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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

 

April 1, 2011

Date of Report (Date of earliest event reported)

 

NYSE Euronext

(Exact name of registrant as specified in its charter)

 

Delaware

001-33392

20-5110848

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

11 Wall Street

New York, New York



10005

(Address of principal executive offices)                   

(Zip Code)

 

Registrant's telephone number, including area code: (212) 656-3000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)                   

 

 

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:

 

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[X]   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 CFR 240.13e-4(c))

 

 

 

 

ITEM 8.01  OTHER EVENTS

 

On April 1, 2011, NYSE Euronext issued a press release in response to an unsolicited proposal from Nasdaq OMX Group, Inc. and IntercontinentalExchange Inc. to acquire all outstanding shares of NYSE Euronext. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

 

Also on April 1, 2011, Duncan Niederauer, Chief Executive Officer of NYSE Euronext, sent an email to NYSE Euronext employees that contained information related to the business combination with Deutshce Börse.  An excerpt from the email is attached as Exhibit 99.2 to this report and incorporated herein by reference.

 

 

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

 

 (d)      Exhibits

                               

Exhibit Number

Description

 

99.1

Press release entitled “NYSE Euronext to Review Unsolicited Proposal from Nasdaq OMX Group, Inc. and IntercontinentalExchange, Inc; Shareholders Advised to Take No Action Pending Review,” dated April 1, 2011 (solely furnished and not filed for purposes of Item 8.01).

99.2

Excerpt from email from Duncan Niederauer, Chief Executive Officer of NYSE Euronext, to employees of NYSE Euronext, dated April 1, 2011 (solely furnished and not filed for purposes of Item 8.01).

 

 

 

 

SIGNATURES

 

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.

 

 

                                                             NYSE Euronext

 

Dated: April 1, 2011                            By:    /s/ Janet L. McGinness                                                                            

                                                             Name:     Janet L. McGinness

                                                             Title:       Senior Vice President &

                                                                            Corporate Secretary

                                             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit Index

 

                               

Exhibit Number

Description

 

99.1

Press release entitled “NYSE Euronext to Review Unsolicited Proposal from Nasdaq OMX Group, Inc. and IntercontinentalExchange, Inc; Shareholders Advised to Take No Action Pending Review,” dated April 1, 2011 (solely furnished and not filed for purposes of Item 8.01).

99.2

Excerpt from email from Duncan Niederauer, Chief Executive Officer of NYSE Euronext, to employees of NYSE Euronext, dated April 1, 2011 (solely furnished and not filed for purposes of Item 8.01).