UNITED STATES
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) July 17, 2008
| Duff & Phelps Corporation |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-33693 | 20-8893559 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 55 East 52nd Street, New York, New York | | 10055 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (212) 871-2000
| N/A |
| (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 3.02. Unregistered Sales of Equity Securities
On July 15, 2008, Duff & Phelps Corporation (the “Company”) issued an aggregate of 36,736 shares of Class A common stock to the two holders of membership interests in World Tax Service US, LLC (“WTS”) in connection with the acquisition by a subsidiary of the Company of all of the outstanding membership interests in WTS. The shares issued were one component of the consideration paid to the holders of the membership interests in WTS in connection with the acquisition. The issuance of these shares of Class A common stock was made without a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) because the shares of Class A common stock were offered and sold in a transaction exempt from registration under Section 4(2) of the Securities Act.
A copy of the press release issued by the Company regarding the acquisition is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this report as if fully set forth herein.
Item 9.01. Financial Statements and Exhibits
| 99.1 | Press release, dated July 16, 2008. |
SIGNATURE
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.
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| | DUFF & PHELPS CORPORATION |
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| By: | /s/ Edward S. Forman |
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Name: Edward S. Forman |
| | Title: Executive Vice President, General Counsel and Secretary |
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| Dated: July 17, 2008 | |
DUFF & PHELPS CORPORATION
CURRENT REPORT ON FORM 8-K
Report dated July 17, 2008
EXHIBIT INDEX
| 99.1 | Press release, dated July 16, 2008. |
