Securities Registration (section 12(b)) (8-a12b)
September 09 2014 - 4:23PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 9, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of
incorporation or organization)
56-0906609
(IRS Employer
Identification No.)
BANK OF AMERICA CORPORATION
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina
(Address of principal executive offices)
28255
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
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Depositary Shares, each representing a
1/1,000th interest in a share of 6.625% Non-
Cumulative Preferred Stock, Series W |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. ¨
Securities Act registration
statement file number to which this form relates: 333-180488
Securities to be registered pursuant to Section 12(g) of the
Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered
The securities to be registered hereby are the depositary shares (the Depositary Shares), each representing a 1/1,000th interest in a share of 6.625% Non-Cumulative Preferred Stock, Series W (the Preferred Stock), of Bank of America Corporation (the Registrant). The descriptions of the
Preferred Stock and the Depositary Shares are contained in (i) the Registrants Prospectus, dated March 30, 2012 (the Prospectus), included in the Registrants registration statement on Form S-3 (File
No. 333-180488) under the captions Description of Preferred Stock and Description of Depositary Shares and (ii) the Registrants Prospectus Supplement, dated September 2, 2014, under the captions
Description of the Preferred Stock and Description of the Depositary Shares, and those sections are incorporated herein by reference.
Item 2. Exhibits
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Designations of the Preferred Stock, dated September 9, 2014, incorporated herein by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K, dated September 9, 2014 |
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4.1 |
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Deposit Agreement, dated September 8, 2014, among the Registrant, Computershare Inc., Computershare Trust Company, N.A. and the Holders from time to time of the Depositary Receipts, incorporated herein by reference to
Exhibit 4.1 of the Registrants Current Report on Form 8-K, dated September 9, 2014 |
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4.2 |
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Form of Depositary Receipt for the Depositary Shares, incorporated herein by reference to Exhibit 4.2 of the Registrants Current Report on Form 8-K, dated September 9, 2014 |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: September 9, 2014
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BANK OF AMERICA CORPORATION |
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By: |
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/s/ ROSS E. JEFFRIES, JR. |
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Ross E. Jeffries, Jr. Deputy General Counsel
and Corporate Secretary |
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