Registration No.: 333-
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 Registrant as Specified in Its Charter)
| Maryland (State or Other Jurisdiction of Incorporation or Organization) |
04-2718215 (I.R.S. Employer Identification No.) |
Two International Place
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
_____________________________
Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan
(Full Title of the Plan)
_____________________________
Frederick
S. Marius
Chief Legal Officer
Eaton Vance Corp.
Two International Place
Boston, MA 02110
(Name and Address of Agent for Service)
(617) 482-8260
(Telephone Number, Including Area Code, of Agent For Service)
_____________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ý | Accelerated filer ¨ |
|
Non-accelerated filer ¨
|
Smaller reporting company ¨ |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title Of Securities To Be Registered |
Amount To Be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount Of Registration Fee |
| Non-Voting Common Stock, par value $0.00390625 per share | 300,000 | $38.43 | $11,529,000.00 | $1,397.31 |
| (1) | This Registration Statement covers 300,000 shares of the Registrant’s non-voting common stock, par value $0.00390625 per share (the “Non-Voting Common Stock”), available for issuance under the Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated. This Registration Statement shall also cover any additional shares of Non-Voting Common Stock of the Registrant that become issuable under the Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated, by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the outstanding shares of Non-Voting Common Stock of the Registrant. |
| (2) | Calculated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and (c) of the Securities Act of 1933, as amended. The fee is calculated on the basis of the average of the high and low trading prices of the Registrant’s common stock as reported on the New York Stock Exchange as of a date (January 30, 2019) within five business days prior to the filing of this Registration Statement. |
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 300,000 shares of non-voting common stock, par value $0.00390625 per share (the “Non-Voting Common Stock”), of Eaton Vance Corp., a Maryland corporation (the “Registrant”), to be issued under the Registrant’s Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated (the “Plan”). In accordance with General Instruction E to Form S-8, except for Item 3 “Incorporation of Documents by Reference” and Item 8 “Exhibits,” this Registration Statement incorporates by reference the contents of (a) the Registration Statement on Form S-8, File No. 333-191985, filed with the Securities and Exchange Commission (the “Commission”) on October 30, 2013, relating to the Plan, the Eaton Vance Corp. 2013 Omnibus Incentive Plan (the “Omnibus Plan”), the Eaton Vance Corp. 2013 Employee Stock Purchase Plan (the “ESPP Plan”), and the Eaton Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan (the “Nonqualified ESPP Plan”); and (b) the Registration Statement on Form S-8, File No. 333-208537, filed with the Commission on December 14, 2015, relating to the Omnibus Plan, as amended and restated, the Nonqualified ESPP Plan, as amended and restated and the Plan.
| Item | 3. Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:
| (a) | the Registrant’s Annual Report on Form 10-K and 10-K/A for the fiscal year ended October 31, 2018, filed with the Commission on December 21, 2018 and December 28, 2018, respectively; |
| (b) | the Registrant’s Current Reports on Form 8-K, filed with the Commission on December 14, 2018 and January 16, 2019; and |
| (c) | the description of the Registrant’s Non-Voting Common Stock contained in the Registrant’s Registration Statement on Form S-3, filed on June 14, 2013, including all amendments and reports updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any document which constitutes part of the prospectus relating to the Plan, meeting the requirement of Section 10(a) of the Securities Act.
Item 8. Exhibits.
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 31st day of January, 2019.
EATON VANCE CORP.
By: /s/ Thomas E. Faust Jr.
| Name: | Thomas E. Faust Jr. |
Title: Chairman, Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Laurie G. Hylton as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
| Signature | Title | Date |
|
/s/ Thomas E. Faust Jr. |
Chairman, Chief Executive Officer and President |
January 31, 2019 |
|
/s/ Laurie G. Hylton |
Chief Financial Officer |
January 31, 2019 |
|
/s/ Julie E. Rozen |
Chief Accounting Officer |
|
|
/s/ Ann E. Berman |
Director |
January 31, 2019 |
|
/s/ Leo I. Higdon, Jr. |
Director |
January 31, 2019 |
|
/s/ Paula A. Johnson |
Director |
January 31, 2019 |
|
/s/ Brian D. Langstraat |
Director |
January 31, 2019 |
|
/s/ Dorothy E. Puhy |
Director |
January 31, 2019 |
|
/s/ Richard A. Spillane, Jr. |
Director |
January 31, 2019 |
|
/s/ Winthrop H. Smith, Jr. |
Director |
January 31, 2019 |
| January 31, 2019 | Exhibit 5.1 |
Eaton Vance Corp.
Two International Place
Boston, MA 02110
| Re: | Registration Statement on Form S-8 |
Dear Ladies and Gentlemen:
We serve as special Maryland counsel to Eaton Vance Corp., a Maryland corporation (the “Company”), and have been requested by the Company to render this opinion in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an additional 300,000 shares (the “Shares”) of non-voting common stock, par value $0.00390625 per share, of the Company (the “Non-Voting Common Stock”) that may be issued pursuant to the Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated (the “Plan”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. The charter of the Company (the “Charter”), as represented by the Articles of Incorporation filed of record with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”), on January 28, 1981, as amended by the Amended Articles of Incorporation filed of record with the SDAT on February 3, 1981, the Articles of Amendment filed of record with the SDAT on April 18, 1983, the Articles of Amendment filed of record with the SDAT on November 17, 1983, the Articles of Amendment filed of record with the SDAT on February 20, 1986, the Articles of Amendment filed of record with the SDAT on November 10, 1992, the Articles of Amendment filed of record with the SDAT on April 29, 1997, the Articles of Amendment filed of record with the SDAT on July 17, 1998, the Articles of Amendment filed of record with the SDAT on October 13, 2000, and the Articles of Amendment filed of record with the SDAT on December 17, 2004, and as in full force and effect on the date hereof (in the form attached to the Secretary’s Certificate (as defined below));
2. The By-laws of the Company, as amended to the date hereof and as in effect on the date hereof (in the form attached to the Secretary’s Certificate);
3. Resolutions adopted by the Board of Directors of the Company and related approvals by the voting shareholders of the Company relating to the approval of the Plan, the filing of the Registration Statement and the issuance of the Shares (in the form attached to the Secretary’s Certificate);
4. The Registration Statement;
5. The Plan;
6. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date; and
7. A certificate executed by the Secretary of the Company (the “Secretary’s Certificate”), dated as of the date hereof.
In rendering the opinion set forth below, we have assumed, without independent investigation, the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or an entity, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification or amendment to the Documents by action or omission of the parties or otherwise.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that the Shares have been duly authorized and, when issued against receipt of the consideration therefor in accordance with the Registration Statement and the terms of the Plan, will be validly issued, fully paid and nonassessable.
In addition to the qualifications set forth above, the foregoing opinion is further qualified as follows:
| (a) | The foregoing opinion is rendered as of the date hereof. We assume no obligation to update such opinion to reflect any facts or circumstances that may hereafter come to our attention or changes in the law which may hereafter occur. |
| (b) | We do not express any opinion herein concerning any law other than the laws of the State of Maryland. |
| (c) | We do not express any opinion herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction. |
| (d) | We have assumed that the issuance of the Shares, together with any other shares of Non-Voting Common Stock then outstanding, will not cause the Company to issue shares of Non-Voting Common Stock in excess of the number of such shares then authorized under its Charter. The Company has represented to us and we have also assumed that the Company has reserved from its duly authorized but unissued and otherwise unreserved stock a sufficient number of shares of Non-Voting Common Stock as were approved by the voting shareholders of the Company for issuance under the Plan. We have also assumed that the Company will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Non-Voting Common Stock, solely for the purpose of enabling it to issue the Shares in accordance with the Plan, the number of Shares which are then issuable and deliverable upon the settlement of awards under the Plan. |
| (e) |
This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.
|
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the use of our name wherever it appears in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.
This opinion is solely for your use in connection with the issuance of Shares in accordance with the Registration Statement and may not be delivered to, quoted to or relied on in any manner by any other person or in any other connection without, in each instance, our prior written approval.
Very truly yours,
DLA PIPER LLP (US)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated December 21, 2018, relating to the consolidated financial statements of Eaton Vance Corp., and the effectiveness of Eaton Vance Corp.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Eaton Vance Corp. for the year ended October 31, 2018.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 31, 2019