As filed with the Securities and Exchange Commission on April 27, 2001
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
T. ROWE PRICE GROUP, INC.
(AS SUCCESSOR TO T. ROWE PRICE ASSOCIATES, INC.)
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-2264646
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
100 East Pratt Street
Baltimore, Maryland 21202
(Address of principal executive offices) (Zip Code)
T. ROWE PRICE GROUP, INC. 2001 STOCK INCENTIVE PLAN
T. ROWE PRICE GROUP, INC. 1986 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
George A. Roche
Chairman of the Board and President Robert W. Smith, Jr., Esquire
T. Rowe Price Group, Inc. Piper Marbury Rudnick & Wolfe LLP
100 East Pratt Street 6225 Smith Avenue
Baltimore, Maryland 21202 Baltimore, Maryland 21209-3600
(410) 345-2000 (410) 580-3000
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered Price Per Unit (3) Offering Price (3) Fee
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, $.20 par value (1)
Shares not previously registered 11,200,000 $34.40 $385,280,000 $96,320
Shares registered under prior plans 5,891,649 N/A (4) N/A (4) N/A (4)
========================================================================================================================
TOTAL 17,091,649(2) $34.40 $385,280,000 $96,320
=========================================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of shares of
Common Stock that may be offered or issued by reason of stock splits, stock
dividends or similar transactions.
(2) Of the 17,091,649 shares to be registered under this Registration
Statement, 3,200,000 shares are to be registered for offer or sale under
the Registrant's 1986 Employee Stock Purchase Plan and 13,891,649 shares
are to be registered for offer or sale under the Registrant's 2001 Stock
Incentive Plan (the "2001 Plan"). Of the 13,891,649 shares to be
registered for offer or sale under the Registrant's 2001 Plan, (a) 674,473
shares were previously registered for offer or sale under the Registrant's
1993 Stock Incentive Plan (the "1993 Plan") pursuant to the registration
statement on Form S-8 filed on December 3, 1993 (file no. 33-72568), (b)
5,217,176 shares were previously registered for offer or sale under the
Registrant's 1996 Stock Incentive Plan (the "1996 Plan") pursuant to the
registration statement on Form S-8 filed on January 24, 1997 (file no. 333-
20333) (the shares specified in clauses (a) and (b) are hereafter
collectively referred to in this Registration Statement as the "Carried
Forward Shares"), and (c) the balance are newly registered shares. The
1993 Plan and the 1996 Plan were terminated effective April 5, 2001. The
Carried Forward Shares are shares that were available for grant under the
1993 and 1996 Plans when those plans terminated.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h) under the Securities Act. The proposed maximum
offering price per share, proposed maximum aggregate offering price and the
amount of the registration fee are based on the average of the high and low
prices of T. Rowe Price Group, Inc. Common Stock reported on the Nasdaq
National Market on April 24, 2001 (i.e., $34.40).
(4) The Carried Forward Shares with respect to the 1993 Plan were registered on
Form S-8 filed on December 3, 1993 (file no. 33-72568) and the Registrant
paid a total fee of $41,380, of which $1,744 related to the Carried Forward
Shares. The Carried Forward Shares with respect to the 1996 Plan were
registered on Form S-8 filed on January 24, 1997 (file no. 333-20333) and
the Registrant paid a total fee of $104,546, of which $34,090 related to
the Carried Forward Shares. Pursuant to Interpretation 89 under Section G
of the Manual of Publicly Available Telephone Interpretations of the
Division of Corporation Finance of the Securities and Exchange Commission
(July 1997) and Instruction E to the General Instructions to Form S-8, the
Registrant has carried forward the registration fee for the Carried Forward
Shares. The Registrant is concurrently filing Post-Effective Amendment No.
2 to the Registration Statements on Form S-8 (file no. 33-72568 and 333-
20333) to reflect the carry forward of shares registered thereunder to this
Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement
pursuant to the introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have previously been filed by the Registrant
with the Securities and Exchange Commission (File No. 333-36714), are
incorporated by reference herein and shall be deemed to be part of this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 2000;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal
year covered by the document referred to in (a) above; and
(c) Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the Registrant
under the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 of this Registration Statement from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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 EIGHTH, Section 6 of the Registrant's Charter as follows:
(6) The Corporation shall indemnify (a) its directors to the full
extent provided by the general laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures
provided by such laws; (b) its officers to the same extent it shall
indemnify its directors; and (c) its officers who are not directors to such
further extent as shall be authorized by the Board of Directors and be
consistent with law. The foregoing shall not limit the authority of the
Corporation to indemnify other employees and agents consistent with law.
As permitted by Maryland Law, Article EIGHTH, Section 7 of the Registrant's
Charter limits the monetary liability of its directors and officers to the
Registrant and its stockholders to the maximum extent permitted by
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Maryland law in effect from time to time. Article EIGHTH, Section 7 of the
Registrant's Charter provides as follows:
(7) 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 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
The following exhibits are filed herewith or incorporated herein by
reference.
Exhibit Description
- ------ ---------------------------------------------------------------------------------------------------
4.1 Amended and Restated Charter of T. Rowe Price Group, Inc. as of March 9, 2001 (Incorporated by
reference from Form 10-K for the year ended December 31, 2000 (Accession No.
0001113169-01-000003)).
4.2 Bylaws of T. Rowe Price Group, Inc. (Incorporated by reference from Exhibit D to the definitive
Proxy Statement/Prospectus dated May 24, 2000 and filed on May 26, 2000, which forms part of the
Registration Statement on Form S-4 (File No. 333-36714; Accession No. 0001113169-00-000003)).
4.3 T. Rowe Price Group, Inc. 2001 Stock Incentive Plan (Incorporated by reference to the definitive
Proxy Statement on Form DEF 14A filed on February 26, 2001; Accession No. 0001113169-01-000002;
CIK 0001113169).
4.4 T. Rowe Price Group, Inc. 1986 Employee Stock Purchase Plan, restated as of September 6, 2000
(Incorporated by reference from the Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 filed on January 9, 2001; Accession No. 0000950169-01-000015; CIK 0001113169).
5 Opinion of Piper Marbury Rudnick & Wolfe LLP as to the legality of the securities being offered
(includes Consent of Counsel) (filed herewith).
23.1 Consent of Counsel (contained in Exhibit 5 to this Registration Statement).
23.2 Consent of Independent Accountants (filed herewith).
24 Power of Attorney (filed herewith).
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 the
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 this Registration Statement;
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(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.
Paragraphs (l)(i) and (l)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, T.
Rowe Price Group, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Registration Statement 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, State
of Maryland, on this 27th day of April, 2001.
T. ROWE PRICE GROUP, INC.
By: /s/ Barbara A. Van Horn
-----------------------
Barbara A. Van Horn, as Attorney-in-Fact for
George A. Roche
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
* George A. Roche April 27, 2001
- ----------------------------------- Chairman of the Board and President
George A. Roche (Principal Executive Officer)
* Cristina Wasiak April 27, 2001
- ----------------------------------- Managing Director and Chief Financial Officer
Cristina Wasiak (Principal Financial Officer)
* Joseph P. Croteau April 27, 2001
- ----------------------------------- Vice President and Treasurer
Joseph P. Croteau (Principal Accounting Officer)
* By: /s/ Barbara A. Van Horn, As Attorney-in-Fact
-------------------------
Barbara A. Van Horn
A majority of the Board of Directors:
Edward C. Bernard, Donald B. Hebb, Jr., Henry H. Hopkins, James A.C. Kennedy,
John H. Laporte, Richard L. Menschel, William T. Reynolds, James S. Riepe,
George A. Roche, Brian C. Rogers, M. David Testa, Martin G. Wade, Anne Marie
Whittemore
/s/ Barbara A. Van Horn As Attorney-in-Fact April 27, 2001
- -----------------------------------
Barbara A. Van Horn
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------------------------------------------------------------------------------------------------------------------
4.1 Amended and Restated Charter of T. Rowe Price Group, Inc. as of March 9, 2001 (Incorporated by
reference from Form 10-K for the year ended December 31, 2000 (Accession No.
0001113169-01-000003)).
- ------------------------------------------------------------------------------------------------------------------
4.2 Bylaws of T. Rowe Price Group, Inc. (Incorporated by reference from Exhibit D to the definitive
Proxy Statement/Prospectus dated May 24, 2000 and filed on May 26, 2000, which forms part of the
Registration Statement on Form S-4 (File No. 333-36714; Accession No. 0001113169-00-000003)).
- ------------------------------------------------------------------------------------------------------------------
4.3 T. Rowe Price Group, Inc. 2001 Stock Incentive Plan (Incorporated by reference to the definitive
Proxy Statement on Form DEF 14A filed on February 26, 2001; Accession No. 0001113169-01-000002;
CIK 0001113169).
- ------------------------------------------------------------------------------------------------------------------
4.4 T. Rowe Price Group, Inc. 1986 Employee Stock Purchase Plan, restated as of September 6, 2000
(Incorporated by reference from the Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 filed on January 9, 2001; Accession No. 0000950169-01-000015; CIK 0001113169).
- ------------------------------------------------------------------------------------------------------------------
5 Opinion of Piper Marbury Rudnick & Wolfe LLP as to the legality of the securities being offered
(includes Consent of Counsel) (filed herewith).
- ------------------------------------------------------------------------------------------------------------------
23.1 Consent of Counsel (contained in Exhibit 5 to this Registration Statement).
- ------------------------------------------------------------------------------------------------------------------
23.2 Consent of Independent Accountants (filed herewith).
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24 Power of Attorney (filed herewith).
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