As filed with the Securities and Exchange Commission on December 14, 2015
Registration No.: 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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EATON VANCE CORP.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 04-2718215 |
Two International Place
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
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Eaton Vance Corp. 2013 Omnibus Incentive Plan
Eaton Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan
Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan
(Full Title of the Plan)
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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 non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý | Accelerated filer ¨ |
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Non accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
Title Of Securities | Amount To Be | Proposed Maximum | Proposed Maximum | Amount |
Non-Voting Common Stock, par value $0.00390625 per share | 6,365,000 | $33.03 | $210,235,950 | $21,170.76 |
(1)
This Registration Statement covers 6,365,000 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 Omnibus Incentive Plan, as amended and restated (6,000,000 shares); Eaton Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan, as amended and restated (65,000 shares); and Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated (300,000 shares). 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 Omnibus Incentive Plan, as amended and restated; Eaton Vance Corp. 2013 Nonqualified
Employee Stock Purchase Plan, as amended and restated; or 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 (December 11, 2015) 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 6,365,000 shares of non-voting common stock, par value $0.00390625 per share, of Eaton Vance Corp., a Maryland corporation (the “Registrant”), to be issued under the Registrant’s Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated (6,000,000 shares); Eaton Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan, as amended and restated (65,000 shares); and Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated (300,000 shares) (together, the “Plans”). 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 the Registration Statement on Form S-8, File No. 333-191985, filed with the Securities and Exchange Commission on October 30, 2013, relating to the Plans and the Registrant’s Eaton Vance Corp. 2013 Employee Stock Purchase 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 Quarterly Report on Form 10-Q for the quarter ended July 31, 2015, filed with the Commission on September 4, 2015;
(b)
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2015, filed with the Commission on June 9, 2015;
(c)
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2015, filed with the Commission on March 6, 2015;
(d)
the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014, filed with the Commission on December 19, 2014;
(e)
the Registrant’s Current Reports on Form 8-K or 8-K/A, filed with the Commission on December 23, 2014, January 14, 2015, November 3, 2015 and November 25, 2015; and
(f)
the description of the Registrant’s non-voting common stock, par value $0.00390625 per share (the “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 Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated; Eaton Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan, as amended and restated; and Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated, meeting the requirement of Section 10(a) of the Securities Act.
Item 8.
Exhibits.
Exhibit No. | Description |
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4.1 | Registrant’s Amended Articles of Incorporation, as amended, has been filed as Exhibit 3.1 to the Registrant’s registration statement on Form S-3, dated June 14, 2013, filed pursuant to the Securities Act of 1933, as amended (S.E.C. File No. 333-189309) and is incorporated herein by reference. |
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4.2 | Registrant’s By-Laws, as amended, have been filed as Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed January 18, 2006 (S.E.C. File No. 1-8100) and are incorporated herein by reference. |
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5.1 | Opinion of DLA Piper.* |
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23.1 | Consent of Independent Registered Public Accounting Firm.* |
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23.2 | Consent of DLA Piper (included in Exhibit 5.1). |
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24.1 | Power of Attorney (included on signature page).* |
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99.1 | Copy of the Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated, approved by the Eaton Vance Corp. Board of Directors on October 28, 2015 and the Voting Shareholders on October 30, 2015 has been filed as Exhibit 10.1 to the Current Report on Form 8-K on November 3, 2015 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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99.2 | Copy of the Eaton Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan, as amended and restated, approved by the Eaton Vance Corp. Board of Directors on October 28, 2015 and the Voting Shareholders on October 30, 2015 has been filed as Exhibit 10.2 to the Current Report on Form 8-K on November 3, 2015 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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99.3 | Copy of the Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated, approved by the Eaton Vance Corp. Board of Directors on October 28, 2015 and the Voting Shareholders on October 30, 2015 has been filed as Exhibit 10.3 to the Current Report on Form 8-K on November 3, 2015 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
*Filed herewith. | |
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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 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 14th day of December, 2015.
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 |
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/s/ Thomas E. Faust Jr. Thomas E. Faust Jr. | Chairman, Chief Executive Officer and President (Principal Executive Officer) |
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/s/ Laurie G. Hylton Laurie G. Hylton | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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/s/ Ann E. Berman Ann E. Berman | Director |
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/s/ Leo I. Higdon, Jr. Leo I. Higdon, Jr. | Director |
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/s/ Brian D. Langstraat Brian D. Langstraat | Director |
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/s/ Dorothy E. Puhy Dorothy E. Puhy | Director |
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/s/ Winthrop H. Smith, Jr. Winthrop H. Smith, Jr. | Director |
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/s/ Richard A. Spillane, Jr. Richard A. Spillane, Jr. | Director |
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EXHIBIT INDEX
Exhibit No. | Description |
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4.1 | Registrant’s Amended Articles of Incorporation, as amended, has been filed as Exhibit 3.1 to the Registrant’s registration statement on Form S-3, dated June 14, 2013, filed pursuant to the Securities Act of 1933, as amended (S.E.C. File No. 333-189309) and is incorporated herein by reference. |
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4.2 | Registrant’s By-Laws, as amended, have been filed as Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed January 18, 2006 (S.E.C. File No. 1-8100) and are incorporated herein by reference. |
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5.1 | Opinion of DLA Piper.* |
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23.1 | Consent of Independent Registered Public Accounting Firm.* |
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23.2 | Consent of DLA Piper (included in Exhibit 5.1). |
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24.1 | Power of Attorney (included on signature page).* |
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99.1 | Copy of the Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated, approved by the Eaton Vance Corp. Board of Directors on October 28, 2015 and the Voting Shareholders on October 30, 2015 has been filed as Exhibit 10.1 to the Current Report on Form 8-K on November 3, 2015 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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99.2 | Copy of the Eaton Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan, as amended and restated, approved by the Eaton Vance Corp. Board of Directors on October 28, 2015 and the Voting Shareholders on October 30, 2015 has been filed as Exhibit 10.2 to the Current Report on Form 8-K on November 3, 2015 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
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99.3 | Copy of the Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated, approved by the Eaton Vance Corp. Board of Directors on October 28, 2015 and the Voting Shareholders on October 30, 2015 has been filed as Exhibit 10.3 to the Current Report on Form 8-K on November 3, 2015 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
*Filed herewith. | |
Exhibit 5.1
DLA Piper LLP (US)
The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
T 410.580.3000
F 410.580.3001
W www.dlapiper.com
December 14, 2015 |
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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”) under the Securities Act of 1933, as amended (the “Securities Act”), for registration of up to 6,365,000 shares (the “Shares”) of the Company’s non-voting common stock, $0.00390625 par value per share, that may be issued pursuant to the Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated; the Eaton Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan, as amended and restated; and the Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated (collectively, the “Incentive Plans”).
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, as amended, certified as of the date hereof by its Secretary;
2.
The By-laws of the Company, as amended, certified as of the date hereof by its Secretary;
3.
Resolutions adopted by the Board of Directors of the Company and related approvals by the voting shareholders of the Company relating to the Shares and the approval of the Incentive Plans, certified by the Secretary of the Company;
4.
A certificate of the State Department of Assessments and Taxation of Maryland (the
“SDAT”) as to the good standing of the Company, dated as of a recent date; and
5.
A certificate executed by an officer of the Company, dated as of the date hereof.
In expressing the opinions set forth below, we have assumed 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.
EAST\119390722.2
Eaton Vance Corp.
December 14, 2015
Page 2
2.
Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1.
The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2.
The Shares have been duly authorized and, when issued against receipt of the consideration therefor in accordance with the Incentive Plans, will be validly issued, fully paid and nonassessable.
The foregoing opinions are limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. The opinions expressed herein are subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
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.
We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
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)
EAST\119390722.2
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 19, 2014, 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, 2014.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 14, 2015