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herein shall be deemed to be modified or superseded for purposes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.