As filed with the Securities and Exchange
Commission on March 2, 2021
Registration No. 333-234392
Registration No. 333-229455
Registration No. 333-221217
Registration No. 333-208537
Registration No. 333-191985
Registration No. 333-185460
Registration No. 333-178512
Registration No. 333-172561
Registration No. 333-163506
Registration No. 333-155728
Registration No. 333-49744
Registration No. 333-40112
Registration No. 333-35940
Registration No. 333-85137
Registration No. 333-63077
Registration No. 333-62801
Registration No. 333-62259
Registration No. 333-42813
Registration No. 033-60617
Registration No. 033-56701
Registration No. 033-54035
Registration No. 033-52559
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-234392
Form S-8 Registration Statement No. 333-229455
Form S-8 Registration Statement No. 333-221217
Form S-8 Registration Statement No. 333-208537
Form S-8 Registration Statement No. 333-191985
Form S-8 Registration Statement No. 333-185460
Form S-8 Registration Statement No. 333-178512
Form S-8 Registration Statement No. 333-172561
Form S-8 Registration Statement No. 333-163506
Form S-8 Registration Statement No. 333-155728
Form S-8 Registration Statement No. 333-49744
Form S-8 Registration Statement No. 333-40112
Form S-8 Registration Statement No. 333-35940
Form S-8 Registration Statement No. 333-85137
Form S-8 Registration Statement No. 333-63077
Form S-8 Registration Statement No. 333-62801
Form S-8 Registration Statement No. 333-62259
Form S-8 Registration Statement No. 333-42813
Form S-8 Registration Statement No. 033-60617
Form S-8 Registration Statement No. 033-56701
Form S-8 Registration Statement No. 033-54035
Form S-8 Registration Statement No. 033-52559
UNDER
THE SECURITIES ACT OF 1933
MIRROR
MERGER SUB 2, LLC
(as successor by merger to Eaton Vance Corp.)
(Exact name
of registrant as specified in its charter)
Maryland
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04-2718215
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Two International
Place
Boston, Massachusetts
02110
(Address
of principal executive offices, including zip code)
Eaton
Vance Corp. 2013 Omnibus Incentive Plan
Eaton
Vance Corp. 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan
Eaton
Vance Corp. 2013 Employee Stock Purchase Plan
Eaton
Vance Corp. 2013 Nonqualified Employee Stock Purchase Plan
Eaton
Vance Corp. 2008 Omnibus Incentive Plan Restatement No. 5
Eaton
Vance Corp. 2008 Omnibus Incentive Plan Restatement No. 4
Eaton
Vance Corp. 2008 Omnibus Incentive Plan Restatement No. 3
Eaton
Vance Corp. 2008 Omnibus Incentive Plan Restatement No. 2
Eaton
Vance Corp. 2008 Omnibus Incentive Plan
Eaton
Vance Corp. 1984, 1989, 1992 and 1995 Stock Option Plans
Eaton
Vance Corp. 1998 Stock Option Plan
Eaton
Vance Corp. 1986 Employee Stock Purchase Plan
Eaton
Vance Corp. 1992 and 1995 Stock Option Plans
Eaton
Vance Corp. 1992 and 1995 Incentive Stock Option Plans
Eaton
Vance Corp. 1984 Incentive Stock Option Plan
(Full title
of the plans)
Sebastiano
Visentini
President,
Treasurer and Secretary
Mirror Merger
Sub 2, LLC
Two International
Place
Boston, Massachusetts
02110
(617) 482-8260
(Name, address
and 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.
Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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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. ☐
DEREGISTRATION
OF SECURITIES
These Post-Effective
Amendments (these “Post-Effective Amendments”) are being filed by Eaton Vance Corp., a Maryland corporation
(“Eaton Vance”) to deregister all shares of Eaton Vance’s non-voting common stock, par value $0.00390625
per share (the “Non-Voting Common Stock”) unsold under the following Registration Statements on Form S-8 (collectively,
the “Registration Statements”) filed by Eaton Vance with the Securities and Exchange Commission:
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Registration
Statement on Form S-8 (File No. 333-234392), filed on October 31, 2019, the Registration
Statement on Form S-8 (File No. 333-221217), filed on October 30, 2017, the Registration
Statement on Form S-8 (File No. 333-208537), filed on December 14, 2015, and the Registration
Statement on Form S-8 (File No. 333-191985), filed on October 30, 2013, registering an
aggregate of 34,500,000 shares of Non-Voting Common Stock under the Eaton Vance Corp.
2013 Omnibus Incentive Plan;
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Registration
Statement on Form S-8 (File No. 333-229455), filed on January 31, 2019, the Registration
Statement on Form S-8 (File No. 333-208537), filed on December 14, 2015, and the Registration
Statement on Form S-8 (File No. 333-191985), filed on October 30, 2013, registering an
aggregate of 900,000 shares of Non-Voting Common Stock under the Eaton Vance Corp. 2013
Incentive Compensation Nonqualified Employee Stock Purchase Plan;
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Registration
Statement on Form S-8 (File No. 333-221217), filed on October 30, 2017, and the Registration
Statement on Form S-8 (File No. 333-191985), filed on October 30, 2013, registering an
aggregate of 500,000 shares of Non-Voting Common Stock under the Eaton Vance Corp. 2013
Employee Stock Purchase Plan;
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Registration
Statement on Form S-8 (File No. 333-208537), filed on December 14, 2015, and the Registration
Statement on Form S-8 (File No. 333-191985), filed on October 30, 2013, registering an
aggregate of 130,000 shares of Non-Voting Common Stock under the Eaton Vance Corp. 2013
Nonqualified Employee Stock Purchase Plan;
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Registration
Statement on Form S-8 (File No. 333-185460), filed on December 13, 2012, registering
3,000,000 shares of Non-Voting Common Stock under the Eaton Vance Corp. 2008 Omnibus
Incentive Plan Restatement No. 5;
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Registration
Statement on Form S-8 (File No. 333-178512), filed on December 15, 2011, registering
4,300,000 shares of Non-Voting Common Stock under the Eaton Vance Corp. 2008 Omnibus
Incentive Plan Restatement No. 4;
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Registration
Statement on Form S-8 (File No. 333-172561), filed on March 2, 2011, registering 3,500,000
shares of Non-Voting Common Stock under the Eaton Vance Corp. 2008 Omnibus Incentive
Plan Restatement No. 3;
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Registration
Statement on Form S-8 (File No. 333-163506), filed on December 4, 2009, registering 2,500,000
shares of Non-Voting Common Stock under the Eaton Vance Corp. 2008 Omnibus Incentive
Plan Restatement No. 2;
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Registration
Statement on Form S-8 (File No. 333-155728), filed on November 25, 2008, registering
an aggregate of 6,500,000 shares of Non-Voting Common Stock under the Eaton Vance Corp.
2008 Omnibus Incentive Plan;
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Registration
Statement on Form S-8 (File No. 333-49744), filed on November 13, 2000, the Registration
Statement on Form S-8 (File No. 333-40112), filed on June 26, 2000, and the Registration
Statement on Form S-8 (File No. 333-85137), filed on August 13, 1999, registering an
aggregate of 6,000,000 shares of Non-Voting Common Stock under the Eaton Vance Corp.
1998 Stock Option Plan;
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Registration
Statement on Form S-8 (File No. 333-35940), filed on April 28, 2000 and the Registration
Statement on Form S-8 (File No. 333-62259), filed on August 26, 1998, registering an
aggregate of 1,869,456 shares of Non-Voting Common Stock under the Eaton Vance Corp.
1984, 1989, 1992 and 1995 Stock Option Plans;
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Registration
Statement on Form S-8 (File No. 333-63077), filed on September 9, 1998, and the Registration
Statement on Form S-8 (File No. 033-60617), filed on June 27, 1995, registering an aggregate
of 700,000 shares of Non-Voting Common Stock under the Eaton Vance Corp. 1986 Employee
Stock Purchase Plan;
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Registration
Statement on Form S-8 (File No. 333-62801), filed on September 3, 1998, registering an
aggregate of 2,671,682 shares of Non-Voting Common Stock under the Eaton Vance Corp.
1992 and 1995 Stock Option Plans;
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Registration
Statement on Form S-8 (File No. 333-42813), filed on December 19, 1997, registering an
aggregate of 20,084 shares of Non-Voting Common Stock under the Eaton Vance Corp. 1992
and 1995 Incentive Stock Option Plans; and
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Registration
Statement on Form S-8 (File No. 033-56701), filed on December 1, 1994, the Registration
Statement on Form S-8 (File No. 033-54035), filed on June 8, 1994, and the Registration
Statement on Form S-8 (File No. 033-52559), filed on March 8, 1994, registering an aggregate
of 547,264 shares of Non-Voting Common Stock under the Eaton Vance Corp. 1984 Incentive
Stock Option Plan.
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On March
1, 2021, pursuant to the Agreement and Plan of Merger, dated as of October 7, 2020, by and among Morgan Stanley, a Delaware corporation
(“Morgan Stanley”), Mirror Merger Sub 1, Inc., a Maryland corporation and a wholly owned subsidiary of Morgan
Stanley (“Merger Sub 1”), Mirror Merger Sub 2, LLC, a Maryland limited liability company and a wholly owned
subsidiary of Morgan Stanley (“Merger Sub 2”), and Eaton Vance, (i) Merger Sub 1 merged with and into Eaton
Vance (the “First Merger”), with Eaton Vance surviving as a wholly owned subsidiary of Morgan Stanley, and
(ii) immediately following the completion of the First Merger, Eaton Vance merged with and into Merger Sub 2 (the “Second
Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second
Merger and continuing as a wholly owned direct subsidiary of Morgan Stanley.
As a result
of the Mergers, Merger Sub 2, as successor by merger to Eaton Vance (the “Registrant”), has terminated any
and all offerings of Eaton Vance’s securities pursuant to the Registration Statements. Accordingly, the Registrant hereby
terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by Eaton Vance in Item
9 of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had
been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration
any and all securities registered but which remain unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to
the Registration Statements to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of New
York, State of New York, on March 2, 2021. No other person is required to sign these Post-Effective Amendments to the
Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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MIRROR
MERGER SUB 2, LLC
(as successor by merger
to Eaton Vance Corp.)
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By:
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/s/ Sebastiano Visentini
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Sebastiano Visentini
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President, Treasurer and Secretary
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Eaton Vance (NYSE:EV)
過去 株価チャート
から 5 2024 まで 6 2024
Eaton Vance (NYSE:EV)
過去 株価チャート
から 6 2023 まで 6 2024