As
filed with the Securities and Exchange Commission on November 20,
2007
Registration
No. 333-______
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
MSCI
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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13-4038723
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(State
of Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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88
Pine Street
New
York, NY 10005
(212)
804-3900
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(Address
of Principal Executive Offices)
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MSCI
2007 EQUITY INCENTIVE COMPENSATION PLAN
MSCI
INDEPENDENT DIRECTORS’ EQUITY COMPENSATION PLAN
(Full
Title of the Plan)
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Frederick
W. Bogdan
General
Counsel
MSCI
Inc.
88
Pine Street
New
York, NY 10005
(212)
804-3990
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(Telephone
Number, Including Area Code, of Agents for
Service)
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With
a copy to:
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Jean
M. McLoughlin
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, NY 10017
(212)
450-4000
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered
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Amount
To Be Registered(1)
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Proposed
Maximum
Offering Price Per Share(2)(3) |
Proposed
Maximum Aggregate
Offering Price(2)(3) |
Amount
of Registration
Fee(4) |
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Class
A Common Stock, par value $0.01 each
to be
issued under the MSCI 2007 Equity Incentive Compensation
Plan
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2,116,252
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$18.00(2)
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$38,092,536.00(2)
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$1,169.45
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Class
A Common Stock, par value $0.01 each
to be
issued under the MSCI 2007 Equity Incentive Compensation
Plan
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10,383,748
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$24.74(3)
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$256,893,925.52(2)
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$7,886.65
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Class
A Common Stock, par value $0.01 each
to be issued
under the MSCI Independent Directors’ Equity Compensation
Plan
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500,000
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$24.74(3)
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$12,370,000.00(3)
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$379.76
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Total
Shares
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13,000,000
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$307,356,461.52
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$9,435.86
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(1)
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This
Registration Statement on Form S-8 (the “Registration Statement”) covers
shares of Class A Common Stock (“Common Stock”) of MSCI Inc. (the
“Company” or the “Registrant”) (i) issuable pursuant to the exercise of
options and restricted stock units granted prior to the date hereof
under
the MSCI 2007 Equity Incentive Compensation Plan (the “Equity Plan”) and
the MSCI Independent Directors’ Equity Compensation Plan (the “Directors
Plan” and, together with the Equity Plan, the “Plans”), (ii) to be issued
in the future under the Plans and (iii) pursuant to Rule 416(a) under
the
Securities Act of 1933, as amended (“Securities Act”), any additional
shares of Common Stock that become issuable under the Plans by reason
of
any stock dividend, stock split, or other similar
transaction.
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(2)
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Estimated
pursuant to Rule 457(h) under the Securities Act, solely for the
purpose
of computing the registration fee of options granted and outstanding
under
the Equity Plan, based on the exercise price of $18.00 as set forth
in the
table.
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(3)
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Estimated
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act,
solely
for the purpose of computing the registration fee, based on the average
of
the high and low prices reported for a share of Common Stock on the
New
York Stock Exchange on November 16, 2007. This includes shares of
Common
Stock to be issued upon settlement of restricted stock units granted
and
outstanding under the Plans.
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(4)
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Rounded
up to the nearest penny.
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PART
I
The
information specified in Item 1 and Item 2 of Part I of the Registration
Statement is omitted from this filing in accordance with the provisions of
Rule
428 under the Securities Act and the introductory note to Part I of the
Registration Statement. The documents containing the information
specified in Part I will be delivered to the participants in the Plans as
required by Rule 428(b)(1).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents are incorporated herein by reference:
(a)
The Registrant’s Registration Statement on Form S-1 (Registration No.
333-144975), as originally filed by the Registrant pursuant to Rule
424(b) of the Securities Act on July 31, 2007, and subsequently
amended.
(b) The
description of the Company’s capital stock which is contained in the Company’s
Registration Statement on Form 8-A (Registration No. 001-33812), filed on
November 7, 2007, pursuant to Section 12(g) of the Exchange Act, including
any
amendments or supplements thereto.
In
addition, all documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of the filing
of
such documents.
Any
statement contained in a document incorporated or deemed to be incorporated
by
reference herein shall be deemed to be modified or superseded for purposes
of
this Registration Statement to the extent that a statement contained herein,
(or
in any other subsequently filed document which also is incorporated or deemed
to
be incorporated by reference herein), modifies or supersedes such statement.
Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
None.
Item
6. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law provides that a corporation may
indemnify directors and officers as well as other employees and individuals
against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with
any threatened, pending or completed actions, suits or proceedings in which
such
person is made a party by reason of such person being or having been a director,
officer, employee or agent to the Registrant. The Delaware General Corporation
Law provides that Section 145 is not exclusive of other rights to which
those seeking indemnification may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors or otherwise. Section 6.07 of the
Registrant’s Amended and Restated By-laws provides for indemnification by the
Registrant of its directors, officers and employees to the fullest extent
permitted by the Delaware General Corporation Law.
Section 102(b)(7)
of the Delaware General Corporation Law permits a corporation to provide in
its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its shareholders
for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director’s duty of loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for unlawful payments of dividends or unlawful stock repurchases,
redemptions or other distributions, or (iv) for any transaction from which
the director derived an improper personal benefit. The Registrant’s Amended and
Restated Certificate of Incorporation provides for such limitation of
liability.
The
Registrant is covered under standard policies of insurance under which
coverage is provided (a) to its directors and officers against loss rising
from claims made by reason of breach of duty or other wrongful act, and
(b) to the Registrant with respect to payments which may be made by the
Registrant to such officers and directors pursuant to the above indemnification
provision or otherwise as a matter of law.
The
underwriting agreement provides for indemnification of directors and certain
officers of the Company by the underwriters against certain liabilities.
Reference is made to the form of underwriting agreement filed as Exhibit 1.1
to
the Company’s Form S-1.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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Exhibit
Number
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4.1
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Form
of Amended and Restated Certificate of Incorporation of MSCI Inc.
(incorporated herein by reference to Exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1 (No. 333-144975))
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4.2
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Form
of Amended and Restated Bylaws of MSCI Inc. (incorporated herein
by
reference to Exhibit 3.2 to the Registrant’s Registration Statement on
Form S-1 (No. 333-144975))
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5
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Opinion
of Davis Polk & Wardwell
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23.1
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Consent
of Deloitte & Touche LLP, independent registered public accounting
firm
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23.2
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Consent
of Davis Polk & Wardwell (included in Exhibit 5)
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24
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Power
of Attorney (included in the signature pages hereof)
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99.1
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MSCI
2007 Equity Incentive Compensation Plan (incorporated herein by reference
to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1
(No. 333-144975))
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99.2
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MSCI
Independent Directors’ Equity Compensation Plan (incorporated herein by
reference to Exhibit 10.16 to the Registrant’s Registration Statement on
Form S-1 (No. 333-144975))
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Item
9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
2
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) To
include any material information with respect to the Plan not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference
in
this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each
such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant,
MSCI Inc., certifies that it has reasonable grounds to believe that it meets
all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 20th
day of November, 2007.
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MSCI
Inc.
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| By: |
/s/
Michael K. Neborak
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| Name: |
Michael
K. Neborak
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Title:
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Chief Financial Officer | ||
4
POWER
OF ATTORNEY
Know
all
persons by these presents, that each person whose signature appears below,
constitutes and appoints each of Henry A. Fernandez, Michael K. Neborak, Gary
Retelny and Frederick W. Bogdan as his or her true and lawful attorney-in-fact
and agent, upon the action of such appointee, with full power of substitution
and resubstitution, to do any and all acts and things and execute, in the name
of the undersigned, any and all instruments which each of said attorneys-in-fact
and agents may deem necessary or advisable in order to enable MSCI Inc. to
comply with the Securities Act of 1933, as amended (the “Securities Act”), and
any requirements of the Securities and Exchange Commission (the “Commission”) in
respect thereof, in connection with the filing with the Commission of this
Registration Statement under the Securities Act, including specifically but
without limitation, power and authority to sign the name of the undersigned
to
such Registration Statement, and any amendments to such Registration Statement
(including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Commission, to
sign any and all applications, registration statements, notices or other
documents necessary or advisable to comply with applicable state securities
laws, and to file the same, together with other documents in connection
therewith with the appropriate state securities authorities, granting unto
each
of said attorneys-in-fact and agents full power and authority to do and to
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that each
of
said attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
5
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed this 20th day of November, 2007 by the
following persons in the following capacities.
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Signature
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Title
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Date
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/s/
Henry A. Fernandez
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Chairman,
Chief Executive Officer, President and Director
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November
20, 2007
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Henry
A. Fernandez
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(principal
executive officer)
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/s/
Michael K. Neborak
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Chief Financial Officer | |||
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Michael
K. Neborak
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(principal
financial officer and principal accounting officer)
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November
20, 2007
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/s/
Kenneth M. deRegt
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Director
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November
20, 2007
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Kenneth
M. deRegt
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/s/
James P. Gorman
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Director
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November
20, 2007
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James
P. Gorman
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/s/
Jerker M. Johansson
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Director
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November
20, 2007
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Jerker
M. Johansson
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/s/
Linda H. Riefler
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Director
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November
20, 2007
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Linda
H. Riefler
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/s/
David H. Sidwell
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Director
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November
20, 2007
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David
H. Sidwell
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6
EXHIBIT
INDEX
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Exhibit
Number
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4.1
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Form
of Amended and Restated Certificate of Incorporation of MSCI Inc.
(incorporated herein by reference to Exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1 (No. 333-144975))
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4.2
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Form
of Amended and Restated Bylaws of MSCI Inc. (incorporated herein
by
reference to Exhibit 3.2 to the Registrant’s Registration Statement on
Form S-1 (No. 333-144975))
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5
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Opinion
of Davis Polk & Wardwell
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23.1
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Consent
of Deloitte & Touche LLP, independent registered public accounting
firm
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23.2
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Consent
of Davis Polk & Wardwell (included in Exhibit 5)
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24
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Power
of Attorney (included in the signature pages hereof)
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99.1
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MSCI
2007 Equity Incentive Compensation Plan (incorporated herein by reference
to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1
(No. 333-144975))
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99.2
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MSCI
Independent Directors’ Equity Compensation Plan (incorporated herein by
reference to Exhibit 10.15 to the Registrant’s Registration Statement on
Form S-1 (No. 333-144975))
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EXHIBIT
5
[Davis
Polk & Wardwell Letterhead]
November
20, 2007
MSCI
Inc.
88
Pine
Street
New
York,
NY 10005
(212)
804-3990
Ladies
and
Gentlemen:
We
have acted as special counsel for
MSCI Inc. (the “Company”) in connection with the filing of a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, relating
to
13,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01
per share, deliverable pursuant to the MSCI 2007 Equity Incentive Compensation
Plan and the MSCI Independent Directors’ Equity Compensation Plan (the
“Plans”).
We
have examined such documents and
such matters of fact and law as we have deemed necessary for the purposes of
rendering the opinion expressed herein.
Upon
the basis of the foregoing, we are
of the opinion that the Shares deliverable pursuant to the Plans have been
duly
authorized and, when and to the extent issued pursuant to the terms of the
Plans, will be validly issued, fully paid and nonassessable.
We
consent to the filing of this
opinion as an exhibit to the Registration Statement.
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Very
truly yours, |
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/s/ Davis
Polk and Wardwell |
Davis
Polk and Wardwell |
EXHIBIT
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We
consent
to the incorporation by reference in this Registration Statement of MSCI Inc.
(the “Registrant”) on Form S-8 pertaining to the MSCI 2007 Equity Incentive
Compensation Plan and the MSCI Independent Directors’ Equity Incentive
Compensation Plan of our report dated July 31, 2007 (October 10, 2007 as to
the
effects of the restatement discussed in Note 20 and October 24, 2007 as to
the
share reclassification described in Note 19), appearing in MSCI Inc.’s
Registration Statement on Form S-1 (No. 333-144975) filed November 15, 2007,
relating to the consolidated financial statements as of November 30, 2006 and
2005 and for each of the three years in the period ended November 30, 2006
of
MSCI Inc. (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to the restatement discussed in Note 20), and
our
report dated October 10, 2007 (October 24, 2007 as to the share reclassification
described in Note 17) relating to the consolidated financial
statements as of and for the six months ended May 31, 2007 of MSCI Inc. (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to the restatement discussed in Note 18).
/s/
Deloitte & Touche LLP
New
York,
New York
November
20, 2007