Securities Registration (section 12(b)) (8-a12b)
April 11 2016 - 3:38PM
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 Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, 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.
¨
Securities Act registration statement file number to which this form relates:
333-200321 (If applicable)
Securities to be registered pursuant to Section 12(g) of the Act: Not applicable
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered.
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The descriptions under the heading
Description of Series G Preferred Stock, relating to the Registrants Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, 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 April 4, 2016, filed under the Securities Act of 1933, as amended (the Securities Act), with the Securities and Exchange Commission (the Commission) on
April 6, 2016, in connection with the automatic shelf registration statement (the Registration Statement) on Form S-3 (No. 333-200321) filed under the Securities Act with the Commission on November 18, 2014, 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.
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4.1
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Articles of Amendment of the Registrant with respect to the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, filed April 8, 2016 (incorporated by reference to Exhibit 4.1 of the Current Report on
Form 8-K of the Registrant, filed April 8, 2016).
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4.2
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Form of certificate representing the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K of the Registrant, filed April 8,
2016).
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4.3
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Deposit Agreement, dated April 11, 2016, 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 April 11, 2016).
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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, General Counsel and Assistant Secretary
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Dated: April 11, 2016
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 Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, filed April 8, 2016 (incorporated by reference to Exhibit 4.1 of the Current Report on
Form 8-K of the Registrant, filed April 8, 2016).
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4.2
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Form of certificate representing the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K of the Registrant, filed April 8,
2016).
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4.3
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Deposit Agreement, dated April 11, 2016, 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 April 11, 2016).
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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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