As filed with the Securities and Exchange Commission on July 13, 2005
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
MOODY'S CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-3998945
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Moody's Corporation
99 Church Street
New York, New York 10007
(Address, including zip code, of Registrant's principal executive office)
Amended and Restated 2001 Moody's Corporation Key Employees'
Stock Incentive Plan
(Full title of the Plan)
___________________
John J. Goggins, Esq.
Senior Vice President and General Counsel
Moody's Corporation
99 Church Street
New York, New York 10007
(212) 553-0300
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
Copies to:
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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CALCULATION OF REGISTRATION FEE
=================================================== ================ =============== ================== =============
Proposed
Maximum
Offering Proposed Maximum Amount of
Amount to be Price Per Aggregate Registration
Title of Securities to be Registered Registered(b) Share Offering Price Fee
--------------------------------------------------- ---------------- --------------- ------------------ -------------
Common Stock, $0.01 par value per share (a)........ 14,000,000 $44.62(c) $624,680,000(c) $73,525(c)
=================================================== ================ =============== ================== =============
(a) Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events, will not be exercisable or evidenced separately from
the Common Stock.
(b) This registration statement covers any additional shares of Common Stock
which become issuable under the Amended and Restated 2001 Moody's
Corporation Key Employees' Stock Incentive Plan as a result of any stock
split, stock dividend or similar transactions effected without receipt of
consideration which results in an increase in the number of shares of
Common Stock outstanding.
(c) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the amount of registration fee have been computed on the basis
of the average of the high and low prices of the Common Stock reported on
the New York Stock Exchange Composite Tape on July 7, 2005.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Moody's Corporation (the "Company" or
the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ending March 31, 2005.
(c) The Company's Current Reports on Form 8-K filed on February 16,
2005, April 27, 2005 and May 13, 2005.
(d) The Company's Annual Report relating to Employee Plans on Form 11-K
for the fiscal year ended December 31, 2004.
(e) The description of the Company's capital stock contained in the
Registration Statement on Form 10/A-2 filed on September 11, 2000.
(f) The description of the Company's Preferred Share Purchase Rights
contained in Amendment No. 1 to the Company's Registration
Statement on Form 8-A filed on May 18, 2005.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents. 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 or 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 required.
Item 5. Interests of Named Experts and Counsel
John J. Goggins, Esq., Senior Vice President and General Counsel of the
Company, has rendered an opinion as to the validity of the Common Stock offered
hereby. As of June 29, 2005, Mr. Goggins owned 22,054 shares of Common Stock
(including 9,402 shares of restricted stock) and held options to purchase
265,550 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that such officer, director,
employee or agent acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director actually and reasonably incurred.
The Company's Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including appeals, to the fullest extent permitted by the
laws of the State of Delaware. Such indemnification shall continue after an
individual ceases to be an officer or director and shall inure to the benefit
of the heirs, executors and administrators of such person. The Company's
Certificate of Incorporation also provides that a director of the Company shall
not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent such
exemption from liability or limitation thereof is not permitted under the
General Corporation Law of the State of Delaware as the same exists or may
hereafter be amended.
The indemnification rights conferred by the Certificate of Incorporation
of the Company are not exclusive of any other right to which a person seeking
indemnification may otherwise be entitled. The Company will also provide
liability insurance for the directors and officers for certain losses arising
from claims or charges made against them while acting in their capacities as
directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4.1 Restated Certificate of Incorporation of the Company, as amended,
effective June 30, 1998, and as further amended effective October
1, 2000 (incorporated herein by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K filed on October 4, 2000) and
April 26, 2005 (incorporated herein by reference to Exhibit 3.1 to
the Company's Current Report on Form 8-K filed on April 27, 2005)
4.2 Amended and Restated By-Laws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form 10 filed on June 18, 1998)
4.3 The Amended and Restated Rights Agreement, dated as of September
27, 2000, between the Company and EquiServe Trust Company, N.A.
(incorporated herein by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K filed on September 29, 2000)
4.4 The Amended and Restated Moody's Corporation 2001 Key Employees'
Stock Incentive Plan (incorporated herein by reference to Appendix
B to the Definitive Proxy Statement filed pursuant to Schedule
14(a) on March 24, 2004)
5 Opinion of John J. Goggins, Esq., Senior Vice President and General
Counsel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of John J. Goggins (included in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) 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; provided, however, that paragraph (1)(i) and (1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Sections 13 or 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(iii) 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.
(2) That, for the purposes of determining any liability under the 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.
(3) 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.
(4) That, for purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and each filing of the Profit Participation Plan's annual report
pursuant to 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.
(5) Insofar as indemnification for liabilities arising under the 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 Commission such indemnification is against
public policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.
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
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 this 13th day
of July, 2005.
MOODY'S CORPORATION
By: /s/ John J. Goggins
--------------------------------
John J. Goggins
Senior Vice President and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Raymond W. McDaniel, Jr. Chairman of the Board of Directors, July 12, 2005
------------------------------------- Chief Executive Officer and
Raymond W. McDaniel, Jr. Director (principal executive officer)
/s/ Linda S. Huber Executive Vice President and Chief July 12, 2005
------------------------------------- Financial Officer (principal financial
Linda S. Huber officer)
/s/ Joseph McCabe Vice President and Corporate Controller July 12, 2005
------------------------------------- (principal accounting officer)
Joseph McCabe
/s/ Basil L. Anderson Director July 12, 2005
-------------------------------------
Basil L. Anderson
/s/ Robert R. Glauber Director July 12, 2005
-------------------------------------
Robert R. Glauber
/s/ Ewald Kist Director July 12, 2005
-------------------------------------
Ewald Kist
/s/ Connie Mack Director July 12, 2005
-------------------------------------
Connie Mack
/s/ Henry A. McKinnell, Jr. Director July 12, 2005
-------------------------------------
Henry A. McKinnell, Jr. Ph.D.
/s/ Nancy S. Newcomb Director July 12, 2005
-------------------------------------
Nancy S. Newcomb
/s/ John K. Wulff Director July 12, 2005
-------------------------------------
John K. Wulff
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Restated Certificate of Incorporation of the Company, as amended,
effective June 30, 1998, and as further amended effective October
1, 2000 (incorporated herein by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K filed on October 4, 2000) and
April 26, 2005 (incorporated herein by reference to Exhibit 3.1 to
the Company's Current Report on Form 8-K filed on April 27, 2005)
4.2 Amended and Restated By-Laws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form 10 filed on June 18, 1998)
4.3 The Amended and Restated Rights Agreement, dated as of September
27, 2000, between the Company and EquiServe Trust Company, N.A.
(incorporated herein by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K filed on September 29, 2000)
4.4 The Amended and Restated Moody's Corporation 2001 Key Employees'
Stock Incentive Plan (incorporated herein by reference to Appendix
B to the Definitive Proxy Statement filed pursuant to Schedule
14(a) on March 24, 2004)
5 Opinion of John J. Goggins, Esq., Senior Vice President and General
Counsel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of John J. Goggins (included in Exhibit 5)
24 Power of Attorney