As filed with the Securities and Exchange Commission on April 21, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
PHOENIX INVESTMENT PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 95-4191764
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
56 Prospect Street
Hartford, Connecticut 06115
(Address of Principal Executive Offices)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
____________________________
Philip R. McLoughlin
Chairman of the Board and Chief Executive Officer
56 Prospect Street
Hartford, Connecticut 06115
(Name and address of agent for service)
(860) 403-5000
(Telephone number, including area code, of agent for service)
___________________________
copy to:
Jeffrey A. Clopeck, Esq.
Day, Berry & Howard LLP
260 Franklin Street
Boston, Massachusetts 02110
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to Proposed Proposed Amount of
to be Registered be Maximum Maximum Registration
Registered (1) Offering Aggregate Fee
Price Offering
Per Price (2)
Share (2)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 615,000 shares $7.50 $4,612,500 $1,282.28
par value $.01
per share
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the number of shares of the issuer's Common Stock registered hereunder will
be adjusted in the event of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for purpose of calculating the amount of the
registration fee pursuant to Rule 457, on the basis of the average of the
high and low prices of the Common Stock reported by the New York Stock
Exchange on April 19, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Phoenix Investment Partners, Ltd.,
formerly known as Phoenix Duff & Phelps Corporation (the "Company" or
"Registrant"), with the Securities and Exchange Commission are incorporated
herein by reference:
1. The Company's latest Annual Report on Form 10-K.
2. All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act") since
the end of the fiscal year covered by the Company's latest Annual Report on
Form 10-K.
3. The description of the Company's capital stock contained in the Company's
Registration Statement on Form 8-A, including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
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
Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his service as a
director or officer of the corporation, or his service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys'
fees) that are actually and reasonably incurred by him ("Expenses"), and
judgments, fines and amounts paid in settlement that are actually and
reasonably incurred by him, in connection with the defense or settlement of
such action, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best
interests, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. Although
Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an
action by or in the right of the corporation, provided that he acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the corporation's best interests, if such person has been judged liable
to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought)
determines that, despite the adjudication of liability, such person is
entitled to indemnity for such Expenses as the court deems proper.
Delaware law also provides for mandatory indemnification of any director,
officer, employee or agent against Expenses to the extent such person has
been successful in any proceeding covered by the statute. In addition,
Delaware law provides the general authorization of advancement of a
director's or officer's litigation expenses in lieu of requiring the
authorization of such advancement by the board of directors in specific
cases, and that indemnification and advancement of expenses provided by the
statute shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement or otherwise.
The By-Laws of the Registrant provide for the broad indemnification of
the directors and officers of the Registrant and for advancement of
litigation expenses to the fullest extent permitted by current Delaware
law. The Registrant has also entered into indemnification agreements with
its directors and certain of its officers providing for the broad
indemnification of the directors and officers of the Registrant and for
advancement of litigation expenses to the fullest extent permitted by
current Delaware law.
The Restated Certificate of Incorporation of the Registrant eliminates
the personal liability of a director to the Registrant or its stockholders
under certain circumstances, for monetary damages for breach of fiduciary
duty as a director.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4.1 Restated Certificate of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 3(a) to the
Registrant's Current Report on Form 8-K dated November 15,
1995).
4.2 Certificate of Amendment to the Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3(e)
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999).
4.3 By-Laws of the Registrant (incorporated herein by reference to Exhibit
3(b) to the Registrant's Current Report on Form 8-K dated
November 15, 1995).
4.4 Employee Stock Purchase Plan.
5 Opinion of Day, Berry & Howard LLP as to the legality of the
securities offered by the registration statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Day, Berry & Howard LLP (included in Exhibit 5).
Item 9. UNDERTAKINGS.
A. Undertaking to Update Annually
The undersigned Registrant hereby undertakes:
(1) 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;
(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;
(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 paragraph (A)(1)(i) and (A)(1)(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 Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
B. Undertaking With Respect to Incorporating Subsequent Exchange Act
Documents By Reference
The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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 the initial bona fide
offering thereof.
C. Undertaking with Respect to Indemnification of Directors, Officers or
Controlling Persons
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 6, 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 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 or 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 Act and
will be governed by the final adjudication of such issue.
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 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 Hartford and State of Connecticut
on the 19th day of April, 2000.
PHOENIX INVESTMENT PARTNERS, LTD.
By: /s/ Philip R. McLoughlin
-----------------------------
Philip R. McLoughlin,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 19th day of April, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Philip R. McLoughlin Chairman of the Board, Chief
- --------------------------- Executive Officer and Director
Philip R. McLoughlin
/s/ William R. Moyer Executive Vice President and
- --------------------------- Chief Financial Officer
William R. Moyer
- --------------------------- Director
Clyde E. Bartter
/s/ Michael E. Haylon Director
- ---------------------------
Michael E. Haylon
- --------------------------- Director
Robert W. Fiondella
/s/ Marilyn E. LaMarche Director
- ---------------------------
Marilyn E. LaMarche
/s/ James M. Oates Director
- ---------------------------
James M. Oates
/s/ Ferdinand Verdonck Director
- ---------------------------
Ferdinand Verdonck
/s/ Glen D. Churchill Director
- ---------------------------
Glen D. Churchill
/s/ Donna F. Tuttle Director
- ---------------------------
Donna F. Tuttle
/s/ David A. Williams Director
- ---------------------------
David A. Williams
/s/ John T. Anderson Director
- ---------------------------
John T. Anderson
- --------------------------- Director
Calvin J. Pedersen
INDEX TO EXHIBITS
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant, as
amended (incorporated herein by reference to Exhibit 3(a) to
the Registrant's Current Report on Form 8-K dated
November 15, 1995).
4.2 Certificate of Amendment to the Certificate of Incorporation
of the Registrant (incorporated herein by reference to Exhibit
3(e) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999).
4.3 By-Laws of the Registrant (incorporated herein by reference to
Exhibit 3(b) to the Registrant's Current Report on Form 8-K
dated November 15, 1995).
4.4 Employee Stock Purchase Plan.
5 Opinion of Day, Berry & Howard LLP as to the legality of the
securities offered by the registration statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Day, Berry & Howard LLP (included in Exhibit 5).
</TABLE>
PHOENIX INVESTMENT PARTNERS, LTD.
EMPLOYEE STOCK PURCHASE PLAN
1 PURPOSE. The purpose of the Plan is to provide employees of Phoenix
Investment Partners, Ltd. and any Designated Parent or Designated
Subsidiary with an opportunity to purchase Common Stock of Phoenix
Investment Partners, Ltd. through accumulated payroll deductions. It
is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that
section of the Code.
2 DEFINITIONS.
a. "Board" shall mean the Board of Directors of Phoenix Investment
Partners, Ltd.
b. "Code" shall mean the Internal Revenue Code of 1986, as amended.
c. "Common Stock" shall mean the Common Stock of Phoenix Investment
Partners, Ltd.
d. "Company" shall mean Phoenix Investment Partners, Ltd., any
Designated Subsidiary and any Designated Parent.
e. "Compensation" shall mean:
i. In the case of an Employee other than a PXP Wholesaler, the
Employee's annual base salary;
ii. In the case of a PXP Wholesaler, such Employee's wages as
reportable on Internal Revenue Service Form W-2 pursuant to
Section 3401(a) of the Code, which defines wages for
purposes of income tax withholding; excluding, however,
distributions from a plan of deferred compensation, bonuses
that are both discretionary with such Employee's manager and
not calculated with reference to sales performance, imputed
income, incentive compensation paid under the Management
Incentive Plan or the Investment Incentive Plan and any
other extraordinary or nonrecurring type of compensation.
Notwithstanding the foregoing, the Compensation of a PXP
Wholesaler shall include amounts deferred pursuant to
Section 402(a)(8) of the Code (with respect to cash or
deferred arrangements defined in Section 401(k)(2) of the
Code) and salary reduction contributions made on behalf of
such Employee to any cafeteria plan maintained by the
Company pursuant to Section 125 of the Code.
f. "Designated Parent" shall mean any Parent which has been
designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.
g. "Designated Subsidiary" shall mean any Subsidiary which has been
designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.
h. "Employee" shall mean any individual who is a common law
employee of the Company whose customary employment with the
Company is at least twenty_(20) hours per week.
i. "Exercise Date" shall mean the last day of each Offering Period.
j. "Fair Market Value" shall mean, as of any date, the closing sales
price for Common Stock (or the closing bid, if no sales were
reported) as quoted on the New York Stock Exchange for the last
market trading day on the date of such determination, as reported in
The Wall Street Journal or such other source as the Board deems
reliable.
k. "Grant Date" shall mean the first day of each Offering Period.
l. "Offering Period" shall mean a period of approximately six (6) months
during which an option granted pursuant to the Plan may be exercised,
commencing on the first Trading Day on or after May 1 and terminating
on the last Trading Day in the period ending the following October
31, or commencing on the first Trading Day on or after November 1 and
terminating on the last Trading Day in the period ending the
following April 30. The duration of Offering Periods may be changed
pursuant to Section 4 of this Plan.
m. "Parent" shall mean a corporation, domestic or foreign, which holds
not less than 50% of the voting shares of Phoenix Investment
Partners, Ltd. or any Parent thereof.
n. "Plan" shall mean this Employee Stock Purchase Plan.
o. "Purchase Price" shall mean an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Grant Date or on the Exercise
Date, whichever is lower; PROVIDED, HOWEVER, that the Purchase Price
may be increased by the Board pursuant to Section 20.
p. "Reserves" shall mean the number of shares of Common Stock covered by
each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for
issuance under the Plan but not yet placed under option.
q. "Subsidiary" shall mean a corporation, domestic or foreign, of which
not less than 50% of the voting shares are held by Phoenix Investment
Partners, Ltd. or any Subsidiary thereof.
r. "Trading Day" shall mean a day on which the New York Stock Exchange
is open for trading.
s. "PXP Wholesaler" shall mean any Employee whose title is Senior Vice
President, Investment Consultant, Retail Division or Vice President,
Investment Consultant, Retail Division.
3 ELIGIBILITY.
a. Any Employee of the Company on a given Grant Date shall be eligible to
participate in the Plan.
b. Notwithstanding Section 3(a), no Employee shall be granted an option
under the Plan:
i. To the extent that such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of
the Code), immediately after the option is granted, would own stock
and/or hold outstanding options to purchase stock possessing five
percent (5%) or more of the total combined voting power or value of
all classes of the capital stock of the Company, a Parent or any
Subsidiary, or
ii. To the extent that such Employee's rights to purchase stock under
all employee stock purchase plans of the Company, any Parent and
any Subsidiary accrues at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) worth of stock (determined at the fair market
value of the shares at the time such option is granted) for each
calendar year in which such option is outstanding at any time.
4 OFFERING PERIODS. The Plan shall be implemented by consecutive Offering
Periods with a new Offering Period commencing on the first Trading Day on
or after May 1 and November 1 each year, or on such other date as the Board
shall determine, and continuing thereafter until terminated in accordance
with Section 20 hereof. The Board shall have the power to change the
duration of Offering Periods (including the commencement dates thereof)
with respect to future offerings without stockholder approval if such
change is announced at least five (5) days prior to the scheduled beginning
of the first Offering Period to be affected thereafter; PROVIDED, HOWEVER,
that no Offering Period shall be longer than twenty-seven (27) months.
5 PARTICIPATION.
a. An eligible Employee (as defined in Section 3 of this Plan) may become
a participant in the Plan by completing an enrollment form provided by
the Company authorizing payroll deductions and filing it with the
Company prior to the applicable Grant Date.
b. Payroll deductions for a participant shall commence on the first
payroll following the Grant Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless
sooner terminated by the participant as provided in Section 10 hereof.
6 PAYROLL DEDUCTIONS.
a. At the time a participant files his or her enrollment form, he or she
shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount not exceeding fifteen percent (15%) of the
Compensation which he or she receives on each pay day during the
Offering Period.
b. All payroll deductions made for a participant shall be credited to his
or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments
into such account.
c. A participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, or may increase or decrease the rate of
his or her payroll deductions during the Offering Period by completing
or filing with the Company a new enrollment form authorizing a change
in payroll deduction rate. The Board may, in its discretion, limit the
number of participation rate changes during any Offering Period. The
change in rate shall be effective with the next processed payroll. A
participant's enrollment form shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10 hereof.
d. Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased to zero percent (0%) at any time
during an Offering Period. Payroll deductions shall not resume at the
next succeeding Offering Period, unless the participant delivers to the
Company a new enrollment form.
7 GRANT OF OPTION. On the Grant Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option
to purchase on the Exercise Date of such Offering Period (at the applicable
Purchase Price) up to a number of shares of the Company's Common Stock
determined by dividing such Employee's payroll deductions accumulated prior
to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; subject to the limitations
set forth in Sections_3(b) and 11 hereof. Exercise of the option shall
occur as provided in Section 8 hereof, unless the participant has withdrawn
pursuant to Section 10 hereof. The Option shall expire on the last day of
the Offering Period.
8 EXERCISE OF OPTION. Unless a participant withdraws from the Plan as
provided in Section_10 hereof, his or her option for the purchase of shares
shall be exercised automatically on the Exercise Date, and the maximum
number of shares subject to option shall be purchased for such participant
at the applicable Purchase Price with the accumulated payroll deductions in
his or her account. During a participant's lifetime, a participant's option
to purchase shares hereunder is exercisable only by him or her.
9 DELIVERY. Upon a participant's request, the Company shall arrange the
delivery to such participant, as appropriate, the shares purchased upon
exercise of his or her option. Absent such request, such shares shall be
retained in the Participant's account in accordance with the terms and
conditions specified in the participant's enrollment form.
10 WITHDRAWAL.
a. A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice
to the Company on a form provided by the Company. All of the
participant's payroll deductions credited to his or her account shall
be paid to such participant promptly after receipt of notice of
withdrawal and such participant's option for the Offering Period shall
be automatically terminated, and no further payroll deductions for the
purchase of shares shall be made for such Offering Period. If a
participant withdraws from an Offering Period, payroll deductions shall
not resume at the beginning of the succeeding Offering Period unless
the participant delivers to the Company a new subscription agreement.
b. A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding Offering
Periods which commence after the termination of the Offering Period
from which the participant withdraws.
11 TERMINATION OF EMPLOYMENT. Upon a participant's ceasing to be an
Employee for any reason, he or she shall be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to such
participant's account during the Offering Period but not yet used to
exercise the option shall be returned to such participant or, in the case
of his or her death, to the person or persons entitled thereto under
Section 15 hereof, and such participant's option shall be automatically
terminated.
12 INTEREST. No interest shall accrue on the payroll deductions of a
participant in the Plan.
13 STOCK.
a. Subject to adjustment upon changes in capitalization of the Company as
provided in Section 19 hereof, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the
Plan shall be 1.4% of the outstanding shares of Common Stock on August
5, 1999. If, on a given Exercise Date, the number of shares with
respect to which options are to be exercised exceeds the number of
shares then available under the Plan, the Company shall make a pro rata
allocation of the shares remaining available for purchase in as uniform
a manner as shall be practicable and as it shall determine to be
equitable.
b. The participant shall have no interest or voting right in shares
covered by his option until such option has been exercised.
c. Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant.
14 ADMINISTRATION. The Plan shall be administered by the Phoenix Investment
Partners, Ltd. Benefit Plans Committee (and any power given in this Plan to
the Board may be delegated by the Board to such Committee). The Benefit
Plans Committee shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan.
Every finding, decision and determination made by the Benefit Plans
Committee shall, to the full extent permitted by law, be final and binding
upon all parties.
15 DEATH OF PARTICIPANT. In the event of the death of a participant, the
Company shall deliver any shares and/or cash held in the participant's
account under the Plan to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may
deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company
may designate.
16 TRANSFERABILITY. Neither payroll deductions credited to a participant's
account nor any rights with regard to the exercise of an option or to
receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent
and distribution or as provided in Section 15 hereof) by the participant.
Any such attempt at assignment, transfer, pledge or other disposition shall
be without effect, except that the Company may treat such act as an
election to withdraw funds from an Offering Period in accordance with
Section 10 hereof.
17 USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
18 REPORTS. Individual accounts shall be maintained for each participant in
the Plan. Statements of account shall be given to participating Employees
at least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.
19 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION,
MERGER OR ASSET SALE.
a. CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of Phoenix Investment Partners, Ltd., the Reserves, and
the price per share and the number of shares of Common Stock covered by
each option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of shares
of Common Stock effected without receipt of consideration by Phoenix
Investment Partners, Ltd.; PROVIDED, HOWEVER, that conversion of any
convertible securities of Phoenix Investment Partners, Ltd. shall not
be deemed to have been "effected without receipt of consideration".
Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by Phoenix Investment Partners, Ltd. of
shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common
Stock subject to an option.
b. DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution
or liquidation of Phoenix Investment Partners, Ltd., the Offering
Period then in progress shall be shortened by setting a new Exercise
Date (the "New Exercise Date"), and shall terminate immediately prior
to the consummation of such proposed dissolution or liquidation, unless
provided otherwise by the Board. The New Exercise Date shall be before
the date of Phoenix Investment Partners, Ltd.'s proposed dissolution or
liquidation. The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the
Exercise Date for the participant's option has been changed to the New
Exercise Date and that the participant's option shall be exercised
automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in
Section 10 hereof.
c. MERGER OR ASSET SALE. In the event of a proposed sale of all or
substantially all of the assets of Phoenix Investment Partners, Ltd.,
or the merger of Phoenix Investment Partners, Ltd. with or into another
corporation, each outstanding option shall be assumed or an equivalent
option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option,
the Offering Period then in progress shall be shortened by setting a
New Exercise Date. The New Exercise Date shall be before the date of
the proposed sale or merger of Phoenix Investment Partners, Ltd. The
Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date
for the participant's option has been changed to the New Exercise Date
and that the participant's option shall be exercised automatically on
the New Exercise Date, unless prior to such date the participant has
withdrawn from the Offering Period as provided in Section 10 hereof.
20 AMENDMENT OR TERMINATION.
a. The Board of Directors of Phoenix Investment Partners, Ltd. may at any
time and for any reason terminate or amend the Plan and such action
shall be binding upon any Designated Parent or any Designated
Subsidiary. Except as provided in Section 19 hereof, no such
termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any
Exercise Date if the Board determines that the termination of the
Offering Period or the Plan is in the best interests of Phoenix
Investment Partners, Ltd. and its stockholders. Except as provided in
Section 19 and Section 20 hereof, no amendment may make any change in
any option theretofore granted which adversely affects the rights of
any participant. To the extent necessary to comply with Section 423 of
the Code (or any other applicable law, regulation or stock exchange
rule), Phoenix Investment Partners, Ltd. shall obtain shareholder
approval in such a manner and to such a degree as required.
b. Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected,"
the Board (or its committee) shall be entitled to change the Offering
Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars,
permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase
of Common Stock for each participant properly correspond with amounts
withheld from the participant's Compensation, and establish such other
limitations or procedures as the Board (or the Benefit Plans Committee)
determines in its sole discretion advisable which are consistent with
the Plan.
c. In the event the Board determines that the ongoing operation of the
Plan may result in unfavorable financial accounting consequences, the
Board may, in its discretion and, to the extent necessary or desirable,
modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:
i. altering the Purchase Price for any Offering Period including an
Offering Period underway at the time of the change in Purchase
Price; and
ii. shortening any Offering Period so that the Offering Period ends on
a New Exercise Date, including an Offering Period underway at the
time of the Board action.
Such modifications or amendments shall not require stockholder
approval or the consent of any Plan participants.
21 NOTICES. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt
thereof.
22 CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, the rules and regulations promulgated thereunder,
and the requirements of the New York Stock Exchange and shall be further
subject to the approval of counsel for Phoenix Investment Partners, Ltd.
with respect to such compliance.
23 EQUAL RIGHTS AND PRIVILEGES. All Employees granted options under the
Plan shall have the same rights and privileges within the meaning of
Section 423(b)(5) of the Code.
24 TERM OF PLAN. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 20 hereof.
<PAGE>
PHOENIX INVESTMENT PARTNERS, LTD.
EMPLOYEE STOCK PURCHASE PLAN
WITHDRAWAL FORM
The undersigned participant in the Offering Period of the Phoenix
Investment Partners, Ltd. Employee Stock Purchase Plan which began on
___________, ____ (the "Grant Date") hereby notifies the Company that he or
she hereby withdraws from the Offering Period. He or she hereby directs
the Company to pay to the undersigned as promptly as practicable all the
payroll deductions credited to his or her account with respect to such
Offering Period. The undersigned understands and agrees that his or her
option for such Offering Period will be automatically terminated. The
undersigned understands further that no further payroll deductions will be
made for the purchase of shares in the current Offering Period and the
undersigned shall be eligible to participate in succeeding Offering Periods
only by delivering to the Company a new enrollment form.
Name and Address of Participant:
________________________________
________________________________
________________________________
Signature:
________________________________
Date:___________________________
EXHIBIT 5
[Letterhead of Day, Berry & Howard LLP]
April 19, 2000
Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, CT 06115
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 615,000 shares of Common Stock, par value
$.01 per share (the "Shares"), of Phoenix Investment Partners, Ltd., a
Delaware corporation (the "Company"), issuable under the Company's
Employee's Stock Purchase Plan (the "Plan"). We have examined the Restated
Certificate of Incorporation and the By-Laws of the Company, each as
amended to date, minutes of the proceedings of the Board of Directors of
the Company and the Compensation Committee of the Board of Directors, the
Registration Statement and such other documents relating to the Company as
we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents to all documents
submitted to us as certified or photostatic copies, and the authenticity of
the originals of such latter documents.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized, and when issued in accordance with the terms of the
Plan, will be legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Day, Berry & Howard LLP
DAY, BERRY & HOWARD LLP
JAC/beh
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 9, 2000 relating to the
financial statements of Phoenix Investment Partners, Ltd. (the
"Registrant"), which are included in the Registrant's Annual Report on Form
10-K for the year ended December 31, 1999
/s/ PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
Hartford, CT
April 17, 2000
