As filed with the Securities and Exchange Commission on September 3, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
EATON VANCE CORP.
-----------------
(Exact name of issuer as specified in its charter)
Maryland 04-2718215
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Number)
24 Federal Street, Boston, Massachusetts 02110
----------------------------------------------
(Address of Principal Executive Offices - Zip Code)
1992 AND 1995 STOCK OPTION PLANS
--------------------------------
(Full title of the Plans)
Alan R. Dynner, Esq.
Eaton Vance Corp.
24 Federal Street
Boston, MA 02110
----------------
(Name and address of agent for service)
(617)482-8260
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
Securities offering aggregate
to be Amount to be price per offering Amount of
registered registered (1) share price (3) registration fee (3)
---------- -------------- ----- --------- --------------------
<S> <C> <C> <C> <C>
Non-Voting Common Stock 2,671,682 (2) $28,549,806.22 $8,422.21
$.015625 par value shares
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Plans in the event of a stock dividend, stock split, recapitalization or
other similar change in the Non-Voting Common Stock.
(2) Options granted under the Plans may be exercised at prices ranging from
$5.742 to $23.125 per share.
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
aggregate offering price and registration fee are computed upon the basis
of the aggregate price at which the options covering the maximum number of
shares may be exercised under the Plans.
Page 1 of 13 pages.
Exhibit Index is on page 9.
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EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of General Instruction D to Form S-8. The purpose of this
Registration Statement is to register 2,671,682 shares of Non-Voting Common
Stock, $.015625 par value per share (the "Stock"), of Eaton Vance Corp. (the
"Company" or the "Registrant"), which shares have been reserved for issuance
upon the exercise of options to purchase Stock granted pursuant to the Company's
1992 and 1995 Stock Option Plans.
The Company will deliver a prospectus meeting the requirements of Part I of
Form S-8 to all persons granted options to purchase stock pursuant to the Plans
in accordance with the requirements of Rule 428.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(SEC File No. 1-8100) are incorporated as of their respective dates in this
Registration Statement by reference:
(a) the Company's Annual Report to security holders which contains audited
financial statements for its fiscal year ended October 31, 1997;
(b) the Company's Annual Report on Form 10-K for the year ended October
31, 1997 and the Exhibits thereto, filed under Section 15(d) of the
Securities Exchange Act of 1934;
(c) the Company's quarterly reports on Form 10-Q for the quarters ended
January 31, 1998 and April 30, 1998, filed under Section 15(d) of the
Securities Exchange Act of 1934;
(d) that portion of the Company's Form 8-B dated February 4, 1981, filed
under Section 12 of the Securities Exchange Act of 1934, that
describes the Company's Non-Voting Common Stock, and all amendments or
reports filed for the purpose of updating such description; and
(e) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since October 31, 1997
and prior to the termination of the offering of securities covered by
this Registration Statement.
All documents filed by the Company pursuant to Section 13, 14 and 15(d) of
the Securities Exchange Act of 1934 after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
LEGAL OPINION
The legality of the shares of Stock of the Company offered hereby has been
passed upon for the Company by Piper & Marbury L.L.P., Charles Center South, 36
South Charles Street, Baltimore, Maryland 21201.
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EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K, as amended, for the year ended October 31, 1997 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Article NINTH, section (8) of the Company's Articles of Incorporation
provides that, to the extent permitted by the laws of Maryland, the Company
shall indemnify any person that (a) is serving as a director or officer of the
Company, (b) any person that has served as an officer or director of the
Company, and (c) any person who at the request of the Company is serving or has
served as a director, officer, trustee, partner, employee, agent or other
representative of another corporation, joint stock company, syndicate,
association, firm, trust, partnership or other entity, against all liabilities
and expenses, including without limitation attorneys' fees and judgments,
penalties, fines and amounts paid in settlement, reasonably incurred by such
person in connection with any threatened, pending or completed action, suit, or
other proceeding, whether civil, criminal, administrative, investigative or
legislative, in which such person may be involved or with which he may be
threatened by reason of serving or having served in such position.
Indemnification requires a determination made in accordance with applicable
statutory standards by the Board of Directors or by independent legal counsel
(who may be regular counsel to the Company) or by the holders of not less than a
majority of the total number of shares of Common Stock of the Company then
outstanding.
Article NINTH, section (8) of the Company's Articles of Incorporation
provides that the indemnification right provided therein is not exclusive of and
will not otherwise affect any other rights to which such person may be entitled
(whether under any law, By-Law, agreement, director vote, stockholder vote or
otherwise), shall inure to the benefit of such person's heirs, executors,
administrators and personal representatives, and shall continue as to a person
who has ceased to serve in such position.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
There are filed with the Registration Statement the following exhibits:
4.1 Specimen certificate representing the Non-Voting Common Stock (see
Pages 10-11)
5.1 Opinion of Piper & Marbury L.L.P., as to legality of the shares being
registered (see Page 12).
23.1 Consent of Deloitte & Touche LLP (See Page 13).
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23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (See Page 7).
28.1 Copy of Registrant's 1992 Stock Option Plan - Restatement No. 2 is
filed as Exhibit No. 10.15 to the Annual Report on Form 10-K of the
Company for the fiscal year ended October 31, 1997 (SEC File No.
1-8100) and is incorporated herein by reference.
28.2 Copy of Registrant's 1995 Stock Option Plan - Restatement No. 2 is
filed as Exhibit No. 10.16 to the Annual Report on Form 10-K of the
Company for the fiscal year ended October 31, 1997 (SEC File No.
1-8100) and is incorporated herein by reference.
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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; and
(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 (i) and (ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8 and 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
Exchange Act that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
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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 in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 of 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 Securities 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, 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 Boston, Commonwealth of Massachusetts, on this 3rd
day of September, 1998.
EATON VANCE CORP.
By: /s/ James B. Hawkes
--------------------------
James B. Hawkes
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Eaton Vance Corp., hereby
severally constitute and appoint Alan R. Dynner, and Thomas Otis, and each of
them singly, our true and lawful attorneys with full power to any of them, and
to each of them singly, to sign for us and in our names in the capacities
indicated below the Registration Statement on Form S-8 filed herewith and any
and all amendments to said Registration Statement and generally to do all such
things in our name and behalf in our capacities as officers and directors to
enable Eaton Vance Corp. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
--------- ----- ----
President, Chief Executive
/s/ James B. Hawkes Officer and Director
- ---------------------------- (Principal Executive September 3, 1998
James B. Hawkes Officer)
/s/ M. Dozier Gardner Vice Chairman and Director September 3, 1998
- ----------------------------
M. Dozier Gardner
Director
- ----------------------------
John G.L. Cabot
Director
- ----------------------------
John M. Nelson
/s/ Vincent M. O'Reilly Director September 3, 1998
- ----------------------------
Vincent M. O'Reilly
/s/ Benjamin A. Rowland, Jr. Vice President and Director September 3, 1998
- -----------------------------
Benjamine A. Rowland, Jr.
Director
- -----------------------------
Ralph Z. Sorenson
/s/ William M. Steul Treasurer (Principal September 3, 1998
- ----------------------------- Financial and Accounting
William M. Steul Officer)
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EXHIBIT INDEX
Sequential
Page No.
----------
Exhibit 4.1 (Specimen certificate representing the
Non-Voting Common Stock)......................................................10
Exhibit 5.1 (Opinion and Consent of Piper & Marbury L.L.P.)...................12
Exhibit 23.1 (Consent of Deloitte & Touche LLP)...............................13
Exhibit 24.1 (Power of Attorney)..............................................7
Exhibit 28.1 (1992 Stock Option Plan - Restatement No. 2
is filed as Exhibit No. 10.15 to Registrant's Form 10-K for
the fiscal year ended October 31, 1997 and is
incorporated herein by reference).............................................44
Exhibit 28.2 (1995 Stock Option Plan - Restatement No. 2
is filed as Exhibit No. 10.16 to Registrant's Form 10-K for
the fiscal year ended October 31, 1997 and is incorporated
herein by reference)..........................................................52
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EXHIBIT 4.1
NUMBER SHARES
[ EV ] [ ]
COMMON STOCK COMMON STOCK
PAR VALUE
$0.015625 PER SHARE CUSIP
SEE REVERSE FOR CERTAIN
DEFINITIONS
EATON VANCE CORP.
Incorporated under This Certificate is Transferable
The Laws of Maryland In New York, NY or Boston
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF NON-VOTING COMMON STOCK OF
Eaton Vance Corp. transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent and Registrar. The Corporation will furnish to the holder
hereof on request and without charge a full statement of the designations and
any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class which the Corporation is authorized to
issue.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES
OF ITS DULY AUTHORIZED OFFICERS
Dated.
COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT AND REGISTRAR
BY:
Authorized Signature
TREASURER CHAIRMAN
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The following abbreviations, when used in the inscription of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -__ Custodian __
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
- ---------------------------------------
(Please print or typewrite name and address, including zip code, of
assignee)
Shares of the capital stock
represented by the within Certificate, and do hereby irrevocably constitute
and appoint Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
- ------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
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Exhibit 5.1
PIPER & MARBURY
L.L.P.
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201-3018
410-550-2530
Fax: 410-530-0489
September 2, 1998
Eaton Vance Corp.
24 Federal Street
Boston, Massachusetts 02110
Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as counsel for Eaton Vance Corp., a Maryland corporation (the
"Company"), in connection with a Registration Statement on Form S-8 which is
being filed by the Company under the Securities Act of 1933, as amended, (the
"Registration Statement"), and which registers 2,671,682 shares of the
Non-Voting Common Stock of the Company (the "Shares") to be issued pursuant to
the Company's 1992 and 1995 Stock Option Plans (the "Plans").
In that capacity, we have reviewed the charter and by-laws of the Company,
the Registration Statement, the corporate action taken by the Company that
provides for the issuance or delivery of the Shares to be issued or delivered
under the Plans (to the extent covered by the Registration Statement), and such
other materials and matters as we have deemed necessary for the issuance of this
opinion. We have also examined the Certificate of Corporate Officer dated the
date hereof (the "Certificate"). In rendering our opinion, we are relying on the
Certificate and have made no independent investigation or inquiries as to the
matters set forth therein. In our examination of the aforesaid documents, we
have assumed, without independent investigation, the genuineness of all
signatures, the legal capacity of all individuals who have executed any of the
aforesaid documents, the authenticity of all documents submitted to us as
originals, and the conformity with originals of all documents submitted to us as
copies (and the authenticity of the originals of such copies), and that all
public records reviewed are accurate and complete.
Based upon the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and upon issuance and delivery thereof as
contemplated in the Registration Statement, will be, under the general
corporation law of the State of Maryland, legally issued, fully paid, and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm and to our opinion in the
Registration Statement and the prospectus which is a part thereof.
Very truly yours,
/s/ Piper & Marbury L.L.P.
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Eaton Vance Corp. on Form S-8 of our reports dated November 25, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of Eaton
Vance Corp. for the year ended October 31, 1997, as amended, and to the
reference to us under the heading "Experts" in the prospectus, which is part of
this Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
September 3, 1998
13
