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THE EXHIBIT INDEX IS ON PAGE 7
As filed with the Securities and Exchange Commission on ______
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)
____________________
1995 NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN
(Full title of the plan)
____________________
Robert F. Price
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>
Title of Proposed Proposed
securities Amount maximum maximum
to be to be offering aggregate Amount of
registered registered price per unit offering price registration fee
Common Stock
(par value
$.10 per
<S> <C> <C> <C> <C> <C> <C>
share) 150,000 $40.25 $6,037,500 $2,081.90 (1)
</TABLE>
(1) Pursuant to Rule 457 (h), the proposed maximum aggregate offering
price and amount of registration fee are based upon the average of the high and
low prices reported in the consolidated reporting system on May 19, 1995.
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PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrant are incorporated herein by
reference: (a) registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act") or the registrant's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "1933 Act") that
contains audited financial statements for the registrant's latest fiscal year
for which such statements have been filed; (b) all other reports filed pursuant
to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year
covered by the annual report or prospectus referred to in (a) above; (c) the
description of the Common Stock of the registrant contained in a registration
statement filed under the 1934 Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part thereof from the date of
filing of such documents.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
At the time of the issuance of the Opinion of Counsel, Robert F. Price was
employed as Secretary and General Counsel of the registrant and held, directly
or indirectly, 37,690 shares of the Common Stock of the registrant as well as
options to purchase an additional 12,900 shares and debentures convertible into
an additional 25,975 shares.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the registrant are indemnified under Section 2-
418 of the Corporations and Associations Article of the Annotated Code of
Maryland, and under Article Eight, Section Eight of the registrant's charter.
As permitted under Subsection (k) of Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland, the registrant has
purchased and maintains insurance on behalf of its directors and officers
against any liability asserted against such directors and officers in their
capacities as such whether or not the registrant would have the power to
indemnify such persons under the provisions of the Maryland law governing
indemnification.
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Item 9. UNDERTAKINGS
Rule 415 Offering.
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
Filing Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Incorporated Annual and Quarterly Reports.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
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Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 8th day of May 1995.
ALEX. BROWN INCORPORATED
By: s/ A. B. Krongard
Chairman of the Board
Pursuant to the requirements of the 1933 Act, this registration statement
has been signed below by the following persons who comprise a majority of the
Board of the registrant, in the capacities and on the date indicated.
Name Title Date
<TABLE>
<CAPTION>
<S> <C> <S> <C>
s/ A. B. Krongard Chief Executive Officer May 8, 1995
A. B. Krongard and Director
s/ May A. Shattuck President; Chief May 8, 1995
Mayo A. Shattuck III Operating Officer
and Director
s/ Beverly L. Wright Treasurer; Chief May 15, 1995
Beverly L. Wright Financial Officer
s/ Lee A. Ault Director May 10, 1995
Lee A. Ault
s/ Neil R. Austrian Director May 8, 1995
Neil R. Austrian
s/ Thomas C. Barry Director May 17, 1995
Thomas C. Barry
s/ Benjamin H. Griswold Director May 15, 1995
Benjamin H. Griswold IV
s/ Donald B. Hebb, Jr. Director May 9, 1995
Donald B. Hebb, Jr.
s/ Steven Muller Director May 8, 1995
Steven Muller, Ph.D
s/ David M. Norman Director May 8, 1995
David M. Norman
s/ Frank E. Richardson Director May 10, 1995
Frank E. Richardson
</TABLE>
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EXHIBIT INDEX
Exhibit Number Description Page
4 1995 Non-Employee Director Stock Purchase Plan 8
5 Opinion of Robert F. Price (contains 11
Consent of Counsel) relating to the 1995
Non-Employee Director Stock Purchase Plan
23.1 Consent of Counsel (contained in Exhibit 5) 11
23.2 Consent of KPMG Peat Marwick LLP relating to the 12
1995 Non-Employee Director Stock Purchase Plan
<PAGE>
EXHIBIT 4
1995 NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN
Section 1. Purposes
The purposes of the Alex. Brown Incorporated 1995 Non-Employee Director
Stock Purchase Plan (the "Plan") are to encourage Non-Employee Directors of
Alex. Brown Incorporated (the "Company") to increase the level of their
ownership of the Company's Common Stock (the "Stock"), to reinforce
participating directors' roles in enhancing stockholder value and to provide an
additional means of attracting and retaining Non-Employee Directors.
Section 2. Participants
All persons who are elected or appointed to the Company's Board of
Directors at or after the 1995 Annual Meeting of Stockholders, and who are not
officers or employees of the Company or any of its subsidiaries or affiliates,
are eligible to participate in the Plan.
Section 3. Available Shares
A total of 150,000 shares of Stock will be available for purchase under the
Plan. In the event of a subdivision or combination of the Stock, or of a Stock
dividend, the maximum number of shares which may thereafter be issued and sold
under the Plan will be proportionately increased or decreased.
Section 4. Purchase Price of Stock
Stock may be purchased under the Plan at 85% of the "Fair Market Value" of
the Stock (the "Purchase Price"). "Fair Market Value" means the last reported
sale price of the Stock reflected on the New York Stock Exchange Composite
Listing on the applicable purchase date, or if there are no sales on such date,
on the next preceding business day on which there were such sales. No
commission or related expenses will be charged with respect to purchases under
the Plan.
Section 5. Purchase Limitations
Each Non-Employee Director has the option to purchase up to a maximum of
$100,000 Fair Market Value of Stock under the Plan in any calendar year in which
the Plan is in effect. Notwithstanding any other provision of the Plan, no
participating director may purchase Stock under the Plan if immediately after
such purchase, the director owns, actually or beneficially (within the meaning
of Section 13(d) of the Securities Exchange Act of 1934, as amended) or has any
other option to purchase, as much as 5% of the shares (either in voting power or
value) of the Stock.
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Section 6. Purchase Dates
Stock may be purchased under the Plan on any day during any period
commencing on the third trading day following the Company's release for
publication of quarterly or annual summary statements of earnings and ending on
the thirtieth calendar day thereafter, subject to such further restrictions as
may be imposed by the Company's General Counsel, or his or her delegate, in
order to ensure that all purchases of Stock by officers and directors are in
compliance with applicable laws.
Section 7. Vesting; Restrictions on Sale or Assignment
Stock purchased under the Plan vests immediately upon payment of the
applicable Purchase Price. Stock acquired pursuant to the Plan may not be sold
or assigned until six (6) months after the applicable purchase date (the
"Restriction Period") and, if Stock acquired pursuant to the Plan is sold (other
than in connection with a cash tender offer) within two (2) years from the
applicable purchase date (the "Forfeiture Period"), the participant shall remit
to the Company, at the time of sale, the excess, if any, of the net sale
proceeds over the Purchase Price; in each such case transactions shall be
measured using the "first-in, first-out method." The Stock certificates for
shares of Stock issued under the Plan shall be held by the Company during the
Forfeiture Period. As soon as practicable following the expiration of the
Forfeiture Period, the Company shall deliver to the participant the Stock
certificate with respect to that Stock. During the Forfeiture Period, the
participating director shall have all the rights of a stockholder with
respect to such Stock, except that during the Restriction Period such Stock
shall not be transferable other than by will or laws of descent and
distribution and during the remainder of the Forfeiture Period, any transfer
other than by sale, will or laws of descent and distribution must be approved
by the Company and the transferee must agree to be bound by the same
limitations as the transferor.
Section 8. Administration, Amendments and Termination
The Plan shall be administered and interpreted by the Company's Board of
Directors as a formula plan meeting the conditions of Rule 16b-3(c)(2)(ii)
promulgated under the Securities Exchange Act of 1934. The Company's Board of
Directors reserves the right to amend, modify or discontinue the Plan at any
time, except that (1) no action which would materially (i) increase the benefits
accruing to participants under the Plan, (ii) increase the number of securities
which may be issued under the Plan, or (iii) modify the requirements as to
eligibility for participation under the Plan, shall become effective unless it
has been approved, directly or indirectly, by the affirmative vote of the
holders of a majority of the securities present, or represented, and entitled to
vote at a meeting duly held in accordance with the laws of the State of
Maryland; and (2) the provisions of the Plan which specify the amount and price
^L<PAGE>
of securities that may be purchased under the Plan and the timing of such
purchases, shall not be amended more than once every six (6) months, other than
to comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act of 1974, or the rules thereunder. The Plan shall terminate
automatically upon issuance of certificates for all Stock available for purchase
under the Plan.
Section 9. Effect of Certain Record Dates
In the event that a record date is fixed by the Company's Board of
Directors for the issuance of subscription rights, a Stock dividend or for a
subdivision or combination of outstanding shares, no purchase of Stock will be
deemed to be completed on such record date. The right to have the purchase of
Stock completed, although temporarily suspended on such a record date, will be
restored on the next following business day which is not such a record date.
Section 10. Non-transferability
Rights to purchase Stock under the Plan may not be sold, pledged, assigned
or transferred in any manner.
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Exhibits 5 & 23.1
May 22, 1995
Alex. Brown Incorporated
135 East Baltimore Street
Baltimore, Maryland 21202
Re: 1995 Non-Employee Director Stock Purchase Plan
Dear Sirs:
As General Counsel for Alex. Brown Incorporated (the "Company"), I have
reviewed and am familiar with the Company's 1995 Non-Employee Director Stock
Purchase Plan (the "Plan"), as adopted by the Board of Directors on
March 1, 1995 and approved by the stockholders of the Company at the Annual
Meeting held on April 25, 1995, the charter, by-laws and corporate proceedings
relating to the adoption of the Plan and the authorization for issuance of up to
150,000 shares of Common Stock, $.10 par value, (the "Shares") under the Plan,
the Registration Statement of the Company on Form S-8, 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
^L<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Alex. Brown Incorporated
We consent to the use of our report incorporated herein by reference.
s/ KPMG PEAT MARWICK LLP
Baltimore, Maryland
May 11, 1995
