As filed with the Securities and Exchange Commission on April 28, 2000
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) Identification No.)
The Eaton Vance Building, 255 State Street
Boston, Massachusetts 02109
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1984, 1989, 1992 AND 1995 STOCK OPTION PLANS
--------------------------------------------
(Full title of the plans)
Alan R. Dynner, Esq.
c/o Eaton Vance Corp.
The Eaton Vance Building, 255 State Street
Boston, Massachusetts 02109
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(617) 482-8260
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Proposed Proposed
Securities Amount to maximum maximum Amount of
to be be offering pric aggregate registration
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ---------- ---------- --------- -------------- ---
Non-Voting 634,730 (1) $40.40625(1) $25,647,059(1) $6770.82
Common Stock, shares
$.015625 par value
- ---------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, upon the basis of the average of the high and low sale prices of the
Registrant's Non-Voting Common Stock as reported on the New York Stock Exchange
on April 20, 2000.
</TABLE>
Page 1 of 16 pages.
Exhibit Index begins on page 15.
<PAGE>
PROSPECTUS
634,730 SHARES
EATON VANCE CORP.
NON-VOTING COMMON STOCK
This Prospectus relates to an aggregate of 634,730 shares (the "Shares") of
Non-Voting Common Stock, $.015625 par value per share (the "Non-Voting Common
Stock"), of Eaton Vance Corp. (the "Company"), which may be offered for sale
from time to time by or for the account of certain shareholders of the Company
who have purchased the Shares upon the exercise of options acquired pursuant to
the Company's stock option plans or by or for the account of their respective
pledgees, donees, trustees, legatees, heirs or legal representatives (all of
such persons being hereinafter referred to as "Selling Shareholders"). The
Shares are being registered under the Securities Act of 1933, as amended (the
"Securities Act") on behalf of the Selling Shareholders in order to permit the
public sale or other distribution of the Shares.
The Shares may be sold or distributed through underwriters, dealers,
brokers or other agents, or directly to one or more purchasers, at market prices
prevailing at the time of sale or at prices otherwise negotiated. The Shares
have no voting rights. The Company will receive no portion of the proceeds from
the sale of the Shares offered hereby and will bear certain expenses incident to
their registration. See "Selling Shareholders" and "Plan of Distribution."
The Non-Voting Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol EV. On April 20, 2000, the closing price for the
Non-Voting Common Stock on the NYSE was $40.6250 per share.
This Prospectus also covers such additional shares as may be issuable to
the Selling Shareholders in the event of a stock dividend, stock split,
recapitalization or other similar change in the Non-Voting Common Stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is April 28, 2000
2
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Shareholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
not been any change in the information set forth in this Prospectus or in the
affairs of the Company since the date hereof or the dates as of which
information is set forth herein. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
TABLE OF CONTENTS
PAGE
Available Information..........................................................3
Incorporation of Certain Documents by Reference................................4
The Company....................................................................5
Selling Shareholders.........................................................5-6
Plan of Distribution.........................................................6-7
Description of Non-Voting Common Stock.......................................8-9
Experts........................................................................9
Recent Developments............................................................9
AVAILABLE INFORMATION
- --------------------------------------------------------------------------------
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, asamended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549, at
prescribed rates. The public may obtain information on the operation of the
public reference room by calling 1-800-SEC-0330. The Commission also maintains a
site on the World Wide Web at http./www.sec.gov. that contains reports and other
information regarding registrants that file electronically with the Commission.
The Non-Voting Common Stock is traded on the NYSE. Information filed by the
Company with the NYSE can be inspected and copied at the office of the NYSE at
20 Broad Street, New York, New York 10005.
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- --------------------------------------------------------------------------------
The Company is subject to the informational and reporting requirements of
the Exchange Act, and in accordance therewith files reports and other
information with the Commission. The following documents, which are filed with
the Commission, are incorporated in this Prospectus by reference:
(1) The Company's Form 10-K dated January 26, 2000, that contains
audited financial statements for the Company's latest fiscal year
for which such statements have been filed;
(2) That portion of the Company's Form 8-B dated February 4, 1981,
filed under Section 12 of the Exchange Act, that describes the
Non-Voting Common Stock, and all amendments or reports filed for
the purpose of updating such description; and
(3) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
document referred to in (1) above.
All documents subsequently filed by the Company 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 shares of Non-Voting Common Stock offered
hereby have been sold and/or which deregisters all shares of Non-Voting Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of the filing of such documents. Any
statement contained in a document or information incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document that also is, or is deemed to be,
incorporated herein by reference, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The making of a modified or superseding statement shall not be deemed to be
an admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents. Requests should be addressed to:
Treasurer, Eaton Vance Corp., The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, (617) 482-8260.
4
<PAGE>
THE COMPANY
- --------------------------------------------------------------------------------
Eaton Vance Corp., a Maryland corporation (the "Company"), is the issuer of
the Shares of Non-Voting Common Stock, $.015625 par value per share, covered by
this Prospectus. The principal executive offices of the Company are located at
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, and its
telephone number is (617) 482-8260.
SELLING SHAREHOLDERS
- --------------------------------------------------------------------------------
The Selling Shareholders listed below are or were officers, directors or
employees of the Company and/or of its subsidiaries, Eaton Vance Management, a
Massachusetts business trust ("EVM"), and Eaton Vance Distributors, Inc., a
Massachusetts corporation ("EVD"). Such Shareholders acquired the shares of the
Company's Non-Voting Common Stock being offered hereunder pursuant to certain of
the Company's stock option plans. (See "Description Of Non-Voting Common
Stock".) Although each of the Selling Shareholders listed below is eligible to
sell Shares under this Prospectus, such selling Shareholders do not necessarily
have any present intention to sell all or a part of their Shares. Certain of
such Shareholders may be deemed to be "affiliates" of the Company, as defined in
Rule 405 under the Securities Act. The Company will not receive any proceeds
from the sale of the Shares. A total of 634,730 shares is available for sale
under this Prospectus as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
TOTAL AMOUNT/
SHARES OF PERCENTAGE
NON-VOTING OF NON-VOTING
COMMON COMMON STOCK
STOCK TO BE OWNED
POSITION WITH THE OWNED AMOUNT AFTER
NAME COMPANY OR A PRIOR TO BEING COMPLETION
SUBSIDIARY OFFERING OFFERED OF OFFERING1
- ---------------------------------------------------------------------------------------------------
H. Day Brigham Former Officer of 463,376 52,870 410,506/1.16%
EVM
Thomas J. Fetter Vice President of 100,591 22,500 78,091/0.22%
EVM
M. Dozier Gardner Former Vice 694,510 201,656 492,854/1.39%
Chairman and
Director
</TABLE>
- ----------
1 Assumes 35,358,879 shares of Non-Voting Common Stock will be outstanding
following the offering.
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Kenneth A. Johnston Vice President of 69,413 36,800 32,613/0.09%
EVM
Peter F. Kiely Former Officer of 196,295 115,544 80,751/0.23%
EVM
Anne M. Morgan Vice President of 43,943 25,800 18,143/0.05%
EVM
Laurence S. Reineman Vice President of 193,122 106,960 86,162/0.24%
EVM
Duncan W. Richardson Vice President of 75,769 11,800 63,969/0.18%
EVM
Benjamin A. Rowland, Jr. Former Officer and 789,948 60,800 729,148/2.06%
Director
</TABLE>
Sales under this Prospectus may also be made by certain unnamed persons who
are employees of, but not directors, officers or controlling persons of, the
Company who hold the lesser of (1) 1,000 shares of Non-Voting Common Stock or
(2) 1% of the shares of Non-Voting Common Stock issuable under any of the
Company's stock option plans covering Shares to be offered under this Prospectus
(the "De Minimus Amount"). The amount of Shares that may be sold by each of such
unnamed persons under this Prospectus may not exceed the De Minimis Amount.
PLAN OF DISTRIBUTION
- --------------------------------------------------------------------------------
The Shares may be offered and sold from time to time by or for the account
of the Selling Shareholders or their respective pledgees, donees, trustees,
legatees, heirs or legal representatives. Such persons will act independently of
the Company in making decisions with respect to the timing, manner and size of
each sale. Such persons may from time to time offer the Shares through
underwriters, dealers or agents. The distribution of the Shares by such persons
may be effected from time to time in one or more transactions that may take
place on the NYSE or in the over-the-counter market, including ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of such securities as principals, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage fees
or commissions may be paid by the Selling Shareholder in connection with such
sales.
6
<PAGE>
The Company has been advised by the Selling Shareholders that they have
not, as of the date hereof, entered into any arrangement with a broker-dealer
for the sale of Shares through a block trade, special offering, exchange
distribution or secondary distribution of a purchase by a broker-dealer. In
effecting sales, broker-dealers engaged by the Selling Shareholders may arrange
for other broker-dealers to participate. Broker-dealers may receive commissions
or discounts from the Selling Shareholder in amounts to be negotiated
immediately prior to the sale.
In offering the Shares, the Selling Shareholders and any broker-dealers and
any other participating broker-dealers who execute sales for the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any profits realized by the
Selling Shareholders and the compensation of such broker-dealers may be deemed
to be underwriting discounts and commissions. In addition, any Shares covered by
this Prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholders have advised the Company that during such time as
they may be engaged in a distribution of the Shares they will comply with Rules
10b-2, 10b-6 and 10b-7 under the Exchange Act (as those Rules are described in
more detail below) and, in connection therewith, the Selling Shareholders have
agreed not to engage in any stabilization activity in connection with the
Company's securities, to furnish to each broker-dealer through which the Shares
may be offered copies of this Prospectus, and not to bid for or purchase any
securities of the Company or attempt to induce any person to purchase any of the
Company's securities except as permitted under the Exchange Act. The Selling
Shareholders have also agreed to inform the Company when the distribution of
their respective Shares is completed.
Rule 10b-2 under the Exchange Act prohibits persons who are participating
in or financially interested in a distribution of securities from making
payments to another person for the solicitation of a third party to purchase the
securities that are the subject of the distribution, except that Rule 10b-2 does
not apply, among other exceptions, to brokerage transactions not involving
solicitation of customer orders. Rule 10b-6 under the Exchange Act prohibits
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
The public offering of the Shares by the Selling Shareholders will
terminate on the date on which all Shares offered hereby have been sold by the
Selling Shareholders, or on such earlier date on which the Company files a
post-effective amendment which deregisters all Shares then remaining unsold.
The Company will pay certain expenses incidental to the offering and sale
of the Shares to the public estimated to be approximately $9,800. The Company
will not pay for, among other expenses, selling expenses, underwriting discounts
or fees and expenses of counsel for the Selling Shareholders.
7
<PAGE>
DESCRIPTION OF NON-VOTING STOCK
- --------------------------------------------------------------------------------
The Company is authorized to issue 47,680,000 shares of Non-Voting Common
Stock, $.015625 par value. The Company's Articles of Incorporation provide that
the holders of Non-Voting Common Stock have no voting rights under any
circumstances whatsoever. Shares of Non-Voting Common Stock are registered
pursuant to Section 12 of the Exchange Act and are traded on the NYSE. It is
sales of Shares of the Company's Non-Voting Common Stock to which this
Prospectus relates. These sales, by current or former directors, officers or
employees of the Company or of its subsidiaries, or by their respective
pledgees, donees, trustees, legatees, heirs or legal representatives, are of
previously unregistered Shares acquired pursuant to various stock option plans
established by the Company.
The Non-Voting Common Stock is neither redeemable nor convertible and the
holders of the Non-Voting Common Stock have no preemptive rights to purchase any
securities of the Company. Dividends may be paid to the holders of the
Non-Voting Common Stock when and if declared by the Board of Directors out of
any funds legally available therefor. All voting rights are vested in the voting
Common Stock (described below); the Non-Voting Common Stock and the voting
Common Stock are otherwise identical with respect to dividend rights, rights
upon liquidation and all other rights.
EquiServe, L.P., P.O. Box 8040, Boston, Massachusetts 02266-8040 is the
Registrar and Transfer Agent for the Company's Non-Voting Common Stock.
The Company is also authorized to issue 320,000 shares of voting Common
Stock, $.015625 par value. All voting rights are vested in the voting Common
Stock. Each share of voting Common Stock is entitled to participate pro rata in
distributions upon liquidation and to one vote on all matters submitted to a
vote of stockholders. Dividends may be paid to the holders of voting Common
Stock when and if declared by the Board of Directors out of any funds legally
available therefor. Holders of voting Common Stock have no preemptive or similar
rights nor do they have cumulative voting rights. The voting Common Stock is not
publicly traded. All outstanding shares of the voting Common Stock are deposited
in a Voting Trust, of which the Voting Trustees are James B. Hawkes (Chairman of
the Board, President, Chief Executive Officer and a Director of the Company),
Jeffrey P. Beale (an officer of subsidiaries of the Company), Alan R. Dynner
(Secretary of the Company), Thomas E. Faust, Jr. (Executive Vice President of
the Company), Scott H. Page (an officer of subsidiaries of the Company), Duncan
W. Richardson (an officer of subsidiaries of the Company), William M. Steul
(Treasurer of the Company), Payson F. Swaffield (an officer of subsidiaries of
the Company), Michael W. Weilheimer (an officer of subsidiaries of the Company),
and Wharton P. Whitaker (an officer of a subsidiary of the Company). The Voting
Trust expires on October 30, 2000. The Voting Trustees have unrestricted voting
rights for the election of the Company's Directors and inasmuch as the eleven
Voting Trustees of said Voting Trust have unrestricted voting rights with
respect to said voting Common Stock (except that the Voting Trust Agreement
provides that any action of the Voting Trustees to approve (1) the sale,
mortgage or pledge of all or substantially all of the Company's assets, or (2) a
change in the capital structure or powers of the Company, or (3) a merger,
8
<PAGE>
consolidation, reorganization or dissolution of the Company, or (4) an amendment
to or a termination of the Voting Trust, or (5) the addition of a Voting
Trustee, or the removal of a Voting Trustee by the other Voting Trustees, or (6)
the renewal of the term of the Voting Trust, shall require the written consent
of the holders of Voting Trust receipts representing a majority of such Stock
subject at the time to the Voting Trust), they may be deemed to be beneficial
owners of all of the Company's outstanding voting Common Stock. The Voting Trust
agreement provides that the Voting Trustees shall act by majority if there be
three or more Voting Trustees; otherwise they shall act unanimously. All
outstanding Voting Trust Receipts issued under said Voting Trust are owned by
the Voting Trustees. As at April 20, 2000, Messrs. Hawkes, Beale, Dynner, Faust,
Fetter, Page, Richardson, Steul, Swaffield, Weilheimer, and Whitaker each owned
24%, 3%, 12%, 18%, 5%, 3%, 5%, 12%, 3%, 3%, and 12%, respectively, of such
Voting Trust Receipts.
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, 1999 have been audited by Deloitte and
Touche LLP, independent auditors, as stated in their report (which report
expresses an unqualified opinion and includes an explanatory paragraph relating
to changes in the method of accounting for offering costs incurred in connection
with the distribution of closed end funds), which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
RECENT DEVELOPMENTS
- --------------------------------------------------------------------------------
There have been no material changes in the Company's affairs since its
Annual Report on Form 10-K for the year ended October 31, 1999 which have not
been described in a Quarterly Report on Form 10-Q or a periodic report on Form
8-K. See "Incorporation of Certain Documents by Reference."
9
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
----------------------------------------------------------
Eaton Vance Corp., a Maryland corporation (the "Registrant" or the
"Company"), is subject to the informational and reporting requirements of the
Securities Exchange Act of 1934 (as amended, the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission. The following documents, which are filed with the
Securities and Exchange Commission, are incorporated in the Prospectus contained
in this Registration Statement by reference:
(1) The Registrant's Form 10-K dated January 26, 2000, that
contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed; and
(2) That portion of the Company's Form 8-B dated February 4,
1981, filed under Section 12 of the Exchange Act, that describes the
Non-Voting Common Stock, and all amendments or reports filed for the
purpose of updating such description; and
(3) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
document referred to in (1) above.
All documents subsequently filed by the Registrant 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 shares of Non-Voting Common
Stock offered hereby have been sold or which deregisters all shares of
Non-Voting Common Stock then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of the
filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
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
10
<PAGE>
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 voting 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.
--------
The following is a list of exhibits filed as part of this Registration
Statement.
EXHIBITS
- --------------------------------------------------------------------------------
24.2 Consent of Deloitte & Touche LLP, independent accountants (see page 16).
25.1 Power of Attorney (see page 13).
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;
11
<PAGE>
(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 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
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.
12
<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 28th
day of April, 2000.
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 Eric G. Woodbury, 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.
13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
President, Chief Executive
/S/ JAMES B. HAWKES Officer and Director April 28, 2000
- ------------------------------------- (Principal Executive Officer)
James B. Hawkes
/S/ WILLIAM M. STEUL
- ------------------------------------- Treasurer (Principal Financial April 28, 2000
William M. Steul Officer)
/S/ LAURIE G. RUSSELL
- ------------------------------------- Chief Accounting Officer April 28, 2000
Laurie G. Russell
/S/ JOHN L. CABOT
- ------------------------------------- Director April 28, 2000
John L. Cabot
/S/ LEO I. HIGDON
- ------------------------------------- Director April 28, 2000
Leo I. Higdon
/S/ JOHN M. NELSON
- ------------------------------------- Director April 28, 2000
John M. Nelson
/S/ VINCENT M. O'REILLY
- ------------------------------------- Director April 28, 2000
Vincent M. O'Reilly
/S/ RALPH Z. SORENSON
- ------------------------------------- Director April 28, 2000
Ralph Z. Sorenson
</TABLE>
14
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Sequential
EXHIBIT PAGE NO.
- ------- ---------
24.2 Consent of Deloitte & Touche LLP, independent 16
accountants.
25.1 Power of Attorney (included in the signature page of 13
this Registration Statement).
</TABLE>
15
<PAGE>
EXHIBIT 24.2
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 30, 1999, (which
expresses an unqualified opinion and includes 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) appearing in the Annual
Report on Form 10-K of Eaton Vance Corp. for the year ended October 31, 1999 and
to the reference to us under the heading "Experts" in the prospectus, which is
part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Boston, Massachusetts
April 28, 2000
16
