UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 14, 2006
INTERCONTINENTALEXCHANGE, INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
001-32671
|
|
58-2555670 |
|
|
|
|
|
|
(State or other jurisdiction of
incorporation)
|
|
(Commission
File No.)
|
|
(I.R.S. Employer Identification
Number) |
2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (770) 857-4700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrants under any of the following provisions (see General Instruction
A.2. below):
|
|
|
| x |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01.
Other Events
IntercontinentalExchange,
Inc. (“ICE”) and The New York
Board of Trade, Inc. (the “NYBOT”) issued a joint press
release announcing that ICE and NYBOT entered into an
Agreement and Plan of Merger on September 14,
2006. A copy of the joint press release is attached to this report as Exhibit 99.1 and is incorporated
herein by reference. ICE and the NYBOT will host an investor call and presentation on
Friday, September 15 at 8:00 a.m. Eastern time. The presentation is available on ICE’s website and additional details regarding the
call and presentation are available in the attached joint press release. The
presentation is attached to this report as Exhibit 99.2. ICE intends to file an additional report on Form 8-K under which it will make
the disclosures required by Item 1.01 relating to the proposed merger with the NYBOT.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The
following exhibits are filed as part of this Report on Form 8-K:
| |
|
|
99.1
|
|
Joint press release dated September 14, 2006. |
| |
99.2
|
|
Investor Presentation. |
Forward-Looking Statements — Certain statements in this Form 8-K may contain forward-looking
information regarding IntercontinentalExchange, Inc., the New York Board of Trade, and the combined
company after the completion of the merger that are intended to be covered by the safe harbor for
“forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995.
These statements include, but are not limited to, the benefits of the merger transaction involving
ICE and NYBOT, including future strategic and financial benefits, the plans, objective,
expectations and intentions of ICE following the completion of the merger, and other statements
that are not historical facts. Such statements are based upon the current beliefs and expectations
of ICE’s management and are subject to significant risks and uncertainties. Actual results may
differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from those as set forth
in the forward-looking statements: the ability to obtain governmental approvals and rulings on or
regarding the transaction on the proposed terms and schedule; the failure of NYBOT members to
approve the merger; the risk that the businesses will not be integrated successfully; the risk that
the revenue opportunities, cost savings and other anticipated synergies from the merger may not be
fully realized or may take longer to realize than expected; disruption from the merger making it
difficult to maintain relationships with customers, employees or suppliers; competition and its
effect on pricing, spending and third-party relationships and revenues; social and political
conditions such as war, political unrest or terrorism; general economic conditions and normal
business uncertainty. Additional risks and factors are identified in ICE’s filings with the
Securities and Exchange Commission, including ICE’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2006.
You should not place undue reliance on forward-looking statements, which speak only as of the date
of this press release. Except for any obligations to disclosure material information under the
Federal securities laws, ICE undertakes no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date of this press release.
Important Merger Information
In connection with the proposed merger, ICE intends to file relevant materials with the SEC,
including a prospectus regarding the proposed transaction. Such documents, however, are not
currently available. INVESTORS ARE URGED TO READ THE PROSPECTUS REGARDING THE TRANSACTION WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain
a free copy of the prospectus, as well as other filings containing information about ICE and the
NYBOT without charge, at the SEC’s website (http: // www.sec.gov) once such documents are filed
with the SEC. Copies of the prospectus will also be available, without charge, once they are filed
with the SEC by directing a request to ICE at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia,
30328, Attention: Investor Relations; or by emailing a request to
ir@theice.com.
2