IDC Interactive Data Corp.

As filed with the Securities and Exchange Commission on March 4, 2010 Registration No. 333-              .

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Interactive Data Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		13-3668779
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

32 Crosby Drive,

Bedford, Massachusetts 01730

(Address of Principal Executive Offices)

 

 

INTERACTIVE DATA CORPORATION 2009 LONG-TERM INCENTIVE PLAN

(Full title of the plan)

 

 

Andrea H. Loew

Executive Vice President and General Counsel

32 Crosby Drive

Bedford, Massachusetts 01730

Telephone: (781) 687-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Copy to:

Gary S. Rothsiein, Esq.

Morgan, Lewis & Bockius LLP

502 Carnegie Center

Princeton, New Jersey 08540

(609) 919-6600

 

 

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 definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨   (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

Calculation of Registration Fee

 

Title of securities to be registered		Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of Registration fee
Common Stock, $.01 par value		6,000,000 (1)		$30.73 (2)		$184,380,000 (2)		$13,146.30

 

(1)

This Registration Statement registers an aggregate of 6,000,000 shares of the Registrant’s common stock, $.01 par value (the “ Common Stock ”), under the Registrant’s 2009 Long-Term Incentive Plan (the “ Plan ”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933 (the “ Securities Act ”), this Registration Statement also covers any additional shares of the Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transactions in accordance with anti-dilution provisions of the Plan.

(2)

Pursuant to Rules 457(c) and 457(h) under the Securities Act, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price as to the 6,000,000 shares of Common Stock registered with respect to future issuances under the Plan is based on the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on March 2, 2010 and is estimated solely for the purpose of calculating the registration fee.

 

 

 

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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1.

Plan Information.*

 

Item 2.

Registrant Information and Employee Plan Annual Information. *

 

*	Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the “Note” to Part I of Form S-8.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

Interactive Data Corporation (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

 

(a)

The Registrant’s Annual Report, as amended, on Form 10-K and for the fiscal year ended December 31, 2009 (Commission File No. 001-31555), filed on March 1, 2010 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in which there is set forth the audited financial statements for the Registrant’s fiscal year ended December 31, 2009; and

 

(b)

The description of the Common Stock contained in the Prospectus filed as part of the Registrant’s Statement on Form S-3 (Registration No. 333-21557), filed with the Commission on February 11, 1997, including any amendments or reports filed for the purpose of updating any such description.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K under the Exchange Act shall not be incorporated by reference into this Registration Statement. 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 subsequently filed document which also is 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.

Not Applicable.

 

Item 6.

Indemnification of Directors and Officers.

Under Section 145 of the General Corporation Law of the State of Delaware (the “ DGCL ”), the Registrant has powers to indemnify its directors and officers against liabilities that they may incur in such capacities, including liabilities under the Securities Act.

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Article Twelfth of the Certificate of Incorporation of the Registrant provides that each person who is or was a director or officer of the Registrant will be indemnified by the Registrant to the extent allowed under the Registrant’s By-Laws (the “ By-Laws ”).

Article IX of the By-Laws provide, in general, that the Registrant will indemnify its directors and officers under the circumstances defined in Section 145 of the DGCL. In particular directors and officers of the Registrant will be indemnified against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the director or officer in connection with an action, suit or proceeding, and any appeal therefrom (collectively an “ Action ”), in which the director or officer has been made or is threatened to be made a party, if the director or officer acted in good faith and in a manner which the director or officer reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal Action, had no reasonable cause to believe the director’s or officer’s conduct was unlawful.

In addition, Article IX of the By-Laws provides that directors and officers will be indemnified in any Action by or in the right of the Registrant if the director or officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Registrant; provided that no indemnification may be made if the director or officer is adjudged to be liable to the Registrant, unless, and only to the extent, that the applicable court hearing the matter decides that despite the adjudication of liability the director or officer is fairly and reasonably entitled to be indemnified.

In order for a director or officer to be indemnified, he or she must notify the Registrant in writing as soon as practicable following notice of any Action for which indemnity will or could be sought. Upon receipt of notice, the Registrant will be entitled to participate and/or to assume the defense of such Action at its own expense with legal counsel reasonably acceptable to the director or officer.

No indemnification will be provided by the Registrant under the By-Laws unless it is determined that indemnification is proper because the director or officer has met the applicable standard of conduct. Such determination will be made (1) by a majority vote of the directors who are not parties to the Action (“ Disinterested Directors ”), even though less than a quorum, or (2) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum, or (3) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. To the extent that a director or officer is successful on the merits or otherwise in defense of any Action or in defense of any claim, issue or matter therein, the officer or director will be indemnified against expenses without authorizations.

The By-Laws provide that the Registrant may advance the expenses incurred in defending any Action to which indemnification may be available upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the Registrant.

Under the By-Laws, the Registrant may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Registrant has the power to indemnify such person against such liability under the provisions of Section 145 of the DGCL.

 

Item 7.

Exemption from Registration Claimed.

Not Applicable.

 

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Item 8.

Exhibits.

 

Exhibit Number		Item
Exhibit 3.1		Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed November 14, 2002).
Exhibit 3.2		Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K filed on December 19, 2006).
Exhibit 4.1		Interactive Data Corporation 2009 Long-Term Incentive Plan (incorporated by reference to Appendix A, to the Company’s Proxy Statement on Schedule 14A filed on April 9, 2009).
Exhibit 5.1		Legal Opinion of Morgan, Lewis & Bockius LLP (filed herewith)
Exhibit 23.1		Consent of Ernst & Young LLP (filed herewith)
Exhibit 23.2		Consent of Morgan, Lewis & Bockius LLP (1) (filed herewith)
Exhibit 24.1		Power of Attorney (included on signature page)

 

(1)	Contained in the legal opinion.

 

Item 9.

Undertakings

A. The undersigned Registrant hereby undertakes:

(i) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(b) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (i) and (ii) of this section do not apply if the Registration Statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(ii) 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.

(iii) 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.

 

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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 Section 15(d) of the Exchange Act that is incorporated by reference in this 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 Securities and Exchange 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.

 

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SIGNATURE

Pursuant to the requirements of the Securities Act, Interactive Data Corporation, certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Registration Statement 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 Bedford, the Commonwealth of Massachusetts, on this 4th day March, 2010.

 

POWER OF ATTORNEY

Each person whose signature appears below hereby severally and individually constitutes and appoints each of Andrea H. Loew and Christine Sampson and each of them severally, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this Registration Statement, and all instruments necessary or advisable in connection therewith and to file the same with the Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments. This Power of Attorney has been signed on March 4, 2010 by the following persons in the respective capacities indicated below.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below March 4, 2010 by the following persons in the respective capacities indicated below.

 

Signature				Title
/ S /    R AYMOND D’A RCY				President, Chief Executive Officer and Director (principal executive officer)
Raymond D’Arcy
/ S /    R ONA A. F AIRHEAD				Chairman of the Board of Directors
Rona A. Fairhead
/ S /    C HRISTINE S AMPSON				Chief Financial Officer and Chief Accounting Officer (principal accounting officer and principal financial officer)
Christine Sampson
/ S /    M YRA R. D RUCKER				Director
Myra R. Drucker
/ S /    D ONALD P. G REENBERG				Director
Donald P. Greenberg

 

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/ S /    C ASPER J.A. H OBBS				Director
Casper J.A. Hobbs
/ S /    P HILIP J. H OFFMAN				Director
Philip J. Hoffman
/ S / D ONALD C. K ILBURN				Director
Donald C. Kilburn
/ S /    R OBERT C. L AMB , J R .				Director
Robert C. Lamb, Jr.
/ S /    V ICTOR R. S IMONE				Director
Victor R. Simone
/ S /    L UKE S WANSON				Director
Luke Swanson

 

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EXHIBIT INDEX

 

Exhibit Number		Item
Exhibit 3.1		Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed November 14, 2002).
Exhibit 3.2		Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K filed on December 19, 2006).
Exhibit 4.1		Interactive Data Corporation 2009 Long-Term Incentive Plan (incorporated by reference to Appendix A, to the Company’s Proxy Statement on Schedule 14A filed on April 9, 2009).
Exhibit 5.1		Legal Opinion of Morgan, Lewis & Bockius LLP (filed herewith)
Exhibit 23.1		Consent of Ernst & Young LLP (filed herewith)
Exhibit 23.2		Consent of Morgan, Lewis & Bockius LLP (1) (filed herewith)
Exhibit 24.1		Power of Attorney (included on signature page)

 

(1)	Contained in the legal opinion.

 

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