Securities Registration: Employee Benefit Plan (s-8)
28 Agosto 2019 - 3:30PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 28, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
Virtus Investment Partners, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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26-3962811
(I.R.S. Employer
Identification Number)
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_________________________
One Financial Plaza
Hartford, CT 06103
(Address of principal executive offices including zip code)
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Amended and Restated Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan
(Full title of the plan)
_________________________
George R. Aylward
President and Chief Executive Officer
Virtus Investment Partners, Inc.
One Financial Plaza
Hartford, CT 06103
(800) 248-7971
(Name and address, including zip code, 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.
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Large accelerated filer
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☒
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Accelerated filer ☐
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Non-accelerated filer
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☐
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered(1)
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Amount to be
registered(1)
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Proposed maximum offering
price per share(2)
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Proposed maximum
aggregate offering price(2)
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Amount of
registration fee(2)
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Common Stock, par value $0.01 per share
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420,000 shares
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$103.98
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$43,671,600
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$5,293
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(1)
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Covers 420,000 shares of common stock of Virtus Investment Partners, Inc. (the “Company”), $0.01 par value per share (“Common Stock”), approved for issuance under the Amended and Restated Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (the “Plan”), and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of shares of Common Stock that may be issuable as a result of a stock split, stock dividend or similar transactions under the Plan.
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(2)
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Estimated pursuant to Rules 457(c) and 457(h) of the Securities Act solely for purposes of calculating the amount of the registration fee on the basis of the average of the high and low prices per share of the Company’s Common Stock reported on the NASDAQ on August 26, 2019.
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EXPLANATORY NOTE
On May 15, 2019, at the annual meeting of shareholders of Virtus Investment Partners, Inc. (the “Company”), the Company’s shareholders approved an amendment (the “Amendment”) to the Amended and Restated Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (the “Plan”) which amended the Plan to increase the number of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), that may be issued under the Plan by 420,000 Shares from the 2.4 million Shares previously authorized for issuance under the Plan. As a result, the total number of Shares authorized for issuance under the Plan is 2.82 million Shares. This Registration Statement on Form S-8 relates to the additional 420,000 Shares authorized for issuance under the Plan pursuant to the Amendment.
Pursuant to General Instruction E to Form S-8, the contents of the Company’s Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) relating to the Plan (Registration Nos. 333-156516 and 333-212050), including the information contained therein, is hereby incorporated by reference into this Registration Statement on Form S-8 (the “Registration Statement”), except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by this Registration Statement as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company are hereby incorporated by reference in this Registration Statement:
(a)the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed on February 27, 2019;
(b)the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 filed on May 6, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 filed on August 6, 2019;
(c)the Company’s Current Report on Form 8-K filed on May 16, 2019; and
(d)the description of the Common Stock, which is contained in the information statement filed as Exhibit 99.1 to Amendment No. 4 to the Company’s Registration Statement on Form 10, filed with the Commission on December 19, 2008, including any amendment or report filed for the purpose of updating such description.
All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein 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 Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Kevin J. Carr, Esq. Vice President and Senior Counsel of the Company, has given his opinion about certain legal matters affecting the Plan in this Registration Statement. Mr. Carr is a participant in the Plan and owns, or has the right to acquire, a number of Shares which represents less than 1% of the total outstanding Shares of the Company.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
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Exhibit
Number
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Description of Document
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Second Amended and Restated Certificate of Incorporation of Virtus Investment Partners, Inc., dated December 18, 2008 (incorporated by reference to Exhibit 3.1 of the Registrant’s Amendment No. 4 to Form 10, filed December 19, 2008).
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Amended and Restated Bylaws of the Registrant, as amended on February 14, 2018 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed February 16, 2018).
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Amended and Restated Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan as amended (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed May 16, 2019).
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Opinion of Kevin J. Carr, Esq.
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Consent of Kevin J. Carr, Esq. (included in Exhibit 5.1)
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Consent of Deloitte & Touche LLP.
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Consent of PricewaterhouseCoopers LLP.
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Power of Attorney (included in the signature page to this Registration Statement).
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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 Hartford, State of Connecticut, on August 28, 2019.
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VIRTUS INVESTMENT PARTNERS, INC.
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By:
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/s/ George R. Aylward
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Name: George R. Aylward
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Title: President, Chief Executive Officer and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George R. Aylward and Michael A. Angerthal, or any one of them, his true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 14, 2019.
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Signature
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Title
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/s/ George R. Aylward
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President, Chief Executive Officer and Director
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George R. Aylward
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(Principal Executive Officer)
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/s/ Michael A. Angerthal
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Chief Financial Officer
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Michael A. Angerthal
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Mark C. Treanor
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Director and Non-Executive Chairman
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Mark C. Treanor
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/s/ James R. Baio
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Director
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James R. Baio
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/s/ Susan S. Fleming
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Director
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Susan S. Fleming
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/s/ Timothy A. Holt
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Director
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Timothy A. Holt
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/s/ Melody L. Jones
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Director
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Melody L. Jones
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/s/ Sheila Hooda
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Director
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Sheila Hooda
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Director
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Stephen T. Zarrilli
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Virtus Investment Partners (NASDAQ:VRTSP)
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