UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): May 22, 2009
MSCI
Inc.
(Exact name of
registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-33812
|
|
13-4038723
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
88
Pine Street, New York, NY 10005
|
|
10005
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(212)
804-3900
(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):
¨
|
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))
|
On May 19, 2009, MSCI Inc. (the
“Registrant”) entered into an Underwriting Agreement (the “Agreement”) with
Morgan Stanley and Morgan Stanley and Co. Incorporated, as the representative of
the several underwriters named in Schedule I thereto (collectively, the
“Underwriters”), for the sale by Morgan Stanley of an aggregate of 27,708,653
shares of the Registrant's class A common stock, par value $0.01 per
share. The secondary offering is being made pursuant to the Registrant’s
registration statement on Form S-3 (Registration No. 333-159311) dated May 18,
2009. The foregoing description does not purport to be a complete
statement of the parties’ rights and obligations under the Agreement. The
Agreement is filed as Exhibit 1.1 to this Form 8-K. The description of the
material terms of the Agreement is qualified in its entirety by reference to
such exhibit.
Exhibit No.
|
|
Description
|
Exhibit 1.1
|
|
Underwriting
Agreement, dated May 19, 2009, among MSCI Inc., Morgan Stanley and Morgan
Stanley & Co. Incorporated, as representative of the several
underwriters named in Schedule I thereto
|
Exhibit 5.1
|
|
Opinion of Davis Polk &
Wardwell
|
Exhibit
23.1
|
|
Consent of Davis Polk &
Wardwell (included in Exhibit 5.1)
|
Pursuant to the requirements of the
Exchange Act, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
MSCI Inc.
|
|
|
|
|
|
|
|
|
|
Date: May 22,
2009
|
|
By:
|
|
/s/ Henry A.
Fernandez
|
|
|
|
Name:
|
|
Henry A.
Fernandez
|
|
|
|
Title:
|
|
Chief Executive Officer,
President
and
Chairman
|
|
3