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) |
¨ | 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.
(d) Exhibits.
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 |
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