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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
REGISTRATION NO. 333-58031
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INVESTORS FINANCIAL SERVICES CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3279817
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
200 CLARENDON STREET, P.O. BOX 9130, BOSTON, MA 02117-9130 (617) 330-6700
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
JOHN E. HENRY, ESQ.
GENERAL COUNSEL AND SECRETARY
Investors Financial Services Corp.
200 Clarendon Street, P.O. Box 9130
Boston, MA 02117-9130
(617) 330-6700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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COPY TO:
Steven C. Browne, Esq.
TESTA, HURWITZ & THIBEAULT, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. /X/ 333-58031
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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The Registrant hereby removes from registration under this Registration
Statement (333-58031) the 700,272 shares of common stock, par value $.01 per
share (the "Offered Shares") of the Registrant, registered hereunder that have
not been sold pursuant to this Registration Statement (such number reflecting
both (i) that certain two-for-one stock split payable in the form of a dividend
and that was declared by the Board of Directors of the Registrant on February
16, 1999 and that was paid on or about March 17, 1999 to the Registrant's
stockholders of record on March 1, 1999; and (ii) that certain two-for-one stock
split payable in the form of a dividend and that was declared by the Board of
Directors of the Registrant on May 15, 2000 and that was paid on or about June
15, 2000 to the Registrant's stockholders of record on May 31, 2000). As of the
date hereof, none of the Offered Shares have been sold or otherwise transferred
by selling stockholders under this Registration Statement. Pursuant to the
Registrant's Undertaking in Item 17 of this Registration Statement, the
Registrant hereby removes from registration those of the Offered Shares that
have not been sold pursuant to this Registration Statement prior to the date
hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Boston, Massachusetts on July 28,
2000.
INVESTORS FINANCIAL SERVICES CORP.
By: /s/ Kevin J. Sheehan
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Kevin J. Sheehan
President, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
<S> <C> <C>
/s/ Kevin J. Sheehan President, Chief Executive Officer and July 28, 2000
---------------------------------------- Chairman (Principal Executive Officer)
Kevin J. Sheehan
* Senior Vice President, Chief Financial Officer July 28, 2000
---------------------------------------- and Treasurer (Principal Financial Officer and
Karen C. Keenan Principal Accounting Officer)
* Director July 28, 2000
----------------------------------------
James M. Oates
* Director July 28, 2000
----------------------------------------
Thomas P. McDermott
* Director July 28, 2000
----------------------------------------
Robert B. Fraser
* Director July 28, 2000
----------------------------------------
Frank B. Condon, Jr.
* Director July 28, 2000
----------------------------------------
Donald G. Friedl
* Director July 28, 2000
----------------------------------------
Phyllis S. Swersky
*By: /s/ Kevin J. Sheehan July 28, 2000
-----------------------------------
Kevin J. Sheehan
Attorney-in-Fact
</TABLE>
