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): November 4, 2008 MFS Intermediate Income Trust -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Massachusetts 811-5440 04-3000636 -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 500 Boylston Street, Boston, Massachusetts 02116 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (617) 954-5000 -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On November 4, 2008, MFS Intermediate Income Trust (the "Trust") issued a press release announcing that on November 4, 2008, the New York Stock Exchange deemed the Fund non-compliant with the Exchange's corporate governance listing standards as a result of a failure to hold its 2008 annual meeting of shareholders to elect Trustees. The Fund strongly disagrees with the Exchange's determination that the Fund failed to hold its Annual Meeting. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits (d) Exhibits The following exhibit relating to Item 8.01 shall be deemed to be furnished, and not filed: 99.1 Press release issued by the Registrant on November 4, 2008 SIGNATURE 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 hereunto duly authorized. MFS INTERMEDIATE INCOME TRUST Date: November 4, 2008 By: SUSAN S. NEWTON --------------- Susan S. Newton Assistant Secretary EXHIBIT INDEX Exhibit No. Description 99.1 Press release issued by the Registrant on November 4, 2008