- Post-Effective Amendment to an S-8 filing (S-8 POS)
01 Junho 2010 - 9:41AM
Edgar (US Regulatory)
As filed with the Securities and
Exchange Commission on June 1, 2010
Registration No. 333-152381
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES
ACT OF 1933
RISKMETRICS
GROUP, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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20-8175809
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(State of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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One Chase Manhattan Plaza, 44
th
Floor
New York, New York 10005
(Address of
principal executive offices) (Zip Code)
RISKMETRICS
GROUP, INC.
2000 STOCK OPTION PLAN
RISKMETRICS
GROUP, INC.
2004 STOCK OPTION PLAN
INSTITUTIONAL
SHAREHOLDER SERVICES HOLDINGS, INC.
EQUITY INCENTIVE
PLAN
RISKMETRICS
GROUP, INC.
2007 OMNIBUS INCENTIVE COMPENSATION PLAN
(each as amended from time to time)
(Full title of the
plans)
Steven
E. Friedman, Esq.
General
Counsel
One
Chase Manhattan Plaza, 44
th
Floor
New
York, New York 10005
(Name and address of
agent for service)
(212)
981-7475
(Telephone number,
including area code, of agent for service)
With a
copy to:
Eric M.
Lerner, Esq.
Kramer Levin
Naftalis & Frankel LLP
1177 Avenue of the
Americas
New York, New York
10036
(212) 715-9494
Indicate by check mark
whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated
filer
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o
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(Do not check if a
smaller reporting company)
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Smaller reporting company
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o
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TERMINATION OF REGISTRATION
This Post-Effective
Amendment No. 1 (this Post-Effective Amendment), filed by RiskMetrics
Group, Inc., a Delaware corporation (the Company), removes from
registration all shares of the Companys Common Stock, par value $0.01 per
share (the Common Stock) registered under the Registration Statement on Form S-8
(File No. 333-152381) filed by the Company on July 17, 2008 (the Registration
Statement) with the Securities and Exchange Commission, that remain unsold and
unissued upon the termination of the offering covered by the Registration
Statement described below.
On February 28,
2010, the Company entered into an Agreement and Plan of Merger with MSCI Inc.,
a Delaware corporation (MSCI), and Crossway Inc., a Delaware corporation and
a wholly owned subsidiary of MSCI (Purchaser), providing for, among other
things, the merger of Purchaser with and into the Company (the Merger), with
the Company continuing as the surviving corporation and wholly owned subsidiary
of MSCI.
On June 1, 2010, the
Merger became effective as a result of the filing of a Certificate of Merger
with the Secretary of State of the State of Delaware. As a result of the
Merger, the Company has terminated all offerings of its securities pursuant to
the Registration Statement. Effective upon filing hereof, the Company hereby
removes from registration all shares of Common Stock registered under the
Registration Statement that remain unsold and unissued as of the date of this
Post-Effective Amendment.
2
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant 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 Post-Effective Amendment No. 1 to the
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 1
st
day of June,
2010.
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RISKMETRICS GROUP, INC.
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By:
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S
/ M. Ethan
Berman
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M. Ethan Berman
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Chief Executive Officer & Director
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Pursuant to the
requirements of the Securities Act, this Post-Effective Amendment No. 1 to
the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ M. Ethan
Berman
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Chief Executive Officer &
Director
(
Principal Executive Officer
)
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May 28,
2010
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M. Ethan Berman
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/s/ David M.
Obstler
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Chief Financial Officer
(
Principal Financial Officer
)
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May 28,
2010
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David M. Obstler
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/s/ Eric Daniels
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Director of Finance
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May 28,
2010
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Eric Daniels
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(
Principal
Accounting Officer
)
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/s/ Lovida H. Coleman, Jr.
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Director
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May 25,
2010
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Lovida H.
Coleman Jr.
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/s/ Philip Duff
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Director
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May 21,
2010
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Philip Duff
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/s/ Rene M. Kern
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Director
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May 28,
2010
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Rene M. Kern
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/s/ Stephanie
Hanbury-Brown
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Director
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May 25,
2010
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Stephanie
Hanbury-Brown
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/s/ Christopher
Mitchell
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Director
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May 28,
2010
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Christopher
Mitchell
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3
/s/ Frank Noonan
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Director
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May 28,
2010
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Frank Noonan
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/s/ Thomas A.
Renyi
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Director
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May 28,
2010
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Thomas A. Renyi
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/s/ Lynn Sharp
Paine
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Director
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May 25,
2010
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Lynn Sharp Paine
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/s/ Stephen
Thieke
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Director
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May 28,
2010
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Stephen Thieke
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/s/ Robert
Trudeau
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Director
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May 25,
2010
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Robert Trudeau
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