0000093751-12-000084.txt : 20120816 0000093751-12-000084.hdr.sgml : 20120816 20120816173052 ACCESSION NUMBER: 0000093751-12-000084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120816 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans FILED AS OF DATE: 20120816 DATE AS OF CHANGE: 20120816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE STREET CORP CENTRAL INDEX KEY: 0000093751 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042456637 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07511 FILM NUMBER: 121040818 BUSINESS ADDRESS: STREET 1: ONE LINCOLN STREET CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 617 786-3000 MAIL ADDRESS: STREET 1: ONE LINCOLN STREET CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET Corp DATE OF NAME CHANGE: 20090218 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET CORP DATE OF NAME CHANGE: 19970424 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET BOSTON FINANCIAL CORP DATE OF NAME CHANGE: 19780525 8-K 1 form8-knoticeoftradingblac.htm 8-K Form 8-K Notice of Trading Blackout


 
UNITED STATES
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): August 16, 2012
______________________
State Street Corporation
(Exact name of registrant as specified in its charter)
______________________
Massachusetts
 
001-07511
 
04-2456637
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
 
 
 
 
One Lincoln Street
Boston, Massachusetts
 
02111
(Address of principal executive office)
 
(Zip Code)
Registrant’s telephone number, including area code: (617) 786-3000
______________________

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:

o
Written communications pursuant to Rule 425 under the Securities Act
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 





Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On August 16, 2012, State Street Corporation received a notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 regarding the commencement of a temporary blackout period, described below, resulting from the transition of recordkeeping services for State Street's Salary Savings Plan. Due to this transition, participants in the plan will be temporarily unable to direct or diversify investments in individual accounts in, or obtain a loan, withdrawal or distribution from, the plan during the temporary blackout period that is scheduled to begin at 4:00 p.m., Eastern Time, on September 21, 2012, and is expected to end during the week of October 7, 2012.

Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, on August 16, 2012, State Street sent a blackout trading restriction notice to its directors and executive officers informing them that, during the temporary blackout period described above, all of State Street's directors and executive officers will be unable to, directly or indirectly, purchase, sell or otherwise acquire or transfer any shares of State Street's common stock (including any stock options or derivative securities) if those securities were acquired in connection with employment or service as a director or executive officer of State Street.

A copy of the blackout trading restriction notice, also referred to as a BTR Notice, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Any inquiries regarding the temporary blackout period may be directed to State Street's Global Human Resources Service Center at +1 855 447 7007, or by emailing ghrservicectr@statestreet.com.

Item 99.1. Financial Statements and Exhibits.

(d) Exhibits

Refer to the Exhibit Index attached to this Current Report on Form 8-K; this Exhibit Index is incorporated herein by reference.



2





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 thereunto duly authorized.

 
 
 
 
STATE STREET CORPORATION
 
 
 
 
 
 
 
By:
 
/s/    DAVID C. PHELAN        
 
 
Name:
 
David C. Phelan
 
 
Title:
 
Executive Vice President
and General Counsel
Date: August 16, 2012
 
 
 
 


3




EXHIBIT INDEX
Exhibit No.
Description
 
 
99.1

Notice of Trading Blackout Period for directors and executive officers dated August 16, 2012.
 
 


4
 EX-99.1 2 exhibit991tradingblackout.htm EXHIBIT Exhibit 99.1 Trading Blackout
Exhibit 99.1

MEMORANDUM

To:
Directors and Executive Officers
 
 
From:
David C. Phelan
 
 
Subject:
Notice of Trading Blackout Period
Date:
August 16, 2012

State Street is transitioning recordkeeping services for its Salary Savings Plan to Fidelity, effective October 1, 2012.

This transition will result in a temporary blackout period during which certain plan activities will be restricted, including but not limited to, the diversification of investments (including in the State Street stock fund) and obtaining a loan, withdrawal or distribution. The temporary blackout period will begin at 4:00 p.m. ET on September 21, 2012, and is expected to end during the week of October 7, 2012 (note that there is a small possibility that Fidelity may require additional time to complete the transition).

Due to the temporary blackout imposed on plan participants with respect to the plan’s State Street stock fund, Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR under the Securities Exchange Act of 1934 require State Street to impose a special trading blackout for its directors and executive officers for the duration of the temporary blackout period, regardless of whether those individuals have investments in the affected plan. This special trading blackout is referred to as a BTR Blackout. The BTR Blackout restricts all directors and executive officers from trading in State Street equity securities and derivative securities if those securities were acquired in connection with employment or service as a director or executive officer of State Street. However, because the BTR Blackout will take place during State Street’s regularly scheduled quarter-end blackout period (which commences on September 1, 2012 and is lifted no earlier than the release of State Street’s third quarter 2012 earnings), as a practical matter the BTR Blackout will not result in any additional restrictions on directors and executive officers beyond those already in effect due to the quarter-end blackout period.

During the BTR Blackout, you may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any shares of State Street common stock (including any stock options or other derivative securities). This trading restriction includes any indirect trading where you have a pecuniary interest in the transaction. Accordingly, acquisitions and dispositions by family members, partnerships, corporations, or trusts where you have a pecuniary interest are prohibited during the BTR Blackout.

Any inquiries regarding the temporary blackout period may be directed to State Street’s Global Human Resources Service Center at +1 855 447 7007, or by emailing ghrservicectr@statestreet.com. In the alternative, please contact me, Jeremy Kream or Shannon Stanley in the Legal Department with any questions.