 1994
A. B. Krongard and Director
s/ Mayo A. Shattuck III President; Chief April 25, 1994
Mayo A. Shattuck III Operating Officer
and Director
s/ Beverly L. Wright Treasurer; Chief May 9, 1994
Beverly L. Wright Financial Officer
s/ Lee A. Ault Director April 25, 1994
Lee A. Ault
s/ Thomas C. Barry Director April 25, 1994
Thomas C. Barry
s/ Andre W. Brewster Director April 25, 1994
Andre W. Brewster
s/ Benjamin H. Griswold IV Director April 25, 1994
Benjamin H. Griswold IV
s/ Donald B. Hebb, Jr. Director April 25, 1994
Donald B. Hebb, Jr.
s/ Steven Muller, Ph.D Director April 25, 1994
Steven Muller, Ph.D
_____________________________ Director , 1994
David M. Norman
s/ Frank E. Richardson Director April 25, 1994
Frank E. Richardson
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
5 Opinion of Robert F. Price, Esq. (contains 7
Consent of Counsel) relating to the 1991
Equity Incentive Plan
23.1 Consent of Counsel (contained in Exhibit 5) 7
23.2 Consent of KPMG Peat Marwick relating to the 8
1991 Equity Incentive Plan
EXHIBIT 5
Exhibit 5 & 23.1
May 17, 1994
Alex. Brown Incorporated
135 East Baltimore Street
Baltimore, Maryland 21202
Re: 1991 Equity Incentive Plan
Dear Sirs:
As General Counsel for Alex. Brown Incorporated (the
"Company") I have reviewed and am familiar with the Company's
1991 Equity Incentive Plan (the "Plan"), as adopted by the Board
of Directors on March 21, 1991 and approved by the stockholders
of the Company at the Annual Meeting held on May 15, 1991 and
thereafter amended by the stockholders at the Annual Meeting held
on April 25, 1994, the charter, by-laws and corporate proceedings
relating to the adoption of the Plan and the authorization of
equity incentive awards and subsequent issuances of shares of
Common Stock, $.10 par value, (the "Shares") under the Plan, the
Registration Statement of the Company on Form S-8, as
supplemented, filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the
offering of the Shares and such other documents and matters of
law as I have deemed necessary in connection with the rendering
of the opinion set forth herein.
Based upon the foregoing, in my opinion the Shares offered
under, and in accordance with the terms of, the Plan will be
legally and validly authorized and issued and will be fully paid
and nonassessable in the hands of the holders thereof under the
laws of the State of Maryland.
I hereby consent to the filing of this opinion as Exhibit 5
to the above-mentioned Registration Statement.
Very truly yours,
s/ Robert F. Price
Robert F. Price
General Counsel
<PAGE>
EXHIBIT 23.2
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Alex. Brown Incorporated:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports on the financial statements
and schedules included in the Annual Report on Form 10-K of Alex.
Brown Incorporated for the year ended December 31, 1993.
S/ KPMG PEAT MARWICK
Baltimore, Maryland
May 16, 1994
