As filed with the Securities and Exchange Commission on January 24, 1997
Registration No. 33-
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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.
1996 STOCK INCENTIVE 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 L.L.P.
Baltimore, Maryland 21202 36 South Charles Street
(410) 345-2099 Baltimore, Maryland 21201
(410) 576-1686
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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
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Common Stock 8,000,000 $43.125* $345,000,000 $104,546
(par value
$.20 per share)
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*Computed in accordance with Rule 457(h)(1) and (c) based on the closing price
of the registrant's common stock on January 22, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I, to the extent applicable, is included
in documents sent or given to the participants in the 1996 Stock Incentive Plan
of T. Rowe Price Associates, Inc. (the "Company") pursuant to Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents have been filed by the Company with the Securities
and Exchange Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1995, the end of the
Company's fiscal year covered by the report referred to in (a) above; and
(c) the description of the Company's common stock, par value $0.20 per
share contained in its Registration Statement on Form S-1 (File No. 33-3398), as
amended by Amendment No. 1 on Form 8-A/A (File No. 0-14282).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 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 then 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.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable because the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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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 L.L.P. of Baltimore, Maryland.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Directors and officers of the Company are indemnified to the full extent
provided by 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.
Section 2 of the 1996 Stock Incentive Plan, "Administration," provides that
no member of the Board of Directors or of the committee designated to administer
the Plan "shall be liable for any action or determination made in good faith,
nor for any matter as to which the Company's charter limits the liability of
directors." Such committee members are entitled to indemnification and
reimbursement in the manner provided in the Company's charter and by-laws in
addition to coverage under any directors' and officers' liability insurance in
effect from time to time.
As permitted by Maryland Law, Article Eighth, Section 8 of the Company's
Charter limits the monetary liability of the Company's 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 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.
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Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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4.1 1996 Stock Incentive Plan of the Company (incorporated by
reference from the registrant's definitive proxy statement for
the annual meeting of stockholders held on April 12, 1996).
4.2 Form of Incentive Stock Option Agreement.
4.3 Form of Non-Qualified Stock Option Agreement.
5.1 Opinion of Piper & Marbury L.L.P., as to the legality of the
securities being offered (includes Consent of Counsel).
23.1 Consent of Piper & Marbury L.L.P. (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney.
ITEM 9. UNDERTAKINGS.
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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
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 28th day
of January, 1997.
T. ROWE PRICE ASSOCIATES, INC.
By: /s/ George J. Collins
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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/ George J. Collins Date: January 24, 1997
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George J. Collins President, Chief
Executive Officer
and Managing
Director
Principal Financial Officer:
/s/ George A. Roche Date: January 24, 1997
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George A. Roche Managing
Director and
Chief Financial Officer
Principal Accounting Officer:
/s/ Alvin M. Younger, Jr. Date: January 24, 1997
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Alvin M. Younger, Jr. Managing Director
Treasurer and
Secretary
A Majority of the Board of Directors:
George J. Collins, Henry H. Hopkins, James A.C. Kennedy, John H. Laporte, James
S. Riepe, William T. Reynolds, George A. Roche, and M. David Testa.
By: /s/ George A. Roche For himself Date: January 24, 1997
------------------- and as
George A. Roche Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Description Page Number
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4.1 1996 Stock Incentive Plan of the Company
incorporated by reference from the registrant's
definitive proxy statement for the annual meeting of
stockholders held on April 12, 1996).
4.2 Form of Incentive Stock Option Agreement. 9
4.3 Form of Non-Qualified Stock Option Agreement. 18
5.1 Opinion of Piper & Marbury L.L.P., as to the legality
of the securities being offered (includes Consent of Counsel). 27
23.1 Consent of Piper & Marbury L.L.P. (included in the opinion 27
filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Price Waterhouse LLP. 28
24 Power of Attorney. 29