- Securities Registration: Employee Benefit Plan (S-8)
August 31 2012 - 11:00AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 31, 2012
Registration No. 333
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 or Other Jurisdiction 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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2006 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
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JEFFREY N. CARP
Executive Vice President and Chief Legal Officer
State Street
Corporation
One Lincoln Street
Boston, Massachusetts 02111
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DAVID C. PHELAN
Executive Vice President and General Counsel
State Street
Corporation
One Lincoln Street
Boston, Massachusetts 02111
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(Name and Address of Agent for Service)
(617) 786-3000
(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, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $1.00 par value per share
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15,500,000 shares(2)
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$41.25 (3)
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$639,375,000 (3)
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$73,273
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, 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 or similar transactions.
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(2)
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Consists of 15,500,000 shares issuable under the 2006 Equity Incentive Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the
average of the high and low prices of the Registrants Common Stock as reported on the New York Stock Exchange on August 29, 2012.
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Statement of Incorporation by Reference
This registration statement relates to the registrants 2006 Equity Incentive Plan, which has been the subject of two prior
registration statements, File No. 333-135696 (the 2006 Registration Statement) and File No. 333-160171 (the 2009 Registration Statement) and is being filed pursuant to General Instruction E to Form S-8 to register
15,500,000 additional shares of the registrants common stock, par value $1.00 per share, issuable pursuant to such plan. This registration statement on Form S-8 incorporates by reference the contents of the 2009 Registration Statement
(including the portions of the 2006 Registration Statement that are incorporated by reference into the 2009 Registration Statement).
The Exhibit
Index immediately preceding the exhibits is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Boston, the Commonwealth of Massachusetts, on August 31, 2012.
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STATE STREET CORPORATION
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By:
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/s/ Edward J. Resch
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Name:
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Edward J. Resch
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Title:
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Executive Vice President and Chief
Financial Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of State Street Corporation, hereby severally constitute and appoint Joseph L. Hooley, Edward
J. Resch, Jeffrey N. Carp, David Gutschenritter, James J. Malerba and David C. Phelan, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities
indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and
directors to enable State Street Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to
the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Joseph L. Hooley
Joseph L. Hooley
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Director, Chairman and Chief
Executive Officer (Principal
Executive
Officer)
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August 31, 2012
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/s/ Edward J. Resch
Edward J. Resch
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Executive Vice President and
Chief Financial Officer
(Principal Financial
Officer)
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August 31, 2012
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/s/ James J. Malerba
James J. Malerba
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Executive Vice President,
Corporate Controller and
Chief Accounting
Officer
(Principal Accounting Officer)
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August 31, 2012
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/s/ Kennett F. Burnes
Kennett F. Burnes
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Director
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August 31, 2012
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/s/ Peter Coym
Peter Coym
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Director
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August 31, 2012
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/s/ Patrick de Saint-Aignan
Patrick de Saint-Aignan
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Director
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August 31, 2012
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/s/ Amelia C. Fawcett
Amelia C. Fawcett
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Director
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August 31, 2012
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/s/ David P. Gruber
David P. Gruber
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Director
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August 31, 2012
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/s/ Linda A. Hill
Linda A. Hill
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Director
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August 31, 2012
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/s/ Robert S. Kaplan
Robert S. Kaplan
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Director
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August 31, 2012
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/s/ Richard P. Sergel
Richard P. Sergel
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Director
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August 31, 2012
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/s/ Ronald L. Skates
Ronald L. Skates
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Director
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August 31, 2012
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/s/ Gregory L. Summe
Gregory L. Summe
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Director
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August 31, 2012
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/s/ Robert E. Weissman
Robert E. Weissman
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Director
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August 31, 2012
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INDEX TO EXHIBITS
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Number
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Description
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4.1
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Restated Articles of Organization, as amended
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4.2
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By-Laws, as amended (filed as Exhibit 3.3 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)
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5
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
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15
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Acknowledgement Letter from Ernst and Young LLP for the quarters ended March 31, 2012 and June 30, 2012
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23.1
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5)
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23.2
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Consent of Ernst & Young LLP
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24
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Power of attorney (included on the signature pages of this registration statement)
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99.1
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2006 Equity Incentive Plan, as Amended and Restated (2012)
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