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):  July 15, 2008
 
 
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 1.01.  Entry into a Material Definitive Agreement.
 
On July 15, 2008, MSCI Inc. (the “Registrant”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley and Morgan Stanley & Co. Incorporated and UBS Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”).  Pursuant to the Underwriting Agreement, Morgan Stanley has agreed to sell an aggregate of 23,000,000 shares of the Registrant’s class A common stock, par value $0.01 per share (the “Common Stock”).  Morgan Stanley also granted the Underwriters a 30-day option to purchase an additional 3,450,000 shares of the Registrant’s Common Stock pursuant to the Underwriting Agreement. On July 18, 2008, the underwriters notified the Company of their intention to exercise their option to purchase 2,330,111 additional shares.
 
The public offering price of the Registrant’s Common Stock is $32.00 per share and pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase an aggregate of 23,000,000 shares of the Registrant’s Common Stock from Morgan Stanley. The secondary offering is being made pursuant to the Registrant’s registration statement on Form S-1 (Registration No. 333-152173), as amended, which was filed with the Securities and Exchange Commission and declared effective on July 15, 2008.

From time to time, Morgan Stanley & Co. Incorporated and certain of the other Underwriters have provided, and continue to provide, investment banking services to the Registrant. On November 14, 2007, the Registrant entered into a credit facility with certain affiliates of Morgan Stanley & Co. Incorporated and some of the other Underwriters. The Registrant engaged an affiliate of Morgan Stanley & Co. Incorporated and Banc of America Securities LLC as joint lead arrangers for the credit facility.

Subject to customary closing conditions, the closing of the sale of an aggregate of 23,000,000 shares of the Registrant’s Common Stock is expected to occur on July 21, 2008 and the closing of the additional 2,330,111 shares pursuant to the over-allotment option is expected to occur on July 23, 2008. The Registrant will not receive any of the proceeds from the sale of the Common Stock.

The above description of the Underwriting Agreement does not purport to be a complete statement of the parties’ rights and obligations under that agreement.  The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K.  The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.


Item 9.01 Financial Statements and Exhibits.

 
(d)
Exhibits.

 
Exhibit No.
  
Description
Exhibit 1.1
  
Underwriting Agreement, dated July 15, 2008, among MSCI Inc., Morgan Stanley and Morgan Stanley & Co. Incorporated and UBS Securities LLC, as representatives of the several underwriters named in Schedule I thereto
 
 

 
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.
 
   
MSCI Inc.
  
       
       
Date: July 21, 2008
  
By:
  
  /s/ Henry A. Fernandez
  
   
Name:
  
Henry A. Fernandez
  
   
Title:
  
Chief Executive Officer, President
and Chairman