Registration No._______
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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
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
255 State Street, Boston, Massachusetts 02109
(Address of principal executive offices)
EATON VANCE CORP. 2007 STOCK OPTION PLAN
(Full title of the plan)
Frederick S. Marius
Deputy Chief Legal Officer
Eaton Vance Corp.
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
(Name and address of agent for service)
(617) 482-8260
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================== ==================== ===================== ====================== =====================
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities registered(1) offering price aggregate registration
to be registered per share offering price fee
-------------------------------------- -------------------- --------------------- ---------------------- ---------------------
Non-Voting Common Stock 1 $35.09(2) $35.09 $1.00(4)
par value $0.00390625 per share
4,692,459(3)
====================================== ==================== ===================== ====================== =====================
(1) This Registration Statement also registers additional securities to be
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offered or issued upon adjustments or changes made to registered securities by
reason of any stock splits, stock dividends or similar transactions as permitted
by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the
"Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low trading prices for the Registrant's common stock on February 6,
2008, as reported on the New York Stock Exchange.
(3) In accordance with Instruction E of Form S-8, in addition to the one
new share of the Registrant's common stock being registered hereunder, the
Registrant hereby carries forward, and this Registration Statement shall be
deemed to apply to, 4,692,459 shares of the Registrant's common stock previously
registered, but not used, under a Registration Statement on Form S-8 (File No.
333-122000) filed by the Registrant on January 12, 2005 (the "2005 Plan
Registration Statement") registering shares of the Registrant's common stock to
be offered under the Registrant's 1998 Stock Option Plan. In conjunction with
the filing of this Registration Statement, the Registrant is filing a
Post-Effective Amendment to the 2005 Plan Registration Statement acknowledging
the transfer of shares to this Registration Statement.
(4) Aggregate registration fees of $15,835.48 were paid in connection with
the shares of the Registrant's common stock registered under the 2005 Plan
Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement:
The Registrant's Annual Report on Form 10-K for the year ended October 31,
2007, as filed on December 21, 2007 (File No. 001-08100).
The Registrant's Current Reports on Form 8-K filed with the Commission on
November 1, 2007, November 20, 2007 and January 22, 2008.
The description of the Registrant's non-voting common stock contained in
the Registrant's Registration Statement on Form S-3 filed under Section 12(b) of
the Exchange Act, filed on September 25, 2007, including all amendments and
reports updating such description.
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since October 31, 2007.
All documents filed by the Registrant with the Commission 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 such 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 2007
Stock Option Plan meeting the requirements of Section 10(a) of the Securities
Act.
Item 4. Description of Securities.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law authorizes Maryland corporations to
limit the liability of directors and officers to the corporation or its
stockholders for money damages, except: (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received; (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding in the
proceeding that the person's action, or failure to act, was the result of active
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and deliberate dishonesty and was material to the cause of action adjudicated in
the proceeding; or (c) with respect to certain other actions not applicable to
the Registrant.
The Maryland General Corporation Law also provides for permissive and
mandatory indemnification by a Maryland corporation of its directors and
officers that are made party to any proceeding by reason of service in that
capacity. Under those provisions, indemnification is mandated for the reasonable
expenses incurred by a director or officer in connection with such a proceeding
if: (a) the director or officer has been successful, on the merits or otherwise,
in the defense of the proceeding or in the defense of any claim, issue or matter
in the proceeding; or (b) upon application by the officer or director, a court
of appropriate jurisdiction determines that such indemnification is appropriate
and orders that it be made. Indemnification is permitted for such expenses and
for any judgments, penalties, fines or settlements actually incurred by a
director or officer in connection with the proceeding unless: (a) the
corporation's charter or bylaws, or a resolution of the corporation's board of
directors or a board-approved agreement of the corporation otherwise provides;
(b) it is established that (i) the act or omission of the director or officer
was material to the matter giving rise to the proceeding and was committed in
bad faith or was the result of active and deliberate dishonesty, (ii) the
director or officer actually received an improper personal benefit in money,
property or services, or (iii) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe his or her act or omission
was unlawful; or (c) the proceeding is one that was brought by the director or
officer against the corporation (other than a proceeding brought to enforce
indemnification) unless the corporation's charter or bylaws, or a resolution of
the corporation's board of directors or a board-approved agreement of the
corporation otherwise provides.
The Maryland General Corporation Law also permits Maryland corporations to
advance payments of reasonable expenses incurred by a director or officer in
such a proceeding (other than one described in clause (c) of the preceding
sentence) if the corporation has received a written affirmation by the director
or officer of his or her good faith belief that the standard of conduct
necessary for permissive indemnification has been satisfied and the corporation
has received a written undertaking by or on behalf of the director or officer to
repay the advanced amount if it is ultimately determined that that standard of
conduct has not been met. The Maryland General Corporation Law also permits
Maryland corporations to purchase and maintain insurance on behalf of directors
or officers against any liability asserted against or incurred by them arising
out of their positions, irrespective of whether the corporation would have the
power to indemnify them for such liabilities.
Article NINTH, section (8) of our Articles of Incorporation provides that,
to the full extent permitted by the laws of Maryland, we shall indemnify any
person that (a) is serving as a director or officer of Eaton Vance Corp., (b)
any person that has served as an officer or director of Eaton Vance Corp., and
(c) any person who at our request is serving or has served as a director,
officer, trustee, partner, employee, agent or other representative of another
corporation, joint stock company, syndicate, association, firm, trust,
partnership or other entity, against all liabilities and expenses, including
without limitation attorneys' fees and judgments, penalties, fines and amounts
paid in settlement, reasonably incurred by such person in connection with any
threatened, pending or completed action, suit, or other proceeding, whether
civil, criminal, administrative, investigative or legislative, in which such
person may be involved or with which such person may be threatened by reason of
serving or having served in such position.
Indemnification requires a determination made in accordance with applicable
statutory standards by the Board of Directors or by independent legal counsel
(who may be regular counsel to the Registrant) or by the holders of not less
than a majority of the total number of shares of our Common Stock then
outstanding.
Article NINTH, section (8) of our Articles of Incorporation provides that
the indemnification right provided therein is not exclusive of and will not
otherwise affect any other rights to which such person may be entitled (whether
under any law, by-law, agreement, director vote, stockholder vote or otherwise),
shall inure to the benefit of such person's heirs, executors, administrators and
personal representatives, and shall continue as to a person who has ceased to
serve in such position.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
Exhibit No. Description
4.1 Registrant's Amended Articles of Incorporation are filed as Exhibit
3.1 to Registrant's registration statement on Form 8-B dated February
4, 1981, filed pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934 (S.E.C. File No. 1-8100) and are incorporated
herein by reference.
4.2 Registrant's Articles of Amendment effective at the close of business
on April 18, 1983, has been filed as Exhibit 3.3 to the Annual Report
on Form 10-K as amended on Form 10-K/A of the Registrant for the
fiscal year ended October 31, 2006, (S.E.C. File No. 1-8100) and are
incorporated herein by reference.
4.3 Registrant's Articles of Amendment effective at the close of business
on November 22, 1983, has been filed as Exhibit 3.3 to the Annual
Report on Form 10-K of the Registrant for the fiscal year ended
October 31, 1983, (S.E.C. File No. 1-8100) and are incorporated herein
by reference.
4.4 Registrant's Articles of Amendment effective at the close of business
on February 25, 1986 has been filed as Exhibit 3.4 to the Annual
Report on Form 10-K of the Registrant for the fiscal year ended
October 31, 1986, (S.E.C. File No. 1-8100) and are incorporated herein
by reference.
4.5 Registrant's Articles of Amendment effective as of the close of
business on November 11, 1992 has been filed as Exhibit 3.6 to the
Annual Report on Form 10-K as amended on Form 10-K/A for the fiscal
year ended October 31, 2006 (S.E.C. File No. 1-8100) and are
incorporated herein by reference.
4.6 Registrant's Articles of Amendment effective at the close of business
on May 15, 1997 has been filed as Exhibit 3.1 to the Quarterly Report
on Form 10-Q for the fiscal quarter ended April 30, 1997 (S.E.C. File
No. 1-8100) and are incorporated herein by reference.
4.7 Registrant's Articles of Amendment effective at the close of business
on August 14, 1998 has been filed as Exhibit 3.1 to the Quarterly
Report on Form 10-Q for the fiscal quarter ended July 31, 1998,
(S.E.C. File No. 1-8100) and are incorporated herein by reference.
4.8 Registrant's Articles of Amendment effective at the close of business
on November 13, 2000 has been filed as Exhibit 3.6 to the Annual
Report on Form 10-K of the Registrant for the fiscal year ended
October 31, 2000 (S.E.C. File No. 1-8100) and are incorporated herein
by reference.
4.9 Registrant's Articles of Amendment effective at the close of business
on January 14, 2005 has been filed as Exhibit 3.7 to the Annual Report
on Form 10-K of the Registrant for the fiscal year ended October 31,
2004 (S.E.C. File No. 1-8100) and are incorporated herein by
reference.
4.10 Registrant's By-Laws, as amended, are 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 Kirkpatrick & Lockhart Preston Gates Ellis LLP regarding
the legality of the shares being registered hereunder (filed
herewith).
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10.1 Registrant's 2007 Stock Option Plan has been filed as Exhibit 10.1 to
Registrant's Current Report on Form 8-K filed on October 29, 2007.
23.1 Consent of Independent Registered Public Accounting Firm (filed
herewith).
23.2 Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (included in
the Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (filed herewith).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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; and
(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 Paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
* * *
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(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 11th
day of February, 2008.
EATON VANCE CORP.
By: *
-----------------------------------
Thomas E. Faust Jr.
Chairman, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated:
Signature Capacity Date
--------- ------- ----
* Director, Chairman, Chief Executive Officer February 11, 2008
---------------------------- and President (Principal Executive Officer)
Thomas E. Faust Jr.
* Chief Financial Officer (Principal February 11, 2008
---------------------------- Financial Officer)
Robert J. Whelan
* Chief Accounting Officer (Principal February 11, 2008
---------------------------- Accounting Officer)
Laurie G. Hylton
* Director, Executive Vice President and February 11, 2008
---------------------------- Chief Equity Investment Officer
Duncan W. Richardson
* Director February 11, 2008
----------------------------
Ann E. Berman
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* Director February 11, 2008
---------------------------
Leo I. Higdon, Jr.
* Director February 11, 2008
---------------------------
Vincent M. O'Reilly
* Director February 11, 2008
---------------------------
Dorothy E. Puhy
Director
---------------------------
Winthrop H. Smith, Jr.
* By: /s/ Frederick S. Marius
-----------------------
Name: Frederick S. Marius
Title: Attorney-in-Fact
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INDEX
Exhibit No. Description
4.1 Registrant's Amended Articles of Incorporation are filed as
Exhibit 3.1 to Registrant's registration statement on Form 8-B
dated February 4, 1981, filed pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934 (S.E.C. File No.1-8100) and
are incorporated herein by reference.
4.2 Registrant's Articles of Amendment effective at the close of
business on April 18, 1983, has been filed as Exhibit 3.3 to the
Annual Report on Form 10-K as amended on Form 10-K/A of the
Registrant for the fiscal year ended October 31, 2006, (S.E.C.
File No. 1-8100) and are incorporated herein by reference.
4.3 Registrant's Articles of Amendment effective at the close of
business on November 22, 1983, has been filed as Exhibit 3.3 to
the Annual Report on Form 10-K of the Registrant for the fiscal
year ended October 31, 1983, (S.E.C. File No. 1-8100) and are
incorporated herein by reference.
4.4 Registrant's Articles of Amendment effective at the close of
business on February 25, 1986 has been filed as Exhibit 3.4 to
the Annual Report on Form 10-K of the Registrant for the fiscal
year ended October 31, 1986, (S.E.C. File No. 1-8100) and are
incorporated herein by reference.
4.5 Registrant's Articles of Amendment effective as of the close of
business on November 11, 1992 has been filed as Exhibit 3.6 to
the Annual Report on Form 10-K as amended on Form 10-K/A for the
fiscal year ended October 31, 2006 (S.E.C. File No. 1-8100) and
are incorporated herein by reference.
4.6 Registrant's Articles of Amendment effective at the close of
business on May 15, 1997 has been filed as Exhibit 3.1 to the
Quarterly Report on Form 10-Q for the fiscal quarter ended April
30, 1997 (S.E.C. File No. 1-8100) and are incorporated herein by
reference.
4.7 Registrant's Articles of Amendment effective at the close of
business on August 14, 1998 has been filed as Exhibit 3.1 to the
Quarterly Report on Form 10-Q for the fiscal quarter ended July
31, 1998, (S.E.C. File No. 1-8100) and are incorporated herein by
reference.
4.8 Registrant's Articles of Amendment effective at the close of
business on November 13, 2000 has been filed as Exhibit 3.6 to
the Annual Report on Form 10-K of the Registrant for the fiscal
year ended October 31, 2000 (S.E.C. File No. 1-8100) and are
incorporated herein by reference.
4.9 Registrant's Articles of Amendment effective at the close of
business on January 14, 2005 has been filed as Exhibit 3.7 to the
Annual Report on Form 10-K of the Registrant for the fiscal year
ended October 31, 2004 (S.E.C. File No. 1-8100) and are
incorporated herein by reference.
4.10 Registrant's By-Laws, as amended, are 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 Kirkpatrick & Lockhart Preston Gates Ellis LLP
regarding the legality of the shares being registered hereunder
(filed herewith).
10.1 Registrant's 2007 Stock Option Plan has been filed as Exhibit
10.1 to Registrant's Current Report on Form 8-K filed on October
29, 2007.
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23.1 Consent of Independent Registered Public Accounting Firm (filed
herewith).
23.2 Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP
(included in the Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (filed herewith).
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Exhibit 5.1
Kirkpatrick & Lockhart Preston Gates Ellis LLP
535 Smithfield Street
Pittsburgh, PA 15222
(412) 355-6500
February 11, 2008
Eaton Vance Corp.
225 State Street
Boston, MA 02109
Ladies and Gentlemen:
We have acted as your counsel in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933 (the "1933 Act") for the
registration of 4,692,460 shares (the "Shares") of Non-Voting Common Stock, par
value $0.00390625 per share of Eaton Vance Corp., a Maryland corporation (the
"Company").
You have requested our opinion as to the matters set forth below in connection
with the Registration Statement. For purposes of rendering that opinion, we have
examined the Registration Statement, the Company's Articles of Incorporation, as
amended, and Bylaws, and the corporate action of the Company that provides for
the issuance of the Shares, and we have made such other investigation as we have
deemed appropriate. We have examined and relied upon certificates of public
officials and, as to certain matters of fact that are material to our opinion,
we have also relied on a certificate of an officer of the Company. In rendering
our opinion, we also have made the assumptions that are customary in opinion
letters of this kind. We have not verified any of those assumptions.
Our opinion set forth below is limited to the law of the State of Maryland,
including the applicable provisions of the Maryland Constitution and reported
judicial decisions interpreting those laws.
Based upon and subject to the foregoing, it is our opinion that the Shares are
duly authorized for issuance by the Company and, when issued and paid for as
described in the Prospectus included in the Registration Statement, will be
validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
1933 Act or the rules and regulations thereunder.
Yours truly,
/s/ Kirkpatrick & Lockhart Preston Gates Ellis LLP
Kirkpatrick & Lockhart Preston Gates Ellis LLP
Exhibit 23.1
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 20, 2007, relating to the financial
statements of Eaton Vance Corp., and management's report on the effectiveness of
internal control over financial reporting, appearing in the Annual Report on
Form 10-K of Eaton Vance Corp. for the year ended October 31, 2007.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 11, 2008
Exhibit 24.1
POWER OF ATTORNEY
For Registration Statement on Form S-8 for the 1998 and 2007 Stock Option Plans
We, the undersigned directors and officers of Eaton Vance Corp., do hereby
constitute and appoint Thomas E. Faust Jr. and Frederick S. Marius our true and
lawful attorneys and agents, to do any and all acts and things in our name and
on our behalf in our capacities as directors and officers and to execute any and
all instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or either of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as amended
(the "Securities Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 (File No. 333-122000) filed by the Registrant on January
12, 2005 related to the Eaton Vance Corp. 1998 Stock Option Plan (the "1998
Registration Statement) and the Registration Statement on Form S-8 related to
the Eaton Vance Corp. 2007 Stock Option Plan (the "2007 Registration
Statement"), including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) to the 1998 and 2007
Registration Statements and we do hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.
This Power of Attorney has been signed by the following persons in the
capacities and on the date(s) indicated:
Signature Capacity Date
--------- -------- ----
/s/ Thomas E. Faust, Jr. Director, Chairman, Chief Executive February 11, 2008
------------------------------------ Officer and President
Thomas E. Faust Jr.
/s/ Robert J. Whelan Chief Financial Officer February 11, 2008
------------------------------------
Robert J. Whelan
/s/ Laurie G. Hylton Chief Accounting Officer February 11, 2008
------------------------------------
Laurie G. Hylton
/s/ Duncan W. Richardson Director, Executive Vice President, February 11, 2008
--------------------------- Chief Equity Investment Officer
Duncan W. Richardson
/s/ Ann E. Berman Director February 11, 2008
---------------------------
Ann E. Berman
/s/ Leo I. Higdon, Jr. Director February 11, 2008
------------------------------------
Leo I. Higdon, Jr.
/s/ Vincent M. O'Reilly Director February 11, 2008
------------------------------------
Vincent M. O'Reilly
/s/ Dorothy E. Puhy Director February 11, 2008
------------------------------------
Dorothy E. Puhy
Director
---------------------------
Winthrop H. Smith, Jr.