Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14 2010




(Exact name of Registrant as specified in its charter)




Delaware   001-31555    13-3668779

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


32 Crosby Drive, Bedford, Massachusetts   01730
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (781) 687-8800



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 CFR240.13e-4(c))




Section 8 – Other Events


Item 8.01. Other Events.

On May 14, 2010, a complaint was filed in the Court of Chancery of the State of Delaware by Brad Marques, naming as defendants each member of the Board of Directors (the “Board”) of Interactive Data Corporation (the “Company”), such members being Rona Fairhead, Raymond D’Arcy, Donald Greenberg, Philip Hoffman, Robert Lamb, Caspar Hobbs, Myra Drucker, Donald Kilburn, Victor Simone and Luke Swanson, the Company, Pearson DBC Holdings, Inc. (“Pearson”), Silver Lake Technology Management L.L.C. (“Silver Lake”), Warburg Pincus LLC (“Warburg”), Hg Investors LLC (“Hg Investors”) and Igloo Merger Corporation (along with Hg Investors, as affiliates of Silver Lake and Warburg) regarding the proposed acquisition of the Company by Hg Investors (the “Proposed Transaction”). Mr. Marques alleges in his complaint that he is a stockholder of the Company and asserts breach of fiduciary duty claims against the individual members of the Board and Pearson, and aiding and abetting claims against the Company, Pearson, Silver Lake, Warburg and the individual members of the Board. Mr. Marques purports to sue on his own behalf and on behalf of a class consisting of the Company’s stockholders and their successors in interest (other than the defendants and their affiliates). Mr. Marques purports to seek to enjoin the Proposed Transaction or, in the event the Proposed Transaction is consummated prior to the entry of a final judgement, recission of the Proposed Transaction or an award of rescissory damages. The defendants intend to defend the lawsuit vigorously, including opposing any efforts to enjoin the Proposed Transaction.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


In connection with the Merger, the Company will prepare an information statement to be filed with the SEC that will provide additional important information concerning the Merger, including the necessary procedures to be followed by stockholders who wish to exercise appraisal rights. When completed, a definitive information statement will be mailed to the stockholders of the Company. The Company’s stockholders will be able to obtain, without charge, a copy of the information statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain, without charge, a copy of the information statement and other relevant documents (when available) by directing a request by mail or telephone to Interactive Data Corporation, 32 Crosby Drive Bedford, MA 01730, Attn: Investor Relations, telephone: (781) 687-8500, or from the Company’s website, http://www.interactivedata.com.

Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the information statement for the Company’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on April 15, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers and Pearson in the Merger, which may be different than those of the Company’s stockholders generally, by reading the information statement and other relevant documents regarding the Merger, when filed with the SEC.


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.


Date: May 19, 2010   By:  

/S/  ANDREA H. LOEW        

  Name:   ANDREA H. LOEW
  Title:   Executive Vice President, General Counsel and Corporate Secretary