As Filed with the Securities and Exchange Commission on August 26, 1998
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 issuer as specified in its charter)
Maryland 04-2718215
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24 Federal Street
Boston, Massachusetts 02110
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1984, 1989, 1992 and 1995 Stock Option Plans
--------------------------------------------
(Full title of the plans)
Alan R. Dynner, Esq.
c/o Eaton Vance Corp.
24 Federal Street
Boston, Massachusetts 02110
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(617) 482-8260
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount to maximum maximum Amount of
to be be offering price aggregate registration
registered registered per share offering price fee
- ---------- ---------- -------------- -------------- ------------
Non-Voting 1,234,726 (1) $20.78125 (2) $25,659,150 (2) $7,569.45
Common Stock, shares
$.015625 par value
- ---------------
(1) Adjusted to reflect the 2 for 1 stock split effective August 14, 1998.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, upon the basis of the average of the high and low sale prices of the
Registrant's Non-Voting Common Stock as reported on the New York Stock Exchange
on August 24, 1998. Such sale prices have been adjusted to reflect the 2 for 1
stock split effective August 14, 1998.
Page 1 of 22 pages.
Exhibit Index begins on page 19.
PROSPECTUS
1,234,726 SHARES
EATON VANCE CORP.
NON-VOTING COMMON STOCK
This Prospectus relates to an aggregate of 1,234,726 shares (the "Shares")
of Non-Voting Common Stock, $.015625 par value per share (the "Non-Voting Common
Stock"), of Eaton Vance Corp. (the "Company"), which may be offered for sale
from time to time by or for the account of certain shareholders of the Company
who have purchased the Shares upon the exercise of options acquired pursuant to
the Company's stock option plans or by or for the account of their respective
pledgees, donees, trustees, legatees, heirs or legal representatives (all of
such persons being hereinafter referred to as "Selling Shareholders"). The
Shares are being registered under the Securities Act of 1933, as amended (the
"Securities Act") on behalf of the Selling Shareholders in order to permit the
public sale or other distribution of the Shares.
The Shares may be sold or distributed through underwriters, dealers,
brokers or other agents, or directly to one or more purchasers, at market prices
prevailing at the time of sale or at prices otherwise negotiated. The Shares
have no voting rights. The Company will receive no portion of the proceeds from
the sale of the Shares offered hereby and will bear certain expenses incident to
their registration. See "Selling Shareholders" and "Plan of Distribution."
The Non-Voting Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol EV. On August 24, 1998, the closing price (adjusted to
reflect the 2 for 1 stock split effective August 14, 1998) for the Non-Voting
Common Stock on the NYSE was $20.71875 per share.
This Prospectus also covers such additional shares as may be issuable to
the Selling Shareholders in the event of a stock dividend, stock split,
recapitalization or other similar change in the Non-Voting Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 26, 1998
2
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Shareholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
not been any change in the information set forth in this Prospectus or in the
affairs of the Company since the date hereof or the dates as of which
information is set forth herein. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
TABLE OF CONTENTS
Page
----
Available Information..........................................................3
Incorporation of Certain Documents by Reference................................4
The Company....................................................................4
Selling Shareholders.........................................................5-9
Plan of Distribution.......................................................10-11
Description of Non-Voting Common Stock.....................................11-12
Experts.......................................................................12
Recent Developments...........................................................12
AVAILABLE INFORMATION
- --------------------------------------------------------------------------------
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549, at
prescribed rates. The Commission also maintains a site on the World Wide Web at
http./www.sec.gov. that contains reports and other information regarding
registrants that file electronically with the Commission. The Non-Voting Common
Stock is traded on the NYSE. Information filed by the Company with the NYSE can
be inspected and copied at the office of the NYSE at 20 Broad Street, New York,
New York 10005.
3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- --------------------------------------------------------------------------------
The Company is subject to the informational and reporting requirements of
the Exchange Act, and in accordance therewith files reports and other
information with the Commission. The following documents, which are filed with
the Commission, are incorporated in this Prospectus by reference:
(1) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act, or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act, that contains audited financial
statements for the Company's latest fiscal year for which such
statements have been filed; and
(2) That portion of the Company's Form 8-B dated February 4, 1981, filed
under Section 12 of the Exchange Act, that describes the Non-Voting
Common Stock, and all amendments or reports filed for the purpose of
updating such description; and
(3) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares of Non-Voting Common Stock offered
hereby have been sold and/or which deregisters all shares of Non-Voting Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of the filing of such documents. Any
statement contained in a document or information incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document that also is, or is deemed to be,
incorporated herein by reference, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The making of a modified or superseding statement shall not be deemed to be
an admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents. Requests should be addressed to:
Treasurer, Eaton Vance Corp., 24 Federal Street, Boston, Massachusetts 02110,
(617) 482-8260.
4
THE COMPANY
- --------------------------------------------------------------------------------
Eaton Vance Corp., a Maryland corporation (the "Company"), is the issuer of
the Shares of Non-Voting Common Stock, $.015625 par value per share, covered by
this Prospectus. The principal executive offices of the Company are located at
24 Federal Street, Boston, Massachusetts 02110, and its telephone number is
(617) 482-8260.
SELLING SHAREHOLDERS
- --------------------------------------------------------------------------------
The Selling Shareholders listed below are or were officers, directors or
employees of the Company and/or of its subsidiaries, Eaton Vance Management, a
Massachusetts business trust ("EVM"), and Eaton Vance Distributors, Inc., a
Massachusetts corporation ("EVD"). Such Shareholders acquired the shares of the
Company's Non-Voting Common Stock being offered hereunder pursuant to certain of
the Company's stock option plans. (See "Description Of Non-Voting Common
Stock".) Although each of the Selling Shareholders listed below is eligible to
sell Shares under this Prospectus, such selling Shareholders do not necessarily
have any present intention to sell all or a part of their Shares. Certain of
such Shareholders may be deemed to be "affiliates" of the Company, as defined in
Rule 405 under the Securities Act. The Company will not receive any proceeds
from the sale of the Shares. A total of 1,234,726 shares is available for sale
under this Prospectus as follows:
TOTAL AMOUNT/
SHARES OF PERCENTAGE
NON-VOTING OF NON-VOTING
COMMON COMMON STOCK
STOCK TO BE OWNED
POSITION WITH THE OWNED AMOUNT AFTER
NAME COMPANY OR A PRIOR TO BEING COMPLETION
SUBSIDIARY OFFERING OFFERED OF OFFERING1
- ---------------------------------------------------------------------------------------------------
Jeffrey P. Beale Vice President 17,820 9,664 8,156/0.023%
of EVM
Christopher Berg Vice President 19,936 4,832 15,104/0.042%
of EVD
Robert H. Bortnick Vice President 6,704 6,432 272/0.001%
of EVM
- -------------------------
1 Assumes 35,965,728 shares of Non-Voting Common Stock will be outstanding following the offering.
5
Richard C. Brown Vice President 58,638 16,912 41,726/0.116%
of EVM
Timothy T. Browse Vice President 14,208 4,832 9,376/0.026%
of EVM
John Cabot Director 85,344 11,680 73,664/0.205%
Barbara E. Campbell Vice President 7,840 4,832 3,008/0.008%
of EVM
Daniel C. Cataldo Vice President 18,174 4,832 13,342/0.037%
of EVM
Cynthia J. Clemson Vice President 6,504 4,832 1,672/0.005%
of EVM
Raymond P. Cox Vice President 17,000 5,500 11,500/0.032%
of EVD
Mark P. Doman Vice President 4,600 2,000 2,600/0.007%
of EVD
Robert N. Dunbar, Jr. Vice President 61,232 11,664 49,568/0.138%
of EVM
Thomas E. Faust, Jr. Vice President 171,204 62,500 108,704/0.302%
of EVM
Thomas J. Fetter Vice President 98,586 62,864 35,722/0.099%
of EVM
Michael A. Foster Vice President 59,776 4,832 54,944/0.153%
of EVD
M. Dozier Gardner Vice Chairman and 997,284 69,412 927,872/2.580%
Director
Hugh Gilmartin Vice President 13,662 9,664 3,998/0.011%
of EVD
6
James B. Hawkes Chairman, President 815,838 188,312 627,526/1.745%
and
Director
Perry Hooker Vice President 3,320 2,620 700/0.002%
of EVD
Kenneth A. Johnston Vice President 65,298 4,832 60,466/0.168%
of EVM
Susan S. Kiewra Vice President 12,214 4,832 7,382/0.021%
of EVM
Craig A. Leman Former officer of 2,000 2,000 - /0.000%
EVM
Robert MacIntosh Vice President 21,856 7,248 14,608/0.041%
of EVM
Stephen A. Marks Vice President 6,664 6,664 - /0.000%
of EVD
A. Walker Martin Vice President 139,412 10,632 128,780/0.358%
of EVM
Joseph T. McMenamin Vice President 4,630 2,182 2,448/0.007%
of EVD
Gary R. Mikula Vice President 4,832 4,832 - /0.000%
of EVM
Morgan C. Mohrman Senior 4,832 4,832 - /0.000%
Vice President
of EVD
Anne M. Morgan Vice President 40,444 4,832 35,612/0.099%
of EVM
James A. Naughton Vice President 2,322 2,248 74/0.000%
of EVM
James L. O'Connor Vice President 98,444 14,500 83,944/0.233%
of EVM
7
Cecilia J. O'Keefe Vice President 11,878 11,664 214/0.001%
of EVM
Thomas Otis Vice President 122,956 24,648 98,308/0.273%
and Secretary
George Owen Vice President 8,152 6,956 1,196/0.003%
of EVD
Scott H. Page Vice President 5,344 4,832 512/0.001%
of EVM
Laurence S. Reineman Vice President 141,320 9,664 131,656/0.366%
of EVM
Duncan Richardson Vice President 35,706 7,248 28,458/0.079%
of EVM
Jackson Robinson Vice President 20,402 19,332 1,070/0.003%
of EVM
Joyce B. Rowan Vice President 3,624 3,624 - /0.000%
of EVM
Benjamin A. Rowland, Jr. Vice President 756,616 135,536 621,080/1.727%
and Director
Jennifer Rynne Vice President 10,332 8,456 1,876/0.005%
of EVM
John P. Rynne Vice President 44,704 44,704 - /0.000%
of EVM
David A. Sackler Vice President 4,092 3,652 440/0.001%
of EVM
Kevin Schrader Vice President 3,682 3,000 682/0.002%
of EVD
George V. Schwab Vice President 15,164 15,164 - /0.000%
of EVD
8
Dianne Sillers Vice President 84,362 8,456 75,906/0.211%
of EVM
Richard A. Simons Vice President 78,028 53,482 24,546/0.068%
of EVM
Ralph Z. Sorenson Director 29,756 11,680 18,076/0.050%
William M. Steul Vice President and 60,098 48,528 11,570/0.032%
Treasurer
Cornelius J. Sullivan Senior 13,918 4,000 9,918/0.028%
Vice President
of EVD
Payson F. Swaffield Vice President 7,718 4,832 2,886/0.008%
of EVM
Hooker Talcott, Jr. Former officer of 38,642 9,160 29,482/0.082%
EVM
Michael B. Terry Vice President 71,624 11,644 59,980/0.167%
of EVM
Mark S. Venezia Vice President 54,182 49,418 4,764/0.013%
of EVM
Michael W. Weilheimer Vice President 6,006 4,832 1,174/0.003%
of EVM
Wharton P. Whitaker President 289,640 155,080 134,560/0.374%
of EVD
Sue Wilder Vice President 19,592 4,832 14,760/0.041%
of EVD
Eric G. Woodbury Vice President 12,858 12,452 406/0.001%
of EVM
9
Sales under this Prospectus may also be made by certain unnamed persons who
are employees of, but not directors, officers or controlling persons of, the
Company who hold the lesser of (1) 1,000 shares of Non-Voting Common Stock or
(2) 1% of the shares of Non-Voting Common Stock issuable under any of the
Company's stock option plans covering Shares to be offered under this Prospectus
(the "De Minimus Amount"). The amount of Shares that may be sold by each of such
unnamed persons under this Prospectus may not exceed the De Minimis Amount.
PLAN OF DISTRIBUTION
- --------------------------------------------------------------------------------
The Shares may be offered and sold from time to time by or for the account
of the Selling Shareholders or their respective pledgees, donees, trustees,
legatees, heirs or legal representatives. Such persons will act independently of
the Company in making decisions with respect to the timing, manner and size of
each sale. Such persons may from time to time offer the Shares through
underwriters, dealers or agents. The distribution of the Shares by such persons
may be effected from time to time in one or more transactions that may take
place on the NYSE or in the over-the-counter market, including ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of such securities as principals, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage fees
or commissions may be paid by the Selling Shareholder in connection with such
sales.
The Company has been advised by the Selling Shareholders that they have
not, as of the date hereof, entered into any arrangement with a broker-dealer
for the sale of Shares through a block trade, special offering, exchange
distribution or secondary distribution of a purchase by a broker-dealer. In
effecting sales, broker-dealers engaged by the Selling Shareholders may arrange
for other broker-dealers to participate. Broker-dealers may receive commissions
or discounts from the Selling Shareholder in amounts to be negotiated
immediately prior to the sale.
In offering the Shares, the Selling Shareholders and any broker-dealers and
any other participating broker-dealers who execute sales for the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any profits realized by the
Selling Shareholders and the compensation of such broker-dealers may be deemed
to be underwriting discounts and commissions. In addition, any Shares covered by
this Prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholders have advised the Company that during such time as
they may be engaged in a distribution of the Shares they will comply with Rules
10b-2, 10b-6 and 10b-7 under the Exchange Act (as those Rules are described in
more detail below) and, in connection therewith, the Selling Shareholders have
10
agreed not to engage in any stabilization activity in connection with the
Company's securities, to furnish to each broker-dealer through which the Shares
may be offered copies of this Prospectus, and not to bid for or purchase any
securities of the Company or attempt to induce any person to purchase any of the
Company's securities except as permitted under the Exchange Act. The Selling
Shareholders have also agreed to inform the Company when the distribution of
their respective Shares is completed.
Rule 10b-2 under the Exchange Act prohibits persons who are participating
in or financially interested in a distribution of securities from making
payments to another person for the solicitation of a third party to purchase the
securities that are the subject of the distribution, except that Rule 10b-2 does
not apply, among other exceptions, to brokerage transactions not involving
solicitation of customer orders. Rule 10b-6 under the Exchange Act
prohibits participants in a distribution from bidding for or purchasing, for an
account in which the participant has a beneficial interest, any of the
securities that are the subject of the distribution. Rule 10b-7 governs bids and
purchases made in order to stabilize the price of a security in connection with
a distribution of the security.
The public offering of the Shares by the Selling Shareholders will
terminate on the date on which all Shares offered hereby have been sold by the
Selling Shareholders, or on such earlier date on which the Company files a
post-effective amendment which deregisters all Shares then remaining unsold.
The Company will pay certain expenses incidental to the offering and sale
of the Shares to the public estimated to be approximately $8,000. The Company
will not pay for, among other expenses, selling expenses, underwriting discounts
or fees and expenses of counsel for the Selling Shareholders.
DESCRIPTION OF NON-VOTING COMMON STOCK
- --------------------------------------------------------------------------------
The Company is authorized to issue 47,680,000 shares of Non-Voting Common
Stock, $.015625 par value. The Company's Articles of Incorporation provide that
the holders of Non-Voting Common Stock have no voting rights under any
circumstances whatsoever. Shares of Non-Voting Common Stock are registered
pursuant to Section 12 of the Exchange Act and are traded on the NYSE. It is
sales of Shares of the Company's Non-Voting Common Stock to which this
Prospectus relates. These sales, by current or former directors, officers or
employees of the Company or of its subsidiaries, or by their respective
pledgees, donees, trustees, legatees, heirs or legal representatives, are of
previously unregistered Shares acquired pursuant to various stock option plans
established by the Company.
The Non-Voting Common Stock is neither redeemable nor convertible and the
holders of the Non-Voting Common Stock have no preemptive rights to purchase any
securities of the Company. Dividends may be paid to the holders of the
Non-Voting Common Stock when and if declared by the Board of Directors out of
any funds legally available therefor. All voting rights are vested in the voting
Common Stock (described below); the Non-Voting Common Stock and the voting
Common Stock are otherwise identical with respect to dividend rights, rights
upon liquidation and all other rights.
11
BankBoston, N.A., P.O. Box 8040, Boston, Massachusetts 02266-8040 is the
Registrar and Transfer Agent for the Company's Non-Voting Common Stock.
The Company is also authorized to issue 320,000 shares of voting Common
Stock, $.015625 par value. All voting rights are vested in the voting Common
Stock. Each share of voting Common Stock is entitled to participate pro rata in
distributions upon liquidation and to one vote on all matters submitted to a
vote of stockholders. Dividends may be paid to the holders of voting Common
Stock when and if declared by the Board of Directors out of any funds legally
available therefor. Holders of voting Common Stock have no preemptive or similar
rights nor do they have cumulative voting rights. The voting Common Stock is not
publicly traded. All outstanding shares of the voting Common Stock are deposited
in a Voting Trust, of which the Voting Trustees are James B. Hawkes (Chairman of
the Board, President, Chief Executive Officer and a Director of the
Company), M. Dozier Gardner (Vice-Chairman and a Director of the Company),
Benjamin A. Rowland, Jr. (a Vice President and a Director of the Company),
Thomas E. Faust, Jr. (an Officer of subsidiaries of the Company), Alan R. Dynner
(a Vice President of the Company), Wharton P. Whitaker (an Officer of
subsidiaries of the Company), and William M. Steul (a Vice President and
Treasurer of the Company). The Voting Trust expires on October 30, 2000. The
Voting Trustees have unrestricted voting rights for the election of the
Company's Directors and inasmuch as the seven Voting Trustees of said Voting
Trust have unrestricted voting rights with respect to said voting Common Stock
(except that the Voting Trust Agreement provides that any action of the Voting
Trustees to approve (1) the sale, mortgage or pledge of all or substantially all
of the Company's assets, or (2) a change in the capital structure or powers of
the Company, or (3) a merger, consolidation, reorganization or dissolution of
the Company, or (4) an amendment to or a termination of the Voting Trust, or (5)
the addition of a Voting Trustee, or the removal of a Voting Trustee by the
other Voting Trustees, or (6) the renewal of the term of the Voting Trust, shall
require the written consent of the holders of Voting Trust receipts representing
a majority of such Stock subject at the time to the Voting Trust), they may be
deemed to be beneficial owners of all of the Company's outstanding voting Common
Stock. The Voting Trust agreement provides that the Voting Trustees shall act by
majority if there be three or more Voting Trustees; otherwise they shall act
unanimously. All outstanding Voting Trust Receipts issued under said Voting
Trust are owned by the Voting Trustees. As at August 26, 1998, Messrs. Gardner
and Hawkes each owned 24% of such Voting Trust Receipts; Messrs. Rowland and
Faust owned 15% and 13%, respectively; and Messrs. Dynner, Steul and Whitaker
each owned 8%.
EXPERTS
- --------------------------------------------------------------------------------
The consolidated financial statements and the related supplemental
schedules incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, independent
public accountants, as set forth in their report included therein, which is
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.
12
RECENT DEVELOPMENTS
- --------------------------------------------------------------------------------
There have been no material changes in the Company's affairs since its
Annual Report on Form 10-K for the year ended October 31, 1997 which have not
been described in a Quarterly Report on Form 10-Q or a periodic report on Form
8-K. See "Incorporation of Certain Documents by Reference."
13
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Eaton Vance Corp., a Maryland corporation (the "Registrant" or the
"Company"), is subject to the informational and reporting requirements of the
Securities Exchange Act of 1934 (as amended, the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission. The following documents, which are filed with the
Securities and Exchange Commission, are incorporated in the Prospectus contained
in this Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933 (as amended, the
"Securities Act"), that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed;
and
(2) That portion of the Company's Form 8-B dated February 4, 1981,
filed under Section 12 of the Exchange Act, that describes the Non-Voting
Common Stock, and all amendments or reports filed for the purpose of
updating such description; and
(3) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Non-Voting Common
Stock offered hereby have been sold or which deregisters all shares of
Non-Voting Common Stock then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of the
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article NINTH, section (8) of the Company's Articles of Incorporation
provides that, to the extent permitted by the laws of Maryland, the Company
shall indemnify any person that (a) is serving as a director or officer of the
Company, (b) any person that has served as an officer or director of the
Company, and (c) any person who at the request of the Company is serving or has
14
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 he 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 Company) or by the holders of not less than a
majority of the total number of shares of voting Common Stock of the Company
then outstanding.
Article NINTH, section (8) of the Company's 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.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibits
- --------
4.1 Specimen certificate representing the Non-Voting Common Stock (see page
19).
24.2 Consent of Deloitte & Touche LLP, independent accountants (see page 21).
25.1 Power of Attorney (see page 16).
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) To file, during any period in which offers or 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;
15
(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 (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(b) 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.
(c) 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.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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 in the initial bona fide offering thereof.
3. 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 Securities and Exchange 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 of 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.
16
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 26th
day of August, 1998.
EATON VANCE CORP.
By: /s/ James B. Hawkes
--------------------
James B. Hawkes
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Eaton Vance Corp., hereby
severally constitute and appoint Alan R. Dynner, and Thomas Otis, and each of
them singly, our true and lawful attorneys with full power to any of them, and
to each of them singly, to sign for us and in our names in the capacities
indicated below the Registration Statement on Form S-8 filed herewith and any
and all amendments to said Registration Statement and generally to do all such
things in our name and behalf in our capacities as officers and directors to
enable Eaton Vance Corp. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
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 dates indicated.
17
Signature Title Date
- --------- ----- ----
President, Chief Executive
/s/ James B. Hawkes Officer and Director August 26, 1998
- ---------------------------- (Principal Executive Officer)
James B. Hawkes
/s/ M. Dozier Gardner Vice Chairman and Director August 26, 1998
- ----------------------------
M. Dozier Gardner
Director
- ----------------------------
John G. L. Cabot
Director
- ----------------------------
John M. Nelson
/s/ Vincent M. O'Reilly Director August 26, 1998
- ----------------------------
Vincent M. O'Reilly
/s/ Benjamin A. Rowland, Jr. Vice President and Director August 26, 1998
- -----------------------------
Benjamin A. Rowland, Jr.
Director
- -----------------------------
Ralph Z. Sorenson
/s/ William M. Steul Treasurer (Principal Financial August 26, 1998
- ----------------------------- and Accounting Officer)
William M. Steul
18
EXHIBIT INDEX
Sequential
Exhibit Page No.
- ------- ----------
4.1 Specimen certificate of Non-Voting Common Stock 20
24.2 Consent of Deloitte & Touche LLP, independent 22
accountants.
25.1 Power of Attorney (included in the signature page of 17
this Registration Statement).
19
EXHIBIT 4.1
NUMBER SHARES
[ EV ] [ ]
COMMON STOCK COMMON STOCK
PAR VALUE
$0.015625 PER SHARE CUSIP
SEE REVERSE FOR CERTAIN
DEFINITIONS
EATON VANCE CORP.
Incorporated under This Certificate is Transferable
The Laws of Maryland In New York, NY or Boston
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF NON-VOTING COMMON STOCK OF
Eaton Vance Corp. transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent and Registrar. The Corporation will furnish to the holder
hereof on request and without charge a full statement of the designations and
any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class which the Corporation is authorized to
issue.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS
Dated.
COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT AND REGISTRAR
BY:
Authorized Signature
TREASURER CHAIRMAN
20
The following abbreviations, when used in the inscription of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - __ Custodian ___
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, __________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
- -----------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------- Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute
and appoint Attorney
------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
----------------------
NOTICE: --------------------------------------
THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
- ------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
21
EXHIBIT 24.2
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration Statement of
Eaton Vance Corp. on Form S-8 of our reports dated November 25, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of Eaton
Vance Corp. for the year ended October 31, 1997 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Boston, Massachusetts
August 26, 1998
22