As filed with the Securities and Exchange Commission on June 26, 2000
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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Number)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(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
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(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>
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Proposed Proposed
Title of maximum maximum
Securities offering aggregate
to be Amount to be price per offering Amount of
registered registered (1) share (2) price registration fee
---------- -------------- --------- ----- ----------------
<S> <C> <C> <C> <C>
Non-Voting Common Stock 3,000 $ 22.9375 $ 68,812.50 $ 18.17
$.015625 par value 565,700 $ 34.3750 $ 19,445,937.50 $ 5,133.73
5,800 $ 37.8125 $ 219,312.50 $ 57.90
6,748 $ 35.5625 $ 239,975.75 $ 63.35
22,000 $ 43.0625 $ 947,375.00 $ 250.11
1,418 $ 42.3125 $ 59,999.13 $ 15.84
2,303,410 $ 46.1875 (3) $106,388,749.38 $28,086.63
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</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) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1).
(3) As instructed by Rule 457(h)(1) and estimated in accordance with Rule
457(c) based upon the average of the high and low prices on The New York
Stock Exchange on June 23, 2000.
Page 1 of 8 pages.
Exhibit Index is on page 5.
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of General Instructions D and E to Form S-8. The purpose of this
Registration Statement is to register 2,908,076 additional shares of Non-Voting
Common Stock, $.015625 par value per share, issued or to be issued under
Registrant's 1998 Stock Option Plan. The contents of a Registration Statement
filed August 13, 1999 for the same purpose but relating to different shares
(File No. 333-85137 - Accession No. 0000350797-99-000002) are incorporated
herein by reference.
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>
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 27th
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.
3
<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 April 27, 2000
--------------------------- Officer and Director
James B. Hawkes (Principal Executive Officer)
/s/ John G.L. Cabot Director April 27, 2000
---------------------------
John G.L. Cabot
/s/ John M. Nelson Director April 27, 2000
---------------------------
John M. Nelson
/s/ Vincent M. O'Reilly Director April 27, 2000
---------------------------
Vincent M. O'Reilly
/s/ Leo I. Higdon Director April 27, 2000
---------------------------
Leo I. Higdon
/s/ Ralph Z. Sorenson Director April 27, 2000
---------------------------
Ralph Z. Sorenson
/s/ William M. Steul Treasurer (Principal April 27, 2000
--------------------------- Financial Officer)
William M. Steul
/s/ Laurie G. Russell Chief Accounting April 27, 2000
--------------------------- Officer
Laurie G. Russell
4
<PAGE>
EXHIBIT INDEX
Sequential
Page No.
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Exhibit 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).........................................................N/A
Exhibit 5.1 (Opinion and Consent of
Nixon Peabody LLP) (filed herewith)..........................................6-7
Exhibit 23.1 (Consent of
Deloitte & Touche LLP) (filed herewith)........................................8
Exhibit 23.2 (Consent of Nixon Peabody LLP
is included in Exhibit 5.1) (filed herewith).................................6-7
Exhibit 24.1 (Power of Attorney) (filed herewith)..............................3
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).........................................................N/A
5
<PAGE>
Exhibit 5.1
[NIXON PEABODY LLP LETTERHEAD]
Suite 900
401 9th Street, N.W.
Washington, D.C. 20004-2128
(202) 585-8000
Fax: (202) 585-8080
June 22, 2000
Board of Directors
Eaton Vance Corp.
The Eaton Vance Building
255 State Street
Boston, MA 02109
Ladies and Gentlemen:
We have acted as special counsel for Eaton Vance Corp., a Maryland
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offering of up to and including 2,908,076 shares
(the "Shares") of the Company's non-voting common stock, $0.015625 par value,
pursuant to the Company's 1998 Stock Option Plan (the "Plan").
In arriving at the opinions expressed below, we have examined and relied on
the following documents:
(i) the Registration Statement;
(ii) the Plan;
(iii) the Articles of Incorporation of the Company, as amended;
(iv) the By-Laws of the Company in force as of the date hereof;
(v) the certificate of the Assistant Secretary of the Company; and
(vi) certain resolutions of the Board of Directors of the Company.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such other records,
documents and instruments of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below. We have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares have been
duly and validly authorized, and upon issuance and delivery in the manner
contemplated by the Registration Statement, the Shares will be validly issued,
fully paid and non-assessable.
6
<PAGE>
Eaton Vance Corp.
June 22, 2000
Page 2
The opinions set forth above represents our conclusion as to the
application of the general corporation law of Maryland, exclusive of the
securities or "blue sky" laws of the state of Maryland, about which we express
no opinion, and federal laws to the instant matter, and we can give no assurance
that changes in such laws, or in the interpretation thereof, will not affect the
opinion expressed by us. Moreover, there can be no assurance that a court
considering the issues would not hold contrary to such opinion. Further, the
opinion set forth represents our conclusions based upon the documents reviewed
by us and the facts presented to us. Any material amendments to such documents
or changes in any significant fact could affect the opinion expressed herein.
Our opinion is further qualified to the extent that the validity of any
provision of the Plan or the rights of any grantee under the Plan may be subject
to or affected by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights of creditors generally.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our Firm in the Registration Statement.
Very truly yours,
/s/ Nixon Peabody LLP
--------------------------------
Nixon Peabody LLP
7
<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 report 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
June 26, 2000
8
