IntercontinentalExchange, Inc.
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): March 7, 2008
INTERCONTINENTALEXCHANGE, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-32671 |
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58-2555670 |
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(State or other
jurisdiction of
incorporation) |
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(Commission
File No.) |
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(I.R.S. Employer
Identification Number) |
2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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IntercontinentalExchange,
Inc. (ICE) announced that Chairman and Chief Executive Officer
Jeffrey C. Sprecher and Continental Power Exchange, Inc. (CPEX) have each adopted pre-arranged
stock trading plans. The trading plans were adopted on February 3, 2008, pursuant to guidelines
specified under Rule 10b5-1 of the Securities Exchange Act of 1934. The trading plans commence in
March 2008 and contemplate stock option exercises and stock sales during the remainder of 2008. Mr.
Sprecher owns 100% of the equity interest in CPEX and CPEX has no operations and no assets other
than its equity interest in ICE.
Mr. Sprecher
and CPEXs pre-arranged trading plans will enable Mr. Sprecher to diversify his
personal investment portfolio, implement certain tax planning measures, and pay income taxes
incurred in connection with the delivery or exercise of his equity awards. The sales under the
trading plans represent less than 15 percent of Mr. Sprechers combined holdings of stock (directly
or indirectly through CPEX) and vested and unvested restricted stock and stock options for ICE
common stock. Rule 10b5-1 allows officers and directors of public companies, at a time they are
not aware of material nonpublic information, to adopt predetermined trading plans for buying and
selling shares without regard to any subsequent non-public information the individual may receive.
Forward-Looking Statements Certain
statements in this Current Report on Form 8-K may contain
forward-looking information regarding IntercontinentalExchange, Inc. that are intended to be
covered by the safe harbor for forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations
of ICEs management and are subject to significant risks and uncertainties. Actual results may
differ materially from those set forth in the forward-looking statements. For a discussion of
risks and uncertainties that could cause actual results to differ from those contained in any
forward-looking statements, see ICEs Securities and Exchange Commission (SEC) filings, including,
but not limited to, the risk factors in ICEs Annual Report on Form 10-K for the year ended
December 31, 2007, as filed with the SEC on February 13, 2008. You should not place undue reliance
on forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.
Except for any obligations to disclosure material information under the Federal securities laws,
ICE undertakes no obligation to publicly update any forward-looking statements to reflect events or
circumstances after the date of this Current Report on Form 8-K.
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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.
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INTERCONTINENTALEXCHANGE, INC.
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/s/ Scott A. Hill |
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Scott A. Hill |
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Senior Vice President, Chief Financial Officer |
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Date: March 07, 2008
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