As filed with the Securities and Exchange Commission on July 25, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 36-2723087 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
Fifty South LaSalle Street
Chicago, Illinois 60603
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED
NORTHERN TRUST CORPORATION
2002 STOCK PLAN
(Full title of the plan)
Kelly R. Welsh
Executive Vice President and General Counsel
Fifty South LaSalle Street
Chicago, Illinois 60603
(Name and address of agent for service)
(312) 630-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Common Stock, $1.66-2/3 par value per share (including associated Preferred Stock Purchase Rights) | 18,000,000 shares |
$64.00 (1) | $1,152,000,000 (1) | $35,366.40 (1)(2) |
| (1) | Computed on the basis of the average of the high and low sales prices of the Common Stock reported on The Nasdaq Stock Market on July 24, 2007 pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the “1933 Act”) solely for the purpose of calculating the amount of the registration fee. |
| (2) | Pursuant to Rule 416 of the 1933 Act, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock. |
REGISTRATION OF ADDITIONAL SECURITIES – STATEMENT PURSUANT TO
GENERAL INSTRUCTION E OF FORM S-8
The contents of the Registration Statement on Form S-8 (File No. 333-86418) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on April 17, 2002 registering Common Stock issuable under the Plan is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
The Exhibits filed herewith are set forth on the Exhibit Index filed as part of this Registration Statement.
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SIGNATURES
The Registrant. Pursuant to the requirements of the 1933 Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on July 20, 2007.
| NORTHERN TRUST CORPORATION | ||||
| (Registrant) | ||||
| By: | /s/ William A. Osborn |
|||
| William A. Osborn | ||||
| Chairman of the Board and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ William A. Osborn |
Chairman of the Board, Chief | July 20, 2007 | ||
| William A. Osborn | Executive Officer and Director | |||
| Steven L. Fradkin* |
Executive Vice President and | July 20, 2007 | ||
| Steven L. Fradkin | Chief Financial Officer | |||
| Aileen B. Blake* |
Executive Vice President and | July 20, 2007 | ||
| Aileen B. Blake | Controller (Chief Accounting Officer) | |||
| Linda Walker Bynoe* |
Director | July 20, 2007 | ||
| Linda Walker Bynoe | ||||
| Nicholas D. Chabraja* |
Director | July 20, 2007 | ||
| Nicholas D. Chabraja | ||||
| Susan Crown* |
Director | July 20, 2007 | ||
| Susan Crown | ||||
| Dipak C. Jain* |
Director | July 20, 2007 | ||
| Dipak C. Jain | ||||
| Arthur L. Kelly* |
Director | July 20, 2007 | ||
| Arthur L. Kelly | ||||
| Robert C. McCormack * |
Director | July 20, 2007 | ||
| Robert C. McCormack | ||||
| Edward J. Mooney * |
Director | July 20, 2007 | ||
| Edward J. Mooney | ||||
| John W. Rowe* |
Director | July 20, 2007 | ||
| John W. Rowe | ||||
| Harold B. Smith* |
Director | July 20, 2007 | ||
| Harold B. Smith | ||||
| William D. Smithburg* |
Director | July 20, 2007 | ||
| William D. Smithburg | ||||
| Enrique J. Sosa* |
Director | July 20, 2007 | ||
| Enrique J. Sosa | ||||
| Charles A. Tribbett III* |
Director | July 20, 2007 | ||
| Charles A. Tribbett III | ||||
| Frederick H. Waddell* |
Director | July 20, 2007 | ||
| Frederick H. Waddell | ||||
| *By: | /s/ Kelly R. Welsh |
|||
| Kelly R. Welsh | ||||
| Attorney-in-Fact | ||||
| (Pursuant to Powers of Attorney filed as Exhibits to this Registration Statement) | ||||
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 4.1 | Restated Certificate of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated April 18, 2006, File No. 0-5965) | |
| 4.2 | By-laws, as amended (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated July 17, 2007, File No. 0-5965) | |
| 5 | Opinion of Counsel | |
| 23.1 | Consent of Counsel (Contained in its opinion filed as Exhibit 5) | |
| 23.2 | Consent of Independent Registered Public Accounting Firm | |
| 24 | Powers of Attorney | |