8-K 1 a05-14378_18k.htm 8-K

 

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):  August 5, 2005

 

MORNINGSTAR, INC.

(Exact name of registrant as specified in its charter)

 

Illinois

 

000-51280

 

36-3297908

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

 

 

225 West Wacker Drive
Chicago, Illinois

 

60606

 

 

(Address of principal executive offices)

 

(Zip Code)

 

(312) 696-6000

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

o    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 7.01.       Regulation FD Disclosure.

 

The following information is included in this Current Report on Form 8-K as a result of Morningstar, Inc.’s policy regarding public disclosure of corporate information. Answers to additional inquiries, if any, that comply with this policy are scheduled to become available on September 2, 2005.

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

 

This current report on Form 8-K contains forward-looking statements.  These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.  In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terminology.  You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance, or achievements.

 

Other factors that could materially affect actual results, levels of activity, performance, or achievements can be found in Morningstar’s other filings with the Securities and Exchange Commission, including Morningstar’s Prospectus filed on May 4, 2005 and quarterly report on Form 10-Q filed on May 18, 2005.  If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected.  Any forward-looking statement you read in this current report on Form 8-K reflects our current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to our operations, results of operations, growth strategy, and liquidity.  We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.

 

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Investor Questions and Answers: August 2005

 

We plan to make written responses available addressing investor questions about our business on the first Friday of every month. The following answers respond to questions received through August 4, 2005. We intend to answer as many questions as time allows, although we will not answer product support questions through this channel. We may wait to respond to a given question until the following month if we need more time to research the answer.

 

If you would like to submit a question, please send an e-mail to investors@morningstar.com, contact us via fax at 312-696-6009, or write to us at the following address:

 

Morningstar, Inc.
Investor Relations
225 West Wacker Drive
Chicago, IL 60606

 

Second Quarter Earnings Release Date

 

1.                                      When do you release your second quarter 2005 earnings?

 

We plan to release our financial results for the second quarter on Wednesday, August 10, before the market opens.

 

Morningstar.com Development Plans

 

2.                                      Are you continuing to invest in your Morningstar.com Web site to support newer browsers like Mozilla’s Firefox?

 

Yes. We’ve recently started to integrate Firefox in our development efforts, and all of the new pages currently being developed for Morningstar.com will be fully compatible with this browser. We’ve also started the process of updating existing pages on the site to support Firefox. We expect that most of the pages on the site will be compatible with Firefox in approximately 12 months.

 

Investor Communications

 

3.                                      [Regarding the company’s policy of not holding investor conference calls:] Why doesn’t the company choose to communicate with the investment community directly and allow all investors to hear each other’s concerns?

 

Our goal is to communicate equally with all investors, without special treatment for large shareholders or research analysts. Instead of taking questions in conference calls, which often are tailored more toward sell-side or buy-side analysts and don’t provide individual investors an opportunity to actively participate by asking questions, we’ve chosen to address questions in a written format through these monthly 8-K documents. This policy allows all investors to submit questions and enables everyone to access all the questions and our responses. Our intent is to keep investors fully up-to-speed on what’s happening at Morningstar, but to do so in a way that treats everyone equally.

 

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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.

 

 

MORNINGSTAR, INC.

 

 

 

 

 

 

Date: August 5, 2005

By:

/s/ Martha Dustin Boudos

 

 

Name:

Martha Dustin Boudos

 

Title:

Chief Financial Officer

 

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