- Filing of certain prospectuses and communications in connection with business combination transactions (425)
27 Mai 2010 - 10:03PM
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
RISKMETRICS
GROUP, INC.
(Exact Name of
Registrant
as Specified in
Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-33928
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20-8175809
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(Commission File
Number)
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(IRS Employer
Identification No.)
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One
Chase Manhattan Plaza, 44
th
Floor,
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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Registrants
telephone number, including area code:
(212) 981-7475
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):
x
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of
Security Holders
On
February 28, 2010, RiskMetrics Group, Inc. (RiskMetrics) entered
into an Agreement and Plan of Merger (the Merger Agreement) among
RiskMetrics, MSCI Inc. (MSCI) and Crossway Inc., a wholly owned subsidiary of
MSCI (Merger Sub), whereby Merger Sub will be merged with and into
RiskMetrics, with RiskMetrics continuing as the surviving corporation and a
wholly owned subsidiary of MSCI (the Merger).
RiskMetrics
held a special meeting of stockholders on May 27, 2010 to submit the
following proposals to a vote of stockholders: (i) to adopt the Merger
Agreement (the Merger Proposal) and (ii) to approve an adjournment of
the special meeting, if necessary, to solicit additional proxies in the event
there are not sufficient votes at the time of the special meeting to approve
the Merger Agreement (the Adjournment Proposal). At the special meeting, the Merger Proposal
was approved by holders of RiskMetrics common stock with 59,823,468 votes cast For
the Merger Proposal, 16,082 votes cast Against and 307,547 shares Abstaining. The Adjournment Proposal was approved by
holders of RiskMetrics common stock with 59,359,871 votes cast For the
Adjournment Proposal, 745,239 votes cast Against and 41,987 shares Abstaining.
The
Merger Proposal and the Adjournment Proposal are described in detail in
RiskMetrics proxy statement for the special meeting dated April 27, 2010 which
was mailed to stockholders on or about April 28, 2010.
Item 8.01. Other Events
On
May 27, 2010, RiskMetrics and MSCI issued a joint press release announcing
that the stockholders of RiskMetrics approved the adoption of the Merger
Agreement at the special meeting of stockholders of RiskMetrics held on May 27,
2010
. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference into this Item 8.01.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits
99.1 Joint Press Release of RiskMetrics
Group, Inc. and MSCI Inc. dated May 27, 2010.
2
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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RISKMETRICS
GROUP, INC.
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Date: May 27,
2010
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By:
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/s/ David Obstler
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Name: David Obstler
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Title: Chief Financial Officer
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3
INDEX
TO EXHIBITS
Exhibit No.
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Description
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99.1
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Joint Press Release of
RiskMetrics Group, Inc. and MSCI Inc. dated May 27, 2010
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