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):  June 3, 2008

 

STATE STREET CORPORATION

(Exact name of registrant as specified in its charter)

 

 

617-786-3000

(Registrant’s telephone number, including area code)

 

Not Applicable

(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01. Other Events.

 

On June 3, 2008, State Street Corporation entered into an underwriting agreement with Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named therein, to issue and sell 35,715,000 shares of State Street’s common stock, $1.00 par value per share, in a public offering pursuant to a registration statement on Form S-3 (File No. 333-132606) and a related prospectus supplement filed with the Securities and Exchange Commission. In addition, State Street granted the underwriters an option exercisable for 30 days from the date of the prospectus supplement to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 5,357,250 shares of State Street’s common stock.

 

The offering was priced at $70 per share. State Street estimates that the net proceeds from the offering will be approximately $2.4 billion, after deducting estimated expenses and underwriting discounts and commissions (or approximately $2.8 billion if the underwriters exercise in full their option to purchase additional shares). State Street intends to use the net proceeds from the offering for general corporate purposes.

 

The above description of the underwriting agreement is qualified in its entirety by reference to the underwriting agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

 

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to State Street, has issued an opinion to State Street, dated June 3, 2008, regarding the legality of the shares of common stock to be issued and sold in the offering upon issuance and sale thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 to this current report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
1.1		Underwriting Agreement dated June 3, 2008.
5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above).

 

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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 hereunto duly authorized.

 

	STATE STREET CORPORATION
Date:  June 4, 2008	By:	/s/ David C. Phelan
	Name:		David C. Phelan
	Title:		Executive Vice President and General Counsel

 

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Exhibit Index

 

Exhibit No.		Description
1.1		Underwriting Agreement dated June 3, 2008.
5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above).

 

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