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
Northern Trust Corporation
(Exact name of registrant as specified in its charter)
Delaware | 36-2723087 | |
(State of incorporation or organization) | (IRS Employer Identification No.) | |
50 South LaSalle Street, Chicago, Illinois | 60603 | |
(Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Series C Non-Cumulative Perpetual Preferred Stock | The NASDAQ Stock Market LLC |
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is to become effective pursuant to General Instruction A.(c), please check the following box. x
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective pursuant to General Instruction A.(d), please check the following box. ¨
Securities Act registration statement file number to which this form relates:
File No. 333-197686
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. | Description of Registrants Securities to be Registered. |
The description of the depositary shares (the Depositary Shares) being registered hereby, including the Series C Non-Cumulative Perpetual Preferred Stock, which is represented by the Depositary Shares, is set forth under (a) Description of the Preferred Stock and Description of the Depositary Shares in the prospectus (the Prospectus) included in the Registration Statement on Form S-3 (No. 333-197686) of Northern Trust Corporation (the Corporation), as filed with the Securities and Exchange Commission (the Commission) on July 29, 2014, and (b) Description of Series C Preferred Stock and Description of Depositary Shares in the prospectus supplement (the Prospectus Supplement) dated July 29, 2014, as filed with the Commission on July 30, 2014, pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.
Item 2. | Exhibits. |
Exhibit 4.1 | Restated Certificate of Incorporation of Northern Trust Corporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Corporations Current Report on Form 8-K filed on April 18, 2006) | |
Exhibit 4.2 | By-laws, as amended (incorporated herein by reference to Exhibit 3.1 to the Corporations Current Report on Form 8-K filed on April 18, 2012) | |
Exhibit 4.3 | Certificate of Designation of Series C Non-Cumulative Perpetual Preferred Stock of Northern Trust Corporation, dated August 4, 2014 (incorporated herein by reference to Exhibit 4.1 to the Corporations Current Report on Form 8-K filed on August 4, 2014) | |
Exhibit 4.4 | Form of Certificate representing Series C Non-Cumulative Perpetual Preferred Stock of Northern Trust Corporation (incorporated herein by reference to Exhibit 4.2 to the Corporations Current Report on Form 8-K filed on August 4, 2014) | |
Exhibit 4.5 | Deposit Agreement, dated August 5, 2014, between Northern Trust Corporation, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.1 to the Corporations Current Report on Form 8-K filed on August 5, 2014) | |
Exhibit 4.6 | Form of Depositary Receipt (incorporated herein by reference to Exhibit 4.2 to the Corporations Current Report on Form 8-K filed on August 5, 2014) |
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.
Dated: August 29, 2014 | NORTHERN TRUST CORPORATION | |
/s/ Stephanie S. Greisch | ||
Name: Stephanie S. Greisch | ||
Title: Corporate Secretary |
EXHIBIT INDEX
Number |
Description | |
Exhibit 4.1 | Restated Certificate of Incorporation of Northern Trust Corporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Corporations Current Report on Form 8-K filed on April 18, 2006) | |
Exhibit 4.2 | By-laws, as amended (incorporated herein by reference to Exhibit 3.1 to the Corporations Current Report on Form 8-K filed on April 18, 2012) | |
Exhibit 4.3 | Certificate of Designation of Series C Non-Cumulative Perpetual Preferred Stock of Northern Trust Corporation, dated August 4, 2014 (incorporated herein by reference to Exhibit 4.1 to the Corporations Current Report on Form 8-K filed on August 4, 2014) | |
Exhibit 4.4 | Form of Certificate representing Series C Non-Cumulative Perpetual Preferred Stock of Northern Trust Corporation (incorporated herein by reference to Exhibit 4.2 to the Corporations Current Report on Form 8-K filed on August 4, 2014) | |
Exhibit 4.5 | Deposit Agreement, dated August 5, 2014, between Northern Trust Corporation, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.1 to the Corporations Current Report on Form 8-K filed on August 5, 2014) | |
Exhibit 4.6 | Form of Depositary Receipt (incorporated herein by reference to Exhibit 4.2 to the Corporations Current Report on Form 8-K filed on August 5, 2014) |