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): May 19, 2010
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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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Mr.
Obstler, 50, is currently the Chief Financial Officer of RiskMetrics, where he
has served in such role since January 2005. From 2000 to 2004, he was
chief financial officer and executive vice president of corporate development
for Pinnacor Inc., a NASDAQ publicly listed provider of software and services to
the financial services industry. Prior to that, he was an investment
banker at JPMorgan, Lehman Brothers and Goldman Sachs. He earned a
B.A. from Yale University and an M.B.A. from Harvard Business
School.
Mr. Obstler will be paid an annual base
salary of $350,000. Mr. Obstler will be eligible to receive an annual
cash bonus and participate in the MSCI Inc. Amended and Restated 2007 Equity
Incentive Compensation Plan and other compensation plans or arrangements
available to MSCI’s senior executive officers.
Item 8.01.
MSCI
issued a press release on May 19, 2010 announcing the appointment of Mr. Obstler
as Chief Financial Officer of MSCI, effective upon the closing of MSCI’s
proposed acquisition of RiskMetrics, succeeding Mr. Neborak. A copy
of the press release is furnished herewith as Exhibit 99.1.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
99.1 Press
Release of MSCI Inc. dated May 19, 2010.
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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MSCI Inc.
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Date: May 19,
2010
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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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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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99.1
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Press
Release of MSCI Inc. dated May 19,
2010.
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Exhibit
99.1
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www.mscibarra.com
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MSCI
Inc. Names David Obstler Chief Financial Officer
NEW YORK –May 19, 2010 – MSCI
Inc. (NYSE: MXB), a leading global provider of investment decision support
tools, announced today that David M. Obstler will become the company’s Chief
Financial Officer effective upon the closing of MSCI’s proposed acquisition of
RiskMetrics Group, Inc. (“RiskMetrics”), succeeding Michael K.
Neborak.
David Obstler is
currently the Chief Financial Officer of RiskMetrics where he has served in that
role since January 2005. From 2000 to 2004, he was Chief Financial Officer and
Executive Vice President of Corporate Development for Pinnacor Inc., a
NASDAQ publicly listed provider of software and services to the financial
services industry. Prior to that, he was an investment banker at JPMorgan,
Lehman Brothers and Goldman Sachs. He has a B.A. from Yale University and an
M.B.A. from Harvard Business School.
“We are very
pleased that David will join the MSCI management team upon completion of the
RiskMetrics acquisition,” said Henry Fernandez, Chairman and Chief Executive
Officer of MSCI. “He brings with him ten years of experience as a public-company
CFO and his detailed knowledge of RiskMetrics should help ensure a smooth
integration. We look forward to benefiting from his expertise as our company
enters its next phase of growth.”
“On behalf of our Board of Directors and
the company, I want to thank Mike for his outstanding service in guiding MSCI in its transition to a
fully independent public company, including our IPO and separation from Morgan
Stanley, and his work on the acquisition of RiskMetrics. Mike has established a firm financial foundation for
MSCI that will serve us
well going forward," added Mr. Fernandez. Mr. Neborak
will remain with the Company through a transition period.
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 include over
120,000 indices calculated daily across more than 70 countries, and the Barra
risk models and portfolio analytics, which cover 59 equity and 48 fixed income
markets. MSCI Inc. is headquartered in New York, with research and commercial
offices around the world. MXB#IR
For
further information on MSCI Inc. or our products please visit
www.mscibarra.com.
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MSCI Inc.
Contact:
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Edings
Thibault, MSCI, New York
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+
1.866.447.7874
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For media inquiries please
contact:
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Steven Bruce
| Patrick Clifford, 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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Important
Information for Investors and Shareholders
This communication
does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. MSCI has filed with the
Securities and Exchange Commission (“SEC”) a registration statement on Form S-4
that includes a definitive proxy statement of RiskMetrics, dated April 27, 2010,
and
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www.mscibarra.com
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that also
constitutes a prospectus of MSCI. On or about April 28, 2010, RiskMetrics began
mailing the definitive proxy statement/ prospectus to RiskMetrics stockholders
of record as of the close of business on April 26, 2010. MSCI and RiskMetrics
have also filed, and intend to continue to file, additional relevant materials
with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS
OF MSCI AND RISKMETRICS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and
stockholders may obtain free copies of the definitive proxy statement/prospectus
and other documents containing important information about MSCI and RiskMetrics
through the website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by MSCI are available free of charge on MSCI’s
internet website at www.mscibarra.com or by contacting MSCI’s Investor Relations
Department at 866-447-7874. Copies of the documents filed with the SEC by
RiskMetrics are available free of charge on RiskMetrics’ internet website at
www.riskmetrics.com or by contacting RiskMetrics’ Investor Relations Department
at 212-354-4643. MSCI, RiskMetrics, their respective directors and certain of
their executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of RiskMetrics in connection with the proposed
transaction. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the proxy solicitation is set forth in the
definitive proxy statement/prospectus filed with the SEC. You can find
information about the directors and executive officers of RiskMetrics in
RiskMetrics’ Annual Report on Form 10-K/A, which was filed with the SEC on April
30, 2010. You can find information about the directors and executive officers of
MSCI in MSCI’s proxy statement for its 2010 annual meeting of stockholders,
which was filed with the SEC on February 23, 2010.
Forward-Looking
Statements
This document
contains forward-looking statements. These statements relate to future events or
to future financial performance and involve known and unknown risks,
uncertainties and other factors that may cause MSCI’s actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by these forward-looking statements. In some cases, you can identify
forward-looking statements by the use of words such as “may,” “could,” “expect,”
“intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” or “continue” or the negative of these terms or other comparable
terminology. You should not place undue reliance on forward-looking statements
because they involve known and unknown risks, uncertainties and other factors
that are, in some cases, beyond MSCI’s control and that could materially affect
actual results, levels of activity, performance, or achievements. Such risks,
uncertainties and factors include, but are not limited to: the risk that a
condition to closing of the proposed merger may not be satisfied; the risk that
a regulatory approval that may be required for the proposed merger is not
obtained or is obtained subject to conditions that are not anticipated; the
failure to consummate or delay in consummating the proposed merger for other
reasons; the combined company’s ability to achieve the synergies and value
creation contemplated by the proposed merger; the combined company’s ability to
promptly and effectively integrate the businesses of RiskMetrics and MSCI; and
the diversion of management time on merger-related issues.
Other factors that
could materially affect MSCI’s actual results, levels of activity, performance
or achievements can be found in MSCI’s Annual Report on Form 10-K for the fiscal
year ended November 30, 2009 and filed with the SEC on January 29, 2010 and in
its quarterly reports on Form 10-Q and current reports on Form 8-K. If any of
these risks or uncertainties materialize, or if MSCI’s underlying assumptions
prove to be incorrect, actual results may vary significantly from what MSCI
projected. Any forward-looking statement in this release reflects MSCI’s current
views with respect to future events and is subject to these and other risks,
uncertainties and assumptions relating to MSCI’s operations, results of
operations, growth strategy and liquidity. MSCI assumes no obligation to
publicly update or revise these forward-looking statements for any reason,
whether as a result of new information, future events, or
otherwise.
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