- Securities Registration (section 12(b)) (8-A12B)
March 24 2011 - 11:26AM
Edgar (US Regulatory)
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
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State Street Corporation
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State Street Capital Trust III
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(Exact name of registrant as specified in its charter)
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(Exact name of registrant as specified in its charter)
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Massachusetts
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Delaware
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(State of incorporation or organization)
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(State of incorporation or organization)
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04-2456637
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13-7147836
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(I.R.S. Employer Identification No.)
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(I.R.S. Employer Identification No.)
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One Lincoln Street, Boston, Massachusetts
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c/o One Lincoln Street, Boston, Massachusetts
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(Address of principal executive offices)
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(Address of principal executive offices)
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02111
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02111
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(Zip Code)
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(Zip Code)
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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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Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities (and guarantees with respect thereto)
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New York Stock Exchange, Inc.
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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), 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), check the following box.
¨
Securities Act registration
statement file number to which this form relates: 333-132606 and 333-132606-02 (If applicable)
Securities to be registered pursuant to
Section 12(g) of the Act: Not applicable
Item 1.
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Description of Registrants Securities to be Registered.
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The descriptions of the Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities (the Normal APEX) set forth under the headings Description of the APEX,
Description of the Guarantee, Relationship among APEX, Junior Subordinated Debentures, Stock Purchase Contracts and Guarantee and Description of Preferred Stock in the final prospectus supplement dated
January 17, 2008 (the Final Prospectus Supplement), filed with the Securities and Exchange Commission on January 18, 2008, and under the headings Description Of The Trusts, Description Of The Capital
Securities, Description Of The Capital Securities Guarantees, Relationship Among The Capital Securities, The Corresponding Junior Subordinated Debentures And The Capital Securities Guarantees and Description Of
Preferred Stock in the accompanying prospectus dated March 21, 2006, in connection with the automatic shelf registration statement (the Registration Statement) on Form S-3 (No. 333-132606) of State Street Corporation
(State Street) and State Street Capital Trust III, filed on March 21, 2006, are incorporated herein by reference. The Normal APEX are fully and unconditionally guaranteed by State Street to the extent described in the Final
Prospectus Supplement.
1. Restated
Articles of Organization, as amended (filed as Exhibit 3.1 to State Streets Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 10, 2009 and incorporated herein by reference).
2. Certificate of Trust of State Street Capital Trust III, as filed with the Delaware Secretary of State on March 25, 1998 (filed as
Exhibit 4.19 to State Streets Registration Statement on Form S-3 filed with the SEC on April 1, 1998 and incorporated herein by reference).
3. Form of Amended and Restated Trust Agreement of State Street Capital Trust III (filed as Exhibit 4.2 to State Streets Report on Form 8-K filed with the SEC on January 25, 2008 and
incorporated herein by reference).
4. Form of Guarantee Agreement of State Street relating to the Capital Securities (filed
as Exhibit 4.8 to State Streets Report on Form 8-K filed with the SEC on January 25, 2008 and incorporated herein by reference).
5. Form of Normal APEX Certificate of State Street Capital Trust III (included as Exhibit C to Exhibit 3).
SIGNATURE
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.
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STATE STREET CORPORATION
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By:
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/s/ David C. Phelan
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Name: David C. Phelan
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Title: Executive Vice President and General Counsel
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STATE STREET CAPITAL TRUST III
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By:
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/s/ Lynne Jimenez
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Name: Lynne Jimenez
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Title: Administrative Trustee
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Dated: March 24, 2011
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