As filed with the Securities and Exchange Commission on June 7, 2024
Registration No. 333-
UNITED STATES
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)
| | | | | |
Delaware (State or other jurisdiction of incorporation or organization) | 26-3962811 (I.R.S. Employer Identification Number) |
_________________________
One Financial Plaza
Hartford, CT 06103
(Address of principal executive offices including zip code)
_________________________
Amended and Restated Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan
(Full title of the plan)
_________________________
Andra C. Purkalitis
Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary
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.
| | | | | | | | | | | |
Large accelerated filer | ☒ | | Accelerated filer ☐ |
| Non-accelerated filer | ☐ | | Smaller reporting company ☐ |
| | | Emerging growth company ☐ |
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. ☐
EXPLANATORY NOTE
On May 15, 2024, 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 455,000 Shares from the 3.37 million Shares previously authorized for issuance under the Plan. As a result, the total number of Shares authorized for issuance under the Plan is 3.83 million Shares. This Registration Statement on Form S-8 relates to the additional 455,000 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, 333-212050, 333-233500, and 333-258973), 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 of 1933, as amended (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:
(b) the Company’s Definitive Proxy Statement on Schedule 14A filed on April 3, 2024 (solely those portions that were incorporated by reference into the Annual Report); (c) the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed on May 8, 2024;
(e) the description of the Common Stock, which is contained in Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on January 12, 2024, 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.
Andra C. Purkalitis, Esq. Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary of the Company, has given her opinion about certain legal matters affecting the Plan in this Registration Statement. Ms. Purkalitis 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 | | Description of Document |
| | |
| | Third Amended and Restated Certificate of Incorporation of Virtus Investment Partners, Inc., dated May 17, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed May 18, 2023). |
| | |
| | Amended and Restated Bylaws of Virtus Investment Partners, Inc., as amended on May 17, 2023 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed May 18, 2023). |
| | |
| | Amended and Restated Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan as amended (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed May 16, 2024). |
| | |
| | Opinion of Andra C. Purkalitis, Esq. |
| | |
| | Consent of Andra C. Purkalitis, Esq. (included in Exhibit 5.1) |
| | |
| | Consent of Deloitte & Touche LLP. |
| | |
| | Power of Attorney (included in the signature page to this Registration Statement). |
| | |
| | Filing fee table |
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 June 7, 2024.
| | | | | | | | | | | | | | |
| | VIRTUS INVESTMENT PARTNERS, INC. |
| | | | |
| | | | |
| | By: | /s/ Michael A. Angerthal |
| | | Name: Michael A. Angerthal |
| | | Title: Executive Vice President, Chief Financial Officer & Treasurer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George R. Aylward, Michael A. Angerthal and Andra C. Purkalitis, or any one of them, as the undersigned’s true and lawful attorney-in-fact, with full power of substitution and resubstitution, for the undersigned and in such person’s 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 the undersigned 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 June 7, 2024.
| | | | | | | | |
| Signature | | Title |
| | |
| | |
| /s/ George R. Aylward | | President, Chief Executive Officer and Director |
| George R. Aylward | | (Principal Executive Officer) |
| | |
| /s/ Michael A. Angerthal | | Executive Vice President, Chief Financial Officer & Treasurer |
| Michael A. Angerthal | | (Principal Financial Officer and Principal Accounting Officer) |
| | |
| /s/ Timothy A. Holt | | Director and Non-Executive Chairman |
| Timothy A. Holt | | |
| | |
| /s/ Peter L. Bain | | Director |
| Peter L. Bain | | |
| | |
| /s/ Susan S. Fleming | | Director |
| Susan S. Fleming | | |
| | |
| /s/ Paul G. Greig | | Director |
| Paul G. Greig | | |
| | |
| /s/ Melody L. Jones | | Director |
| Melody L. Jones | | |
| | |
| /s/ W. Howard Morris | | Director |
| W. Howard Morris | | |
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Virtus Investment Partners, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1 – Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security
Class
Title | Fee
Calculation
Rule | Amount
Registered (1) | Proposed
Maximum
Offering
Price Per
Unit | Maximum
Aggregate
Offering
Price | Fee
Rate | Amount of
Registration
Fee |
| Equity | Common Stock,
par value $0.01 per share | Rule 457(c) and
Rule 457(h) | 455,000 (2) | $218.53 (3) | $99,431,150.00 | $147.60 per
$1,000,000 | $14,676.04 |
| Total Offering Amounts | | $99,431,150.00 | | $14,676.04 |
| Total Fee Offsets | | | | $— |
| Net Fee Due | | | | $14,676.04 |
(1)In accordance with Rule 416 under the Securities Act, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations, other capital adjustments or similar transactions.
(2)Represents 455,000 shares of Common Stock authorized for issuance under the Plan.
(3)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 New York Stock Exchange on June 7, 2024.
June 7, 2024
Ladies and Gentlemen:
I am Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary to Virtus Investment Partners, Inc., a Delaware corporation (the “Company”), and am rendering this opinion to you in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of up to 455,000 shares (the “Shares”) of Common Stock, par value $0.01 per share, which may be issued by the Company pursuant to the Amended and Restated Virtus Investment Partners, Inc. Omnibus Incentive and Equity Plan, as amended (the “Plan”).
In this capacity, I have examined the Registration Statement and the Plan. I also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that (1) the Board of Directors of the Company has taken all necessary corporate action to authorize and approve the issuance of the Shares and (2) upon issuance and delivery of the Shares in accordance with the Plan, the Shares will be validly issued, fully paid and non-assessable.
I do not express any opinion herein concerning any law other than the law of the State of Delaware.
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. I also consent to the reference to me under the caption “Interests of Named Experts and Counsel” contained in the Registration Statement without implying or admitting that I am an “expert” within the meaning of the Act, or other rules or regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
| | |
| /s/ Andra C. Purkalitis |
|
| Andra C. Purkalitis |
|
| Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2024 relating to the financial statements of Virtus Investment Partners, Inc. and the effectiveness of Virtus Investment Partners, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Virtus Investment Partners, Inc. for the year ended December 31, 2023.
/s/ DELOITTE & TOUCHE LLP
Hartford, Connecticut
June 7, 2024
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