Form 8-A12B

 

 

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 (G) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

THE BANK OF NEW YORK MELLON CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   13-2614959
(State of incorporation or organization)   (IRS Employer Identification No.)
One Wall Street  
New York, New York   10286
(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 1/4,000th interest in a share of Series C Noncumulative Perpetual Preferred Stock   New York Stock Exchange, Inc.

 

 

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: 333-167832

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered.

The description of the general terms and provisions of the Series C Noncumulative Perpetual Preferred Stock, liquidation preference $100,000 per share, par value $0.01 per share (the “Series C Preferred Stock”), of The Bank of New York Mellon Corporation (the “Registrant”) as well as the description of the Registrant’s depositary shares (the “Depositary Shares”), each representing a 1/4,000th interest in a share of the Series C Preferred Stock to be registered hereunder is incorporated herein by reference to the descriptions included under the captions “Description of the Series C Preferred Stock” and “Description of Depositary Shares”, respectively, in the Prospectus Supplement, dated as of September 12, 2012, as filed with the Securities and Exchange Commission (the “Commission”) on September 14, 2012 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the prospectus, dated as of June 28, 2010, included in the Registration Statement on Form S-3 (No. 333-167832) of the Registrant, as filed with the Commission on June 28, 2010. Such sections are incorporated herein by reference.

If any additional securities registered hereby are issued, a prospectus supplement relating to such securities will be filed with the Commission and will be incorporated herein by reference.

 

Item 2. Exhibits.

 

3.1    Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-52710), as filed with the Commission on July 2, 2007).
3.2    Certificate of Designations of the Registrant with respect to the Series C Preferred Stock, dated September 13, 2012.
3.3    Amended and Restated By-Laws of the Registrant, as amended and restated on July 10, 2007 and subsequently amended on April 14, 2009, August 11, 2009, February 9, 2010, July 2, 2010 and October 12, 2010 (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K (File No. 000-52710) for the year ended December 31, 2010, as filed with the Commission on February 28, 2011).
4.1    Form of Deposit Agreement, by and among the Registrant, Computershare Shareowner Services LLC, as depositary, and the holders from time to time of the depositary receipts described therein.
4.2    Form of certificate representing the Series C Preferred Stock (included as Exhibit A to Exhibit 4.1).
4.3    Form of depositary receipt representing the Depositary Shares (included as Exhibit B to Exhibit 4.1).

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.

 

Date: September 14, 2012   The Bank of New York Mellon Corporation
  By:  

/s/ CRAIG T. BEAZER

    Name: Craig T. Beazer
    Title: Assistant Secretary

EXHIBIT INDEX

 

Number

   

Description

   

Method of Filing

3.1    Restated Certificate of Incorporation of the Registrant    Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-52710), as filed with the Commission on February on July 2, 2007
3.2    Certificate of Designations of the Registrant with respect to the Series C Preferred Stock, dated September 13, 2012    Filed herewith
3.3    Amended and Restated By-Laws of the Registrant, as amended and restated on July 10, 2007 and subsequently amended on April 14, 2009, August 11, 2009, February 9, 2010, July 2, 2010 and October 12, 2010    Incorporated by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K (File No. 000-52710) for the year ended December 31, 2010, as filed with the Commission on February 28, 2011
4.1    Form of Deposit Agreement, by and among the Registrant, Computershare Shareowner Services LLC, as depositary, and the holders from time to time of the depositary receipts described therein    Filed herewith
4.2    Form of certificate representing the Series C Preferred Stock    Included as Exhibit A to Exhibit 4.1
4.3    Form of depositary receipt representing the Depositary Shares    Included as Exhibit B to Exhibit 4.1