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): April 22, 2008
MSCI
Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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001-33812
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13-4038723
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(State
or other jurisdiction
of
incorporation)
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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 10005
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10005
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(Address
of principal executive offices)
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(Zip
Code)
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(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 7.01 Regulation FD
Disclosure.
On April
22, 2008, MSCI Inc. (the “Registrant”) issued a press release announcing
the filing of a preliminary prospectus supplement in connection with the
commencement of the secondary offering by certain of its shareholders of up to
23,000,000 shares (including the underwriters’ over-allotment option) of its
class A common stock, par value $0.01 per share. A copy of the press
release is filed as Exhibit 99.1 to this report.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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Exhibit 99.1
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Press
release of the Registrant dated April 22,
2008.
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SIGNATURE
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:
April 28, 2008
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By:
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/s/ Henry A.
Fernandez
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Name:
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Henry
A. Fernandez
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Title:
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Chief
Executive Officer, President and Chairman
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Exhibit
99.1
MSCI
Inc. Announces Secondary Offering of its Common Stock
New York – April 22, 2008 –
MSCI Inc. (NYSE: MXB) announced today that it filed a preliminary prospectus
supplement in connection with the commencement of a secondary offering by
certain of its shareholders, including Morgan Stanley, of 20,000,000 shares of
its class A common stock. The secondary offering is pursuant to a
Registration Statement on Form S-1, filed with the Securities and Exchange
Commission on April 11, 2008. Morgan Stanley also expects to grant
the underwriters an option to purchase up to an additional 3,000,000 shares of
MSCI Inc.’s class A common stock to cover over-allotments, if
any. MSCI Inc. will not receive any of the proceeds from the sale of
shares of its class A common stock.
Morgan Stanley and
UBS Investment Bank are serving as joint book-running managers for the
offering. Banc of America Securities LLC, Merrill Lynch & Co.,
William Blair & Company, Fox-Pitt Kelton Cochran Caronia Waller and Keefe,
Bruyette & Woods are acting as co-managers.
A
preliminary prospectus supplement and the accompanying base prospectus relating
to the offering have been filed with the U.S. Securities and Exchange Commission
and are available on its website, www.sec.gov.
Copies of the
preliminary prospectus supplement and accompanying base prospectus relating to
the offering may also be obtained when available from:
Morgan Stanley &
Co. Incorporated
180
Varick Street
New
York, New York 10014
Attention:
Prospectus Department
E-mail: prospectus@morganstanley.com
UBS
Investment Bank
Prospectus
Department
299
Park Avenue
New
York, NY 10171
Phone: (888)
827-7275
This announcement
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any offer of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
About
MSCI Inc.
MSCI Inc. is a
leading provider of investment decision support tools to investment institutions
worldwide. MSCI Inc. products include indices and portfolio risk and performance
analytics for use in managing equity, fixed income and multi-asset class
portfolios.
The
company’s flagship products are the MSCI International Equity Indices, which are
estimated to have over US $3 trillion benchmarked to them, and the Barra risk
models and portfolio analytics, which cover 56 equity and 46 fixed income
markets. MSCI Inc. is headquartered in New York, with research and commercial
offices around the world. Morgan Stanley, a global financial services firm, is
the majority shareholder of MSCI Inc. MXB#IR
MSCI Inc. Contact:
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MSCI Inc.
Investor Relations
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+
1.866.447.7874
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For media enquiries please
contact:
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Steve Bruce |
Pen Pendleton | Ann Taylor Reed, Abernathy MacGregor, New
York
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+
1.212.371.5999
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Sally Todd |
Clare Milton, Penrose Financial, London
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+
44.20.7786.4888
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