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o
As filed with
the Securities and Exchange Commission on December [ ],
2008
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Registration No.
___________
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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
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95-4191764
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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100 Pearl
Street, 9
th
Floor
Hartford,
CT 06103
(Address,
including Zip Code, of Principal Executive Offices)
Virtus
Investment Partners, Inc. Omnibus Incentive and Equity Plan
Virtus
Investment Partners, Inc. Excess Investment Plan
(Full
Title of the Plan)
Kevin J.
Carr, Esq.
Virtus
Investment Partners, Inc.
100 Pearl
Street, 9
th
Floor
Hartford,
CT 06103
(800)
248-7971
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent
For Service)
With a
copy to:
Warren J.
Casey, Esq.
Day
Pitney LLP
P.O. Box
1945
Morristown,
New Jersey 07962-1945
(973)
966-6300
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
o
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Accelerated
filer
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Non-accelerated filer
x
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Smaller
reporting company
o
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(Do not check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class
of
Securities To
Be
Registered
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Amount
to
be
Registered
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee
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Common
Stock, $0.01
par
value per share
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1,800,000(1)
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$25.50(2)
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$45,900,000
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$1,803.87
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Deferred
Compensation
Obligations(3)
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$4,000,000
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100%
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$4,000,000
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$157.20(4)
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(1)
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In
addition, 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
Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan (the
“Plan”).
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(2)
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Estimated
pursuant to Rule 457(c) and 457(h) of the Securities Act solely for
purposes of calculating the amount of the registration
fee.
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(3)
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The
Deferred Compensation Obligations are unsecured obligations of Virtus
Investment Partners, Inc. to pay deferred compensation in the future to
eligible participants in accordance with the terms of the Virtus
Investment Partners, Inc. Excess Investment Plan (the “Excess Incentive
Plan”).
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(4)
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Based
upon estimated obligations in the amount of
$4,000,000
, used solely
for the purpose of calculating the registration fee pursuant to Rule 457
of the Securities Act of 1933, as
amended.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1.
Plan
Information
ITEM
2.
Registrant Information
and Employee Plan Annual Information
Information
required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3.
Incorporation of
Documents by Reference
The following documents filed by Virtus
Investment Partners, Inc. (the “Company”) with the Securities and Exchange
Commission (the “Commission”) are incorporated herein by reference:
(i) The
Company’s registration statement on Form 10 (File No. 001-10994) filed with the
Commission on June 30, 2008, as amended, including the description of the
Company’s common stock contained therein, and any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, after the date of this registration statement (the
“Registration Statement”) and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained herein or 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
4.
Description of
Securities
The deferred compensation obligations
under the Excess Investment Plan are unsecured general obligations of the
Company to pay the deferred compensation of participants in the plan. The
deferred compensation obligations under the plan will rank equally with the
Company’s other unsecured and unsubordinated indebtedness from time to time
outstanding.
The amount of compensation which may be
deferred by each participant is determined in accordance with the terms of the
Excess Investment Plan and is based on elections by the
participants. Participants designate the funds (in any combination of
the funds offered as investment options under the plan) in which their
hypothetical account balances will be deemed to be invested for purposes of
determining the amount of earnings and losses to be credited to their
accounts.
The rate of return earned on a
participant’s hypothetical account balance is based on the actual performance of
the funds in which he or she is deemed invested. The participant may change his
or her choice of funds at any time. All amounts credited under the
Excess Investment Plan, with the exception of any matching contributions which
may be made by the Company, are immediately vested.
Under the
Excess Investment Plan, each participant’s account will be payable only in cash
upon a scheduled distribution date or the participant’s retirement, long-term
disability, death or other employment termination in accordance with the terms
of the plan and subject to Section 409A of the Internal Revenue
Code. A participant may also receive a distribution earlier than
initially elected in the event of an unforeseeable emergency.
The Company may amend or terminate the
plan at any time in accordance with the terms of the plan.
ITEM
5.
Interests of Named
Experts and Counsel
Not applicable.
ITEM
6.
Indemnification of
Directors and Officers
The Company is a Delaware
corporation. Pursuant to Section 102 of the General Corporation Law
of the State of Delaware, the Company has provided in its Certificate of
Incorporation that no director shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that the director breached his or her duty of loyalty to
the corporation or its stockholders, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of law, authorized the unlawful
payment of a dividend or approved an unlawful stock repurchase or redemption, or
derived an improper personal benefit.
Section 145 of the General Corporation
Law of the State of Delaware provides, generally, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any suit or proceeding because such person is or was a director,
officer, employee or agent of the corporation or was serving, at the request of
the corporation, as a director, officer, employee or agent of another
corporation against all cost actually and reasonably incurred by him in
connection with such suit or proceeding if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation. Similar indemnity is permitted to be
provided to such persons in connection with an action or suit by or in the right
of a corporation, provided such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that such person shall not have been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation.
Section
6.04 of Article VI of the By-laws of the Company provides in effect that the
Company shall indemnify its directors, officers and employees to the extent
permitted by the General Corporation Law of the State of Delaware.
The Company maintains directors’ and
officers’ liability insurance which, subject to policy limits, indemnifies
directors and officers for losses as a result of claims based upon certain acts
or omissions as directors and officers of the Company.
ITEM
7.
Exemption from
Registration Claimed
Not applicable.
ITEM
8.
Exhibits
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4.1
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Virtus
Investment Partners, Inc. Omnibus Incentive and Equity Plan (incorporated
herein by reference to Exhibit 10.5 to the Company Form 10, filed June 30,
2008 as amended)
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4.2
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Virtus
Investment Partners, Inc. Excess Investment Plan (incorporated herein by
reference to Exhibit 10.6 to the Company Form 10, filed June 30, 2008 as
amended)
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5.1
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Opinion
of Day Pitney LLP
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of Day Pitney LLP (included in Exhibit 5.1 hereto)
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24.1
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Power
of Attorney
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ITEM
9.
Undertakings
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(a)
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The
undersigned Registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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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;
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(iii)
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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;
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Provided, however
,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
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(2)
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That,
for the purposes of determining any liability under the Securities Act of
1933, 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.
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(3)
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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.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act of
1933 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 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 or
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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirement of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all 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 December 19, 2008.
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VIRTUS
INVESTMENT PARTNERS, INC.
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By:
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/s/
George
R. Aylward, Jr.
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George
R. Aylward, Jr.
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President,
Chief Executive Officer and Director
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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.
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/s/
George
R. Aylward, Jr.
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President,
Chief Executive Officer and Director
(Principal
Executive Officer)
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George
R. Aylward, Jr.
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/s/
Michael
A. Angerthal
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Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting
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Michael
A. Angerthal
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Officer)
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INDEX TO
EXHIBITS
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4.1
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Virtus
Investment Partners, Inc. Omnibus Incentive and Equity Plan (incorporated
herein by reference to Exhibit 10.5 to the Company Form 10, filed June 30,
2008 as amended)
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4.2
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Virtus
Investment Partners, Inc. Excess Investment Plan (incorporated herein by
reference to Exhibit 10.6 to the Company Form 10, filed June 30, 2008 as
amended)
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5.1
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Opinion
of Day Pitney LLP
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23.1
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Consent
of PricewaterhouseCoopers LLP
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23.2
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Consent
of Day Pitney LLP (included in Exhibit 5.1 hereto)
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24.1
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Power
of Attorney
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6
