As filed with the Securities and Exchange
Commission on March 2, 2021
Registration No. 033-60649
Registration No. 333-73080
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 to
Form S-3 Registration Statement No.
033-60649
Form S-3 Registration Statement No. 333-73080
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)
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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
(617) 482-8260
(Address, including zip code, and telephone
number, including area code, of principal executive offices)
Sebastiano Visentini
President, Treasurer and Secretary
Mirror Merger Sub 2, LLC
Two International Place
Boston, Massachusetts 02110
(617) 482-8260
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: Not applicable.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
This Post-Effective Amendment relates to
the following Registration Statements on Form S-3 (collectively, the “Registration Statements”), filed
by Eaton Vance Corp., a Maryland corporation (“Eaton Vance”) with the U.S. Securities and Exchange Commission:
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Registration Statement on Form S-3 (File No. 033-60649), filed on June 28, 1995, registering 15,094
shares of Eaton Vance’s non-voting common stock, par value $0.00390625 per share (“Non-Voting Common Stock”);
and
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Registration Statement on Form S-3 (File No. 333-73080), filed on November 9, 2001 and as amended
on February 5, 2002, registering 4,510,830 shares of Non-Voting Common Stock.
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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 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 Part II of the Registration Statements to remove from registration,
by means of a post-effective amendment, any and all securities registered under the Registration Statements that remain unsold
as of the date hereof and terminates the effectiveness of the Registration Statements.
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-3 and has duly caused this Post-Effective Amendment to Registration Statements to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 2, 2021.
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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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No other person is required
to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 under the Securities Act of 1933,
as amended.
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