As filed with the Securities and Exchange Commission on April 21, 1995
Registration No. 33-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
T. ROWE PRICE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
100 East Pratt Street
Baltimore, Maryland 21202
Maryland (Address of principal 52-0556948
(State or other executive offices) (I.R.S.
jurisdiction of Employer
incorporation or Identification
organization) No.)
T. ROWE PRICE ASSOCIATES INC.
1995 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
GEORGE A. ROCHE Copy to:
T. Rowe Price Associates, Inc. HENRY D. KAHN
100 East Pratt Street Piper & Marbury
Baltimore, Maryland 21202 36 South Charles Street
(410) 547-2099 Baltimore, Maryland 21201
(410) 576-1686
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maxi- Proposed maxi- Amount of
securities to to be mum offering mum aggregate registration
be registered registered price per share offering price fee
Common Stock
(par value 70,000 $37.00* $2,590,000 $893.10
$.20 per share)
*Computed in accordance with Rule 457(c) based on the closing price of the
registrant's common stock on April 18, 1995.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by T. Rowe Price
Associates, Inc. (the "Company") with the Securities and Exchange
Commission and are incorporated herein by reference: (a) Annual
Report on Form 10-K for the year ended December 31, 1994; and (b)
the description of the Company's capital stock contained in its
Registration Statement on Form 8-A, as amended on April 21, 1995
(file number 0-14282).
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. The documents required to
be so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES. [Not required].
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of the
Common Stock offered by this Registration Statement are being
passed upon for the Company by Piper & Marbury of Baltimore,
Maryland.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Company are indemnified under
Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland, and under Article EIGHTH, Section 7
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 Company 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 Company would have the power to
indemnify such persons under the provisions of the Maryland law
governing indemnification.
As permitted by Maryland Law, Article Eighth, Section 8 of
the Company's Charter limits the monetary liability of its
directors and officers to the Company and its stockholders to the
maximum extent permitted by Maryland law in effect from time to
time. Section 8 of Article Eighth provides as follows:
Section 8. To the fullest extent permitted by Maryland
statutory or decisional law, as amended or interpreted, no
director or officer of this Corporation shall be personally
liable to the Corporation or its stockholders for money
damages. No amendment of the charter of the Corporation or
repeal of any of its provisions shall limit or eliminate the
benefits provided to directors and officers under this
provision with respect to any act or omission which occurred
prior to such amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not
applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
5 Opinion of Piper & Marbury (contains Consent of
Counsel).
10.1 1995 Director Stock Option Plan of the Company
(incorporated by reference from the registrant's
definitive proxy statement for the annual meeting of
stockholders held on April 6, 1995).
10.2 Form of Non-Qualified Stock Option Agreement.
23.1 Consent of Counsel (contained in Exhibit 5).
23.2 Consent of Independent Accountants.
24 Power of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) 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) 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) 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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
issue.
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 21st day
of April, 1995.
T. ROWE PRICE ASSOCIATES, INC.
By: /s/
George J. Collins
President, Chief Executive
Officer and Managing Director
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
Principal Executive Officer:
/s/ President, Chief Date: April 21, 1995
George J. Collins Executive Officer
and Managing
Director
Principal Financial Officer:
/s/ Managing Date: April 21, 1995
George A. Roche Director and
Chief Financial Officer
Principal Accounting Officer:
/s/ Managing Director Date: April 21, 1995
Alvin M. Younger, Jr. Treasurer and
Secretary
A Majority of the Board of Directors:
Thomas H. Broadus, Jr., George J. Collins, Carter O. Hoffman,
Henry H. Hopkins, James S. Riepe, George A. Roche, and M. David
Testa.
By:/s/ For himself Date: April 21, 1995
George A. Roche and as
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Piper & Marbury (contains
Consent of Counsel).
10.2 Form of Non-Qualified Stock Option Agreement.
23.1 Consent of Counsel (contained in Exhibit 5).
23.2 Consent of Independent Accountants.
24 Power of Attorney.
PIPER & MARBURY
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
Baltimore, Maryland 21201-3010
410-539-2530
FAX: 410-539-0489 WASHINGTON
NEW YORK
PHILADELPHIA
LONDON
EASTON, MD
April 21, 1995
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for T. Rowe Price Associates,
Inc., a Maryland corporation (the "Company"), in connection
with a Registration Statement on Form S-8 which was filed by
the Company under the Securities Act of 1933, as amended, (the
"Registration Statement"), and which registers 70,000 shares
of the Common Stock of the Company (the "Shares") to be issued
pursuant to the Company's 1995 Director Stock Option Plan (the
"Director Plan"). In that capacity, we have reviewed the
charter and by-laws of the Company, the Registration
Statement, the corporate action taken by the Company that
provides for the issuance or delivery of the Shares to be
issued or delivered under the Director Plan and such other
materials and matters as we have deemed necessary for the
issuance of this opinion.
Based upon the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and upon issuance
and delivery thereof as contemplated in the Registration
Statement, will be, under the general corporation law of the
State of Maryland, legally issued, fully paid, and non-
assessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
our firm and to our opinion in the Registration Statement and
the prospectus which is a part thereof.
Very truly yours,
/s/ Piper & Marbury
STOCK OPTION AGREEMENT
pursuant to the
T. ROWE PRICE ASSOCIATES, INC.
1995 DIRECTOR STOCK OPTION PLAN
AGREEMENT, dated as of this 6th day of April, 1995, between T. ROWE
PRICE ASSOCIATES, INC. (the "Company"), and (the "Optionee").
WHEREAS, the Optionee is a Non-Employee Director of the Company (and
is not an employee of the Company or any of its affiliates or subsidiaries);
and
WHEREAS, the Company has and its stockholders have approved the
T. Rowe Price Associates, Inc. 1995 Director Stock Option Plan (the "Plan")
providing for the issuance of up to 70,000 shares of the Company's Common
Stock (par value $.20 per share)(the "Common Stock");
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby
mutually covenant and agree as follows:
1. Grant of Option.
Subject to the terms and conditions set forth herein, the Company
hereby grants to the Optionee the option to purchase from the Company at
a price of $38.375 per share, up to, but not exceeding in the aggregate
4,000 shares of the Company's Common Stock.
2. Exercise of Option.
(a) The number of shares of Common Stock optioned hereby shall be
exercisable in full commencing April 8, 1996.
(b) No less than 50 shares of Common Stock may be purchased upon any
one exercise of the option granted hereby unless the number of shares
purchased at such time is the total number of shares in respect of
which the option granted hereby is then exercisable.
(c) In no event shall any option granted hereby be exercisable for a
fractional share.
3. Method of Exercising Option and Payment of Option Price.
(a) The option granted hereby shall be exercised by the Optionee
delivering to the Secretary of the Company, from time to time, on any
business day (the "Exercise Date"), written notice specifying the
number of shares the Optionee then desires to purchase (the "Notice"),
and either (i) cash, certified check, bank draft or postal or express
money order to the order of the Company for an amount in United States
dollars equal to the option price for the number of shares specified
in the Notice (the "Total Option Price"), such payment to be delivered
with the Notice, or (ii) shares of Common Stock of the Company with a
value ((equal to or less than the Total Option Price, based on the
market price of the Common Stock determined at the close of business
on the Exercise Date on the Nasdaq National Market (or such other
recognized securities market on which the Common Stock is traded if
not then traded on the Nasdaq National Market)) plus cash, certified
check, bank draft or postal or express money order to the order of
the Company for an amount in United States dollars equal to the amount,
if any, by which the Total Option Price exceeds the value of such shares
of the Company's Common Stock. Such Company's stock and cash shall be
delivered to the Secretary of the Company not later than the end of the
first business day after the Exercise Date. In the case of payment in
shares, such payment shall be made by delivery of the necessary share
certificates, with executed stock powers attached, to the Secretary of
the Company.
(b) Within five business days after the Exercise Date, the Company
shall, subject to the receipt of withholding tax, if any, issue to the
Optionee the number of shares with respect to which such option shall
be so exercised, and shall deliver to the Optionee a certificate or
certificates therefor.
4. Termination.
The option granted hereby shall terminate and be of no force or effect
upon the first occurrence of any one of the following events:
(a) The expiration of ten years from the date of this Agreement;
(b) Five years after the date the Optionee ceases to be a director of
the Company for any reason, during which period any installments which
first become exercisable may thereafter be exercisable.
5. Optionee.
Whenever the word "Optionee" is used in any provision of this Agreement
under circumstances where the provision should logically be construed to
apply to the estate, personal representative, or beneficiary to whom this
option may be transferred by will or by the laws of descent and
distribution, it shall be deemed to include such person.
6. Assignability.
This option is not transferable by the Optionee otherwise than by will or
the laws of descent and distribution and is exercisable during the
Optionee's lifetime only by the Optionee. No assignment or transfer of
this option, or of the rights represented thereby, whether voluntary or
involuntary, by operation of law or otherwise, except by will or the laws
of descent and distribution, shall vest in the assignee or transferee
any interest or right herein whatsoever, but immediately upon any attempt
to assign or transfer this option the same shall terminate and be of no
force or effect.
7. Rights as a Stockholder.
The Optionee shall not be deemed for any purpose to be a stockholder of
the Company with respect to any shares as to which this option shall not
have been exercised and payment and issue made as herein provided.
8. The Company's Rights.
The existence of this option shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures,
preferred or other stocks with preference ahead of or convertible into,
or otherwise affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business or any other corporate act or
proceeding, whether of a similar character or otherwise.
9. Recapitalization.
The shares with respect to which this option is granted are shares of the
Common Stock of the Company as constituted on the date of this Agreement,
but if, and whenever, prior to the delivery by the Company of all of the
shares of Common Stock with respect to which this option is granted, the
Company shall effect a subdivision or consolidation of shares, or other
capital readjustment, or the payment of a stock dividend, or other
increase or decrease in the number of shares of Common Stock outstanding,
without receiving compensation therefor in money, services or property,
then (a) in the event of any increase in the number of such shares
outstanding, the number of shares of Common Stock then remaining subject
to option hereunder shall be proportionately increased (except that any
fraction of a share resulting from any such adjustment shall be excluded
from the operation of this Agreement), and the cash consideration payable
per share shall be proportionately reduced, and (b) in the event of a
reduction in the number of such shares outstanding, the number of shares
of Common Stock then remaining subject to option hereunder shall be
proportionately reduced (except that any fractional share resulting from
any such adjustment shall be excluded from the operation of this
Agreement), and the cash consideration payable per share shall be
proportionately increased.
10. Merger and Consolidation.
After a merger of one or more corporations into the Company, or after a
consolidation of the Company and one or more corporations in which the
Company shall be the surviving or resulting corporation, the Optionee
shall, at no additional cost, be entitled upon any exercise of this
option, to receive (subject to any required action by stockholders) in
lieu of the number of shares as to which this option shall then be so
exercised, the number and class of shares of stock or other securities to
which the Optionee would have been entitled pursuant to the terms of the
agreement of merger or consolidation, if, immediately prior to such
merger or consolidation, the Optionee had been the holder of record of a
number of shares of Common Stock of the Company equal to the number of
shares as to which such option shall be so exercised; provided, that
anything herein contained to the contrary notwithstanding,
upon the dissolution or liquidation of the Company, or upon any merger
or consolidation, in which the Company is not the surviving or resulting
corporation, this option shall terminate and be of no force or
effect, except to the extent that such surviving or resulting corporation
may issue a substituted option.
11. Preemption of Applicable Laws or Regulations.
Anything in this Agreement to the contrary notwithstanding, if, at any
time specified herein for the issue of shares to the Optionee, any law,
regulation or requirements of any governmental authority having
jurisdiction in the premises shall require either the Company or the
Optionee to take any action in connection with the shares then to be
issued, the issue of such shares shall be deferred until such action
shall have been taken.
12. Notice.
Any notice which either party hereto may be required or permitted to give
to the other shall be in writing, and may be delivered personally or by
mail, postage prepaid, addressed as follows: to the Secretary of the
Company, or to the Company (attention of the Secretary), at 100 East Pratt
Street, Baltimore, Maryland 21202, or at such other address as the
Company, by notice to the Optionee, may designate in writing from time to
time to the Optionee at the Optionee's address as shown on the records
of the Company, or at such other address as the Optionee, by notice to the
Secretary of the Company, may designate in writing from time to time.
13. Construction.
This Agreement has been entered into in accordance with the terms of the
Plan and wherever a conflict may arise between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall control.
14. The option created by this Agreement shall not be treated as an
incentive stock option.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and the Optionee has hereunto set his or
her hand and seal all as of the day and year first above written.
THE COMPANY:
T. Rowe Price Associates, Inc.
By:
THE OPTIONEE:
(L.S.)
PIPER & MARBURY
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3010 WASHINGTON
410-539-2530 NEW YORK
FAX: 410-539-0489 PHILADELPHIA
LONDON
EASTON, MD
APRIL 21, 1995
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for T. Rowe Price Associates, Inc., a Maryland
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 which was filed by the Company under the Securities Act of 1933, as
amended, (the "Registration Statement"), and which registers 70,000 shares of
the Common Stock of the Company (the "Shares") to be issued pursuant to the
Company's 1995 Director Stock Option Plan (the "Director Plan"). In that
capacity, we have reviewed the charter and by-laws of the Company, the
Registration Statement, the corporate action taken by the Company that
provides for the issuance or delivery of the Shares to be issued or delivered
under the Director Plan and such other materials and matters as we have
deemed necessary for the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly and validly authorized and upon issuance and delivery thereof as
contemplated in the Registration Statement, will be, under the gernal
corporation law of the State of Maryland, legally issued, fully paid, and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Regis-
tration Statement and to the reference to our firm and to our opinion in the
Registration Statement and the prospectus which is a part thereof.
Very truly yours,
/s/ Piper & Marbury
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
25, 1995, appearing on page 22 of the T. Rowe Price Associates,
Inc. Annual Report on Form 10-K for the year ended December 31,
1994.
/s/ PRICE WATERHOUSE LLP
Baltimore, Maryland
April 20, 1995
T. ROWE PRICE ASSOCIATES, INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
directors and officers of T. Rowe Price Associates, Inc., a
Maryland corporation, constitute and appoint George J. Collins,
George A. Roche, and Alvin M. Younger, Jr. or any one of them,
the true and lawful agents and attorneys-in-fact of the
undersigned with full power and authority in said agents and
attorneys-in-fact, and in any one or more of them, to sign for
the undersigned in their respective names as directors and
officers of T. Rowe Price Associates, Inc., a Registration
Statement on Form S-8 (or other appropriate form) to be filed
with the Securities and Exchange Commission under the Securities
Act of 1933 and any amendment or supplement to such registration
statement relating to the sale of common stock under the T. Rowe
Price Associates, Inc. 1995 Director Stock Option Plan. We
hereby confirm all acts taken by such agents and attorneys-in-
fact, or any one or more of them, as herein authorized.
DATED: April 21, 1995
/s/
George J. Collins,
Principal Executive Officer and Director
/s/
George A. Roche,
Principal Financial Officer and Director
/s/
Alvin M. Younger, Jr.
Principal Accounting Officer
/s/
Thomas H. Broadus, Jr.
/s/
Carter O. Hoffman
/s/
Henry H. Hopkins
/s/
James S. Riepe
/s/
M. David Testa
