As filed with the Securities and Exchange Commission on November 15, 1999
Registration No. _________
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)
Maryland 52-0556948
(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 ASSOCIATES, INC. 1998 DIRECTOR STOCK OPTION PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
George A. Roche Robert W. Smith, Jr., Esquire
T. Rowe Price Associates, Inc. Piper Marbury Rudnick & Wolfe L.L.P.
100 East Pratt Street 36 South Charles Street
Baltimore, Maryland 21202 Baltimore, Maryland 21201
(410) 345-2099 (410) 539-2530
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(2) Offering Price(2) Fee
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------===================
Common Stock (par value $0.20 400,000(1) $35.94 $14,376,000 $3,997
per share)
===================================================================================================================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), 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) 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 Associates, Inc. Common Stock reported on the Nasdaq National Market on
November 11, 1999 (i.e., $35.94).
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 T. Rowe Price Associates,
Inc. 1998 Director Stock Option Plan pursuant to Rule 428 under the Securities
Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 (the "Commission")
and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, and Quarterly Reports on Forms 10-Q for the
quarters ended March 31 1999, June 30, 1999 and September 30,
1999;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended ("Exchange
Act"), since December 31, 1998; and
(c) Description of Common Stock of the Company contained or
incorporated in the registration statements filed by the
Company under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company 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 because the class of securities to be offered is registered
under Section 12 of the Securities Exchange.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
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 Company'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 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.
Not applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 T. Rowe Price Associates, Inc. 1998 Director Stock Option Plan
(incorporated by reference from the Company's definitive proxy
statement for the annual meeting of the stockholders held on April 16,
1998)
4.2 Form of Non-Qualified Stock Option Agreement
5.0 Opinion of Piper Marbury Rudnick & Wolfe L.L.P., as to the legality of
the securities being offered (includes Consent of Counsel)
23.1 Consent of Piper Marbury Rudnick & Wolfe L.L.P. (included in the
opinion filed as Exhibit 5.0 to this Registration Statement)
23.2 Consent of Independent Accountants
24.0 Powers of Attorney
Item 9. Undertakings.
The undersigned Company 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, as amended;
(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;
(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 Company 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, as amended, 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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of the
Company'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, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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, as amended, the
Company 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, State of Maryland, on the 10th day of
November, 1999.
T. ROWE PRICE ASSOCIATES, INC.
By: /s/ George A. Roche
----------------------------
George A. Roche
Chairman of the Board of Directors,
President and Managing Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Form S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
Principal Executive Officer:
/s/ George A. Roche Chairman of the Board of Directors, November 10, 1999
- ----------------------------- President and Managing Director
George A. Roche
Principal Financial and Accounting Officer:
/s/ Alvin M. Younger, Jr. Managing Director, Chief Financial Officer, November 10, 1999
- ----------------------------- Treasurer and Secretary
Alvin M. Younger, Jr.
A Majority of the Board of Directors:
James E. Halbkat, Jr., 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, Robert L. Strickland, M. David Testa,
Philip C. Walsh and Anne Marie Whittemore
By: /s/ George A. Roche For himself and as Attorney-in-Fact November 10, 1999
------------------------
George A. Roche
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
4.1 T. Rowe Price Associates, Inc. 1998 Director Stock Option Plan N/A
(incorporated by reference from the Company's definitive proxy
statement for the annual meeting of the stockholders held on April 16,
1998)
4.2 Form of Non-Qualified Stock Option Agreement 7
5.0 Opinion of Piper Marbury Rudnick & Wolfe L.L.P., as to the legality of 12
the securities being offered (includes Consent of Counsel)
23.1 Consent of Piper Marbury Rudnick & Wolfe L.L.P. (included in the 12
opinion filed as Exhibit 5.0 to this Registration Statement)
23.2 Consent of Independent Accountants 13
24.0 Powers of Attorney 14