- Securities Registration (section 12(b)) (8-A12B)
August 21 2012 - 10:52AM
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
STATE STREET CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts
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04-2456637
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(State of incorporation
or organization)
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(I.R.S. 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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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 1/4,000th ownership interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C, without par value per
share
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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.
¨
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Securities Act registration statement file number to which this form relates:
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333-179875
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(If applicable)
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Securities to be registered pursuant to Section 12(g) of the Act: Not applicable
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
The descriptions under the heading Description of Series C Preferred Stock, relating to the Registrants Non-Cumulative
Perpetual Preferred Stock, Series C, without par value per share, with a liquidation preference of $100,000 per share (the Preferred Stock), and under the heading Description of Depositary Shares, relating to the
Registrants depositary shares (the Depositary Shares), each representing a 1/4,000th ownership interest in a share of Preferred Stock, in the final prospectus supplement dated August 14, 2012, filed under the Securities Act of
1933, as amended (the Securities Act), with the Securities and Exchange Commission (the Commission) on August 16, 2012, in connection with the automatic shelf registration statement (the Registration
Statement) on Form S-3 (No. 333-179875) filed under the Securities Act with the Commission on March 2, 2012, are incorporated herein by reference. Any form of prospectus subsequently filed by the Registrant with the Commission pursuant to
Rule 424(b) under the Securities Act that constitutes part of the Registration Statement shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
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4.1
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Articles of Amendment of the Registrant with respect to the Non-Cumulative Perpetual Preferred Stock, Series C, filed August 15, 2012 (incorporated by reference to
Exhibit 4.1 of the Current Report on Form 8-K of the Registrant, filed August 20, 2012).
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4.2
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Form of certificate representing the Non-Cumulative Perpetual Preferred Stock, Series C (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K of the
Registrant, filed August 20, 2012).
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4.3
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Deposit Agreement, dated August 21, 2012, among State Street Corporation, American Stock Transfer & Trust Company, LLC (as depositary), and the holders from time to
time of the depositary receipts (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Registrant, filed August 21, 2012).
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4.4
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Form of Depositary Receipt (included as Exhibit A to Exhibit 4.3).
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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:
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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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Dated: August 21, 2012
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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4.1
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Articles of Amendment of the Registrant with respect to the Non-Cumulative Perpetual Preferred Stock, Series C, filed August 15, 2012 (incorporated by reference to
Exhibit 4.1 of the Current Report on Form 8-K of the Registrant, filed August 20, 2012).
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4.2
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Form of certificate representing the Non-Cumulative Perpetual Preferred Stock, Series C (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K of the
Registrant, filed August 20, 2012).
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4.3
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Deposit Agreement, dated August 21, 2012, among State Street Corporation, American Stock Transfer & Trust Company, LLC (as depositary), and the holders from time to
time of the depositary receipts (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Registrant, filed August 21, 2012).
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4.4
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Form of Depositary Receipt (included as Exhibit A to Exhibit 4.3).
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