Registration No. 333-122000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
1998 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)
DEREGISTRATION
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 (File No. 333-122000) (the "2005 Plan Registration Statement") is filed for
the purpose of acknowledging and advising that (i) the Registrant has replaced
the Registrant's 1998 Stock Option Plan (the "1998 Plan") with the Registrant's
2007 Stock Option Plan (the "2007 Plan") and (ii) the Registrant has filed a new
Registration Statement on Form S-8 on February 11, 2008 for the 2007 Plan (the
"2007 Plan Registration Statement"). The 2007 Plan Registration Statement
registers an aggregate of 4,692,460 shares of the Registrant's common stock, par
value $0.00390625 per share ("Common Stock"). Of the aggregate shares of Common
Stock being registered under the 2007 Plan Registration Statement, 4,692,459
shares of Common Stock are hereby carried forward, in accordance with
Instruction E of Form S-8, from those shares previously registered under the
2005 Plan Registration Statement, but not issued or otherwise allocated to
outstanding awards under the 1998 Plan (the "Unallocated Shares"). As a result
of this transfer, the Unallocated Shares will not be available for offer and
sale under the 1998 Plan after the effective date of this Post-Effective
Amendment No. 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
To the extent that this Post-Effective Amendment No. 1 does not specifically
amend or modify any terms or provisions of the 2005 Plan Registration Statement
as previously filed, this Post-Effective Amendment shall have no effect on those
terms and provisions and they shall continue in full force and effect.
Item 8. Exhibits.
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit No. Description
24.1 Power of Attorney.
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 Post-Effective
Amendment No. 1 to the 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: *
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Thomas E. Faust Jr.
Chairman, Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the date(s) indicated:
Signature Capacity Date
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* 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
* 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
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Name: Frederick S. Marius
Title: Attorney-in-Fact
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
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/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
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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
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Dorothy E. Puhy
Director
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Winthrop H. Smith, Jr.