As filed with the Securities and Exchange Commission on August 13, 1999
Registration No.
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)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
-----------------------------------------------------------------------
(Address of Principal Executive Offices - Zip Code)
1998 STOCK OPTION PLAN
----------------------
(Full title of the Plan)
Alan R. Dynner, Esq.
Eaton Vance Corp.
The Eaton Vance Building, 255 State Street
Boston, MA 02109
----------------
(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 691,924 (2) $15,922,639.82 $4,426.49
Common Stock shares
$.015625 par value
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such additional number of shares as may be issuable pursuant to the
Plan in the event of a stock dividend, stock split, recapitalization,
reorganization, merger or other similar corporate transaction or event.
(2) Options granted under the Plan may be exercised at prices ranging from
$20.1250 to $36.50 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 Plan.
Page 1 of 12 pages.
Exhibit Index is on page 9.
<PAGE>
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 691,924 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 1998
Stock Option Plan.
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 Plan
in accordance with the requirements of Rule 428.
2
<PAGE>
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, 1998;
(b) the Company's Annual Report on Form 10-K for the year ended October
31, 1998 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, 1999 and April 30, 1999, 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, 1998
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.
3
<PAGE>
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 for the year ended October 31, 1998 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports (which express an
unqualified opinion and include an explanatory paragraph relating to a change in
the method of accounting for offering costs incurred in connection with the
distribution of closed-end funds in 1998), 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 (or incorporated by
reference pursuant to Rule 411) the following exhibits:
4.1 Specimen certificate representing the Non-Voting Common Stock is filed
as Exhibit No. 4.1 to the registration statement on Form S-8 of the
Company dated September 3, 1998 (SEC Registration No. 333-62801) and
is incorporated herein by reference.
4
<PAGE>
5.1 Opinion of Piper & Marbury L.L.P., as to legality of the shares being
registered (see Page 10).
23.1 Consent of Deloitte & Touche LLP (See Page 11).
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (See Page 12).
99.1 Copy of Registrant's 1998 Stock Option Plan is filed as Exhibit No.
10.1 to the quarterly Report on Form 10-Q of the Company for the
fiscal quarter ended July 31, 1998 (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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<PAGE>
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.
6
<PAGE>
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 13th
day of August, 1999.
EATON VANCE CORP.
By: /s/ James B. Hawkes
----------------------------------
James B. Hawkes
President
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<PAGE>
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.
Signature Title Date
- --------- ----- ----
/s/ James B. Hawkes President, Chief Executive August 13, 1999
- ------------------------- Officer and Director
James B. Hawkes (Principal Executive Officer)
John G.L. Cabot* Director August 13, 1999
- --------------------------
John G.L. Cabot
John M. Nelson* Director August 13, 1999
- --------------------------
John M. Nelson
Vincent M. O'Reilly* Director August 13, 1999
- --------------------------
Vincent M. O'Reilly
Benjamin A. Rowland, Jr.* Director August 13, 1999
- --------------------------
Benjamin A. Rowland, Jr.
Ralph Z. Sorenson* Director August 13, 1999
- --------------------------
Ralph Z. Sorenson
/s/ William M. Steul Treasurer (Principal August 13, 1999
- -------------------------- Financial Officer)
William M. Steul
/s/ Laurie G. Russell Vice President (Principal August 13, 1999
- --------------------------- Accounting Officer)
Laurie G. Russell
* Signed on behalf of the Director by William M. Steul as attorney-in-fact
pursuant to the Power of attorney filed with the Registration Statement.
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<PAGE>
EXHIBIT INDEX
Sequential
Page No.
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Exhibit 4.1 (Specimen certificate representing the
Non-Voting Common Stock is as Exhibit No. 4.1 to the
registration statement on Form S-8 of the Company
dated September 3, 1998 [SEC Registration No. 333-62801]
and is incorporated by reference).............................................10
Exhibit 5.1 (Opinion and Consent of Piper & Marbury L.L.P.)
(filed herewith)..............................................................10
Exhibit 23.1 (Consent of Deloitte & Touche LLP) (filed herewith)..............11
Exhibit 23.2 (Consent of Piper & Marbury L.L.P. is included
in Exhibit 5.1) (filed herewith)..............................................10
Exhibit 24.1 (Power of Attorney) (filed herewith).............................12
Exhibit 99.1 (Copy of Registrant's 1998 Stock Option Plan
is filed as Exhibit No. 10.1 to Registrant's Form 10-Q for the
fiscal quarter ended July 31, 1998 and is incorporated herein
by reference).................................................................21
9
<PAGE>
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
August 13, 1999
Eaton Vance Corp.
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
Registration Statement on Form S-8
----------------------------------
Dear Ladies and Gentlemen:
We have acted as Maryland 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 691,924 shares of
the Non-Voting Common Stock of the Company (the "Shares") to be issued pursuant
to the Company's 1998 Stock Option Plan (the "Plan").
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 Plan (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, validly issued, fully paid, and
non-assessable.
The opinions expressed above are limited to the laws of the State of
Maryland, exclusive of the securities or "blue sky" laws of the State of
Maryland.
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.
10
<PAGE>
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 24, 1998 (which
express an unqualified opinion and include an explanatory paragraph relating to
a change in the method of accounting for offering costs incurred in connection
with the distribution of closed-end funds in 1998), appearing in and
incorporated by reference in the Annual Report on Form 10-K of Eaton Vance Corp.
for the year ended October 31, 1998, 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
August 13, 1999
11
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, a Director of Eaton Vance Corp., a Maryland corporation
(the "Company"), does hereby appoint any one of James B. Hawkes, Alan R. Dynner
and William M. Steul to be the undersigned's agent and attorney-in-fact, each
with the power to act fully hereunder without the others and with full power of
substitution to act in the name and on behalf of the undersigned:
To sign or to transmit electronically in the name and on behalf of the
undersigned, as a Director of the Company, and file with the Securities and
Exchange Commission on behalf of the Company, an Annual Report on Form 10-K
for the fiscal year ending October 31, 1999, any registration statements
for the registration of the Company's Non-Voting Common Stock and related
interests to be issued pursuant to the Company's employee benefit,
compensation and stock plans, any registration statements for the
registration of the Company's Non-Voting Common Stock for resale by the
holders thereof who acquired or will acquire such Stock pursuant to the
Company's employee benefit, compensation or stock plans, and any amendments
or supplements to such Annual Report on Form 10-K and such registration
statements; and
To execute and deliver, either through a paper filing or electronically,
any agreements, instruments, certificates or other documents which said
agent and attorney-in-fact shall deem necessary or appropriate in
connection with the filing of such Annual Report on Form 10-K, registration
statements and prospectuses and amendments or supplements thereto and
generally to act for and in the name of the undersigned with respect to
such filings as fully as could the undersigned if then personally present
and acting.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
effective the 14th day of July, 1999.
/s/ John G.L. Cabot /s/ Benjamin A. Rowland, Jr.
- ----------------------------- ---------------------------------
John G.L. Cabot Benjamin A. Rowland, Jr.
/s/ John M. Nelson /s/ Vincent M. O'Reilly
- ----------------------------- ---------------------------------
John M. Nelson Vincent M. O'Reilly
/s/ Ralph Z. Sorenson
------------------------------
Ralph Z. Sorenson
12
