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
MORGAN STANLEY
(Exact name of registrant as specified in its charter)
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DELAWARE
(State of incorporation or organization)
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36-3145972
(I.R.S. Employer Identification No.)
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1585 Broadway, New York, New York
(Address of principal executive offices)
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10036
(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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Depositary Shares, each representing 1/1,000th of a share of Fixed-to-Floating
Rate Non-Cumulative Preferred Stock, Series I
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New York Stock Exchange
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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. [ ]
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Securities Act registration statement file numbers to which this form relates:
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333-178081
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Securities to be registered pursuant to Section 12(g) of the Act:
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None
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Item 1. Description of Registrant’s Securities to be Registered.
The description of the Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, par value $0.01 per share and liquidation preference $25,000 per share (the “Series I Preferred Stock”) of Morgan Stanley (the “Registrant”) and the description of the Registrant’s Depositary Shares, each representing 1/1,000th ownership interest in a share of Series I Preferred Stock, each to be registered hereunder, is contained in the sections captioned (i) “Description of Series I Preferred Stock” and “Description of Depositary Shares,” each in the Registrant’s Prospectus Supplement, dated September 11, 2014, to the Registrant’s Prospectus, dated November 21, 2011 (the “Prospectus”), included in the Registrant’s registration statement on Form S-3 (File No. 333-178081) and (ii) “Description of Capital Stock” in the Prospectus, and all those sections are incorporated herein by reference.
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Item 2.
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Exhibits.
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2.1
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Amended and Restated Certificate of Incorporation of Morgan Stanley, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 6, 2014 (No. 001-11758).
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2.2
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Amended and Restated Bylaws of Morgan Stanley, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 11, 2010 (No. 001-11758).
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2.3
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Certificate of Designation, establishing the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of the Series I Preferred Stock, as filed with the Secretary of State of the State of Delaware on September 17, 2014.
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2.4
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Form of Deposit Agreement among Morgan Stanley, The Bank of New York Mellon and the holders from time to time of the depositary receipts described therein.
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2.5
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Form of certificate representing the Series I Preferred Stock.
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2.6
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Form of Depositary Receipt (included in Exhibit 2.4 hereto).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: September 17, 2014
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MORGAN STANLEY
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By:
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/s/ Jeanne Greeley O’Regan
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Name:
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Jeanne Greeley O’Regan
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Title:
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Deputy Corporate Secretary
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