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): November 5, 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)) |
Item 8.01. Other Events.
On November 5, 2009, MSCI Inc. (the “Registrant”) entered into an Underwriting Agreement (the “Agreement”) with Morgan Stanley & Co. Incorporated, as underwriter (the “Underwriter”), for the issuance and sale by the Registrant of an aggregate of 3,795,000 shares of its class A common stock, par value $0.01 per share, including 495,000 shares subject to the Underwriter’s option to purchase additional shares. The offering is being made pursuant to the Registrant’s registration statement on Form S-3 (Registration No. 333-159311) dated May 18, 2009 and the related prospectus supplement dated November 5, 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 November 5, 2009, between MSCI Inc. and Morgan Stanley & Co. Incorporated, as underwriter |
| Exhibit 5.1 | | Opinion of Davis Polk & Wardwell LLP |
| Exhibit 23.1 | | Consent of Davis Polk & Wardwell LLP (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.
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| | | MSCI Inc. |
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| Date: November 10, 2009 | | By: | | /s/ Hendry A. Fernandez |
| | | Name: | | Henry A. Fernandez |
| | | Title: | | Chief Executive Officer, President and Chairman |
