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 Omnibus Incentive Plan
Eaton Vance Corp. 2013 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. (Check one):
| Large accelerated filer ý | Accelerated filer ¨ |
|
Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
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 | 7,100,000 | $50.90 | $361,390,000 | $44,993.06 |
| (1) | This Registration Statement covers 7,100,000 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 (7,000,000 shares), and Eaton Vance Corp. 2013 Employee Stock Purchase Plan, as amended and restated (100,000 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, or Eaton Vance Corp. 2013 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 (October 25, 2017) 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 7,100,000 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 (7,000,000 shares), and Eaton Vance Corp. 2013 Employee Stock Purchase Plan, as amended and restated (100,000 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 (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 Plans and the Registrant’s Eaton Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan and Eaton Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase 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 Registrant’s Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated, and Eaton Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan and Eaton Vance Corp. 2013 Incentive Compensation Nonqualified 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, 2017, filed with the Commission on September 6, 2017; |
| (b) | the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2017, filed with the Commission on June 7, 2017; |
| (c) | the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2017, filed with the Commission on March 8, 2017; |
| (d) | the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2016, filed with the Commission on December 21, 2016; |
| (e) | the Registrant’s Current Reports on Form 8-K or 8-K/A, filed with the Commission on January 9, 2017, January 12, 2017, March 31, 2017, March 31, 2017, April 5, 2017 and April 6, 2017; |
| (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, and Eaton Vance Corp. 2013 Employee Stock Purchase Plan, as amended and restated, meeting the requirement of Section 10(a) of the Securities Act.
Item 8. Exhibits.
| Exhibit Index No. | Description |
| 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. |
| 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. |
| 5.1 | Opinion of DLA Piper.* |
| 23.1 | Consent of Independent Registered Public Accounting Firm.* |
| 23.2 | Consent of DLA Piper (included in Exhibit 5.1). |
| 24.1 | Power of Attorney (included on signature page).* |
| 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 and the Voting Shareholders on October 25, 2017 has been filed as Exhibit 10.1 to the Current Report on Form 8-K on October 27, 2017 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
| 99.2 | Copy of the Eaton Vance Corp. 2013 Employee Stock Purchase Plan, as amended and restated, approved by the Eaton Vance Corp. Board of Directors and the Voting Shareholders on October 25, 2017 has been filed as Exhibit 10.2 to the Current Report on Form 8-K on October 27, 2017 (S.E.C. File No. 1-8100) and is incorporated herein by reference. |
| *Filed herewith. | |
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 30th day of October, 2017.
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 | October 30, 2017 |
|
/s/ Laurie G. Hylton Laurie G. Hylton
|
Chief Financial Officer
|
October 30, 2017 |
|
/s/ Julie E. Rozen |
Chief Accounting Officer |
October 30, 2017 |
|
/s/ Ann E. Berman |
Director |
October 30, 2017 |
|
/s/ Leo I. Higdon, Jr. |
Director |
October 30, 2017 |
|
/s/ Brian D. Langstraat |
Director |
October 30, 2017 |
|
/s/ Dorothy E. Puhy |
Director |
October 30, 2017 |
|
/s/ Winthrop H. Smith, Jr. |
Director |
October 30, 2017 |
|
/s/ Richard A. Spillane, Jr. Richard A. Spillane, Jr.
|
Director
|
October 30, 2017 |
| October 30, 2017 | |
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 an aggregate of 7,100,000 shares (the “Shares”) of the Company’s non-voting common stock, $0.00390625 par value per share (the “Non-Voting Common Stock”), that may be issued pursuant to the Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated, and the Eaton Vance Corp. 2013 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 the Secretary of the Company;
2. The By-laws of the Company, as amended, certified as of the date hereof by the Secretary of the Company;
3. Resolutions adopted by the Board of Directors of the Company and related approvals by the voting shareholders of the Company relating to the authorization and issuance of the Shares and the approval of the Incentive Plans, certified by the Secretary of the Company;
4. A certificate of 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.
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:
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. No opinion is expressed herein with respect to the qualification of the Shares under state securities or blue sky laws.
We have assumed that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Incentive Plans. 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 Incentive Plans, the number of Shares which are then issuable and deliverable upon the settlement of awards under the Incentive Plans.
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 speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date. 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)
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, 2016, 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, 2016.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 30, 2017