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)
 
 
 
         
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 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.
 
Exhibit No.
  
Description
Exhibit 99.1
  
Press release of the Registrant dated April 22, 2008.
 

 
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: April 28, 2008
  
By:
  
   /s/ Henry A. Fernandez
  
   
Name:
  
Henry A. Fernandez
  
   
Title:
  
Chief Executive Officer, President and Chairman