8-K 1 ms959985-8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 25, 2007 Morgan Stanley Spectrum Select L.P. ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 0-19511 13-3619290 ------------------------------------------------------------------------------ (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) c/o Demeter Management Corporation, 522 Fifth Avenue, 13th Floor, New York, NY 10036 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 296-6846 ------------------------------------------------------------------------------ (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 (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 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. ------------------------------------------- On July 25, 2007, Demeter Management Corporation, the general partner of the Registrant (the "General Partner"), on behalf of the Registrant and other limited partnerships of which it is the general partner, Morgan Stanley & Co. Incorporated and The Bank of New York (the "Escrow Agent") entered into an escrow agreement (the "Escrow Agreement"), pursuant to which the Escrow Agent will act as escrow agent in connection with subscription for and sale of units of limited partnership interest in the Registrant and other limited partnerships of which the General Partner is the general partner. A copy of the Escrow Agreement is filed herewith as Exhibit 10.10 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. ---------------------------------- (d) Exhibits. Exhibit Number Description -------------- ----------- 10.10 Escrow Agreement among Demeter Management Corporation, Morgan Stanley & Co. Incorporated and The Bank of New York. SIGNATURE 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. MORGAN STANLEY SPECTRUM SELECT L.P. Date: July 25, 2007 By: Demeter Management Corporation as General Partner /s/ Walter Davis ----------------------------------------- Name: Walter Davis Title: President