State Street Corp - Current report filing (8-K)
June 05 2008 - 6:01AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 3, 2008
STATE
STREET CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts
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001-07511
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04-2456637
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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One Lincoln Street, Boston, Massachusetts
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02111
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(Address of principal executive offices)
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(Zip Code)
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617-786-3000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01. Other Events.
On June 3, 2008,
State Street Corporation entered into an underwriting agreement with Goldman,
Sachs & Co. and Morgan Stanley & Co. Incorporated, as
representatives of the underwriters named therein, to issue and sell 35,715,000
shares of State Streets common stock, $1.00 par value per share, in a public
offering pursuant to a registration statement on Form S-3 (File No. 333-132606)
and a related prospectus supplement filed with the Securities and Exchange
Commission. In addition, State Street granted the underwriters an option
exercisable for 30 days from the date of the prospectus supplement to
purchase, at the public offering price less underwriting discounts and commissions,
up to an additional 5,357,250 shares of State Streets common stock.
The offering was priced
at $70 per share. State Street estimates that the net proceeds from the
offering will be approximately $2.4 billion, after deducting estimated expenses
and underwriting discounts and commissions (or approximately $2.8 billion if
the underwriters exercise in full their option to purchase additional shares).
State Street intends to use the net proceeds from the offering for general
corporate purposes.
The above description of
the underwriting agreement is qualified in its entirety by reference to the underwriting
agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein
by reference.
Wilmer Cutler Pickering
Hale and Dorr LLP, counsel to State Street, has issued an opinion to State
Street, dated June 3, 2008, regarding the legality of the shares of common
stock to be issued and sold in the offering upon issuance and sale thereof. A
copy of the opinion as to legality is filed as Exhibit 5.1 to this current
report on Form 8-K.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
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Description
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1.1
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Underwriting Agreement dated June 3, 2008.
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5.1
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Opinion
of Wilmer Cutler Pickering Hale and Dorr LLP
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23.1
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Consent
of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1
above).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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STATE
STREET CORPORATION
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Date:
June 4, 2008
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By:
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/s/
David C. Phelan
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Name:
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David C. Phelan
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Title:
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Executive Vice President
and General
Counsel
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Exhibit Index
Exhibit No.
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Description
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1.1
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Underwriting Agreement dated June 3, 2008.
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5.1
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Opinion
of Wilmer Cutler Pickering Hale and Dorr LLP.
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23.1
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Consent
of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1
above).
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