- Current report filing (8-K)
May 27 2010 - 2:45PM
Edgar (US Regulatory)
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): May 27,
2010
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MSCI
Inc.
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(Exact
Name of Registrant
as
Specified in Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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001-33812
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13-4038723
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(Commission
File Number)
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(IRS
Employer Identification No.)
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88
Pine Street, New York, NY
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10005
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(212)
804-3900
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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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):
x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01. Other
Events
On May 27, 2010, MSCI Inc. (the “
Company
”) and RiskMetrics
Group, Inc. (“
RiskMetrics
”) issued a joint
press release announcing that the stockholders of RiskMetrics approved the
adoption of the Agreement and Plan of Merger (the “
Merger Agreement
”) dated as of
February 28, 2010 among RiskMetrics, the Company and Crossway Inc. (“
Merger Sub
”), a wholly owned
subsidiary of the Company, at the special meeting of stockholders of RiskMetrics
held on May 27, 2010. Under the terms of the Merger Agreement, Merger
Sub will merge with and into RiskMetrics,
with
RiskMetrics continuing as the surviving corporation and a wholly owned
subsidiary of the Company.
A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference into this Item
8.01.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
99.1
Joint Press Release of MSCI Inc. and RiskMetrics Group, Inc. dated May 27,
2010.
SIGNATURES
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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MSCI
Inc.
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Date:
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May
27, 2010
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By:
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/s/
Henry Fernandez
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Name:
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Henry
Fernandez
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Title:
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Chief
Executive Officer
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INDEX
TO EXHIBITS
Exhibit
No.
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Description
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99.1
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Joint
Press Release of MSCI Inc. and RiskMetrics Group, Inc. dated May 27,
2010
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