0001193125-12-178841.txt : 20120424 0001193125-12-178841.hdr.sgml : 20120424 20120424161337 ACCESSION NUMBER: 0001193125-12-178841 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120424 DATE AS OF CHANGE: 20120424 EFFECTIVENESS DATE: 20120424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE GROUP INC CENTRAL INDEX KEY: 0001113169 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 522264646 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-58749-99 FILM NUMBER: 12776180 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET STREET 2: P.O. BOX 89000 CITY: BALTIMORE STATE: MD ZIP: 21289-0320 BUSINESS PHONE: 4103452000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET STREET 2: P.O. BOX 89000 CITY: BALTIMORE STATE: MD ZIP: 21289-0320 S-8 POS 1 d339117ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on April 24, 2012

Registration No. 33-58749

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

T. ROWE PRICE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   52-2264646

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

100 East Pratt Street  
Baltimore, Maryland   21202
(Address of principal executive offices)   (Zip Code)

 

 

T. ROWE PRICE GROUP, INC. 1995 DIRECTOR STOCK OPTION PLAN

(Full title of plan)

 

 

 

(Name, address and telephone number of agent for service)   (Copy to:)
James A.C. Kennedy   R.W. Smith, Jr., Esquire
Chief Executive Officer and President   DLA Piper LLP (US)
T. Rowe Price Group, Inc.   6225 Smith Avenue
100 East Pratt Street   Baltimore, Maryland 21209-3600
Baltimore, Maryland 21202   (410) 580-3000
(410) 345-2000  

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 

EXPLANATORY NOTES

The Registrant is filing this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 filed on April 21, 1995 (file no. 33-58749) to remove from that registration statement certain shares of the Registrant’s common stock, par value $.20 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Registrant’s 1995 Director Stock Option Plan (the “1995 Director Plan”).

The 1995 Director Plan was terminated effective as of April 30, 2002. No future awards will be made under the 1995 Director Plan. Accordingly, pursuant to the undertaking contained in the Registration Statement 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 Registrant is filing this Post-Effective Amendment No. 2 to the Registration Statement to deregister an aggregate of 9,110 shares of the Registrant’s Common Stock previously registered that have not been issued and will not in the future be issued under the 1995 Director Plan or any successor plan.

This Post-Effective Amendment to the Registration Statement shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 464 under the Securities Act of 1933.

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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on this 24th day of April, 2012.

 

    T. ROWE PRICE GROUP, INC.
  By:  

/s/ Kenneth V. Moreland

   

Kenneth V. Moreland

    Vice President, Chief Financial Officer and Treasurer

No other person is required to sign this Post-Effective Amendment No. 2 in reliance upon Rule 478 of the Securities Act of 1933, as amended.