f10qa2q04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
|X| QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended February 29, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-11869
FACTSET RESEARCH SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
13-3362547 |
(State or other jurisdiction of |
|
(I.R.S. Employer Identification No.) |
incorporation or organization) |
|
|
|
|
|
One Greenwich Plaza, Greenwich, Connecticut |
|
06830 |
(Address of principal executive office) |
|
(Zip Code) |
|
|
|
Registrants telephone number, including area code: |
|
(203) 863-1500 |
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes [X] No [_]
The total number of shares
of the registrants common stock, $.01 par value, outstanding on February
29, 2004, was 31,966,907.
FactSet
Research Systems Inc.
Form
10Q/A
Explanatory Note
Pursuant
to Rule 12b-15 of the Securities Exchange Act of 1934, FactSet Research Systems
Inc. hereby amends its Form 10-Q for the fiscal quarter ended February 29, 2004
by amending and restating Items 4 and 6 in their entirety.
|
|
|
|
|
|
|
Item 4. |
Submission of Matters to a Vote of Security Holders: |
|
The Annual Meeting of Shareholders of FactSet Research Systems Inc. was held on January 8, 2004. |
|
|
|
|
|
|
|
|
1. Three nominees to the Board of Directors were elected: |
|
|
|
|
|
|
|
|
Director |
Term |
For |
Not For |
Abstain |
|
|
Scott A. Billeadeau |
3 yrs. |
30,525,095 |
1,269,038 |
|
|
|
Philip A. Hadley |
3 yrs. |
30,796,169 |
998,764 |
|
|
|
John C. Mickle |
3 yrs. |
30,618,333 |
1,176,600 |
|
|
|
|
|
|
|
|
|
|
2. The
appointment of PricewaterhouseCoopers LLP as independent public accountants of
|
|
the Company was ratified: |
|
|
|
|
|
|
|
|
For |
|
31,191,748 |
|
|
|
|
Not for |
|
468,825 |
|
|
|
|
Abstain |
|
134,360 |
|
|
|
|
|
|
Item 6: |
Exhibits and Reports on Form 8-K: |
|
|
|
|
(a) Exhibits: |
|
|
|
|
EXHIBIT |
|
|
NUMBER |
DESCRIPTION |
|
|
|
|
10.2 |
Amendment to 364-Day Credit Agreement, dated March 25, 2004* |
|
10.9 |
Stock Purchase and Amendment Agreement, dated January 21, 2004, between the Company and Howard E. Wille* |
|
10.10 |
Lease dated December 17, 2003, between the Company and Merritt 7 Venture L.L.C. (released from escrow on January 8, 2004)* |
|
31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
|
31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
|
32.1 |
Section 1350 Certification of Principal Executive Officer* |
|
32.2 |
Section 1350 Certification of Principal Financial Officer* |
|
* Incorporated by reference to the Company quarterly report on Form 10-Q for the fiscal quarter ended February 29, 2004. |
|
|
|
|
(b) Reports on Form 8-K: |
We filed or furnished one report
on Form 8-K during the quarter ended February 29, 2004. Information regarding the item
on which we reported is as follows:
|
|
|
|
|
|
|
Date Filed or Furnished |
|
Item No. |
|
Description |
|
December 16, 2003 |
|
Items 7 |
|
On December 16, 2003, we announced our results for the |
|
|
|
and 12 |
|
three months ended November 30, 2003.* |
|
|
|
|
|
|
|
* The furnished Form 8-K is not to be deemed filed or incorporated by reference into any filing.
|
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
|
FACTSET RESEARCH SYSTEMS INC. Registrant |
Date: July 14, 2004 |
/s/ ERNEST S. WONG
Ernest S. Wong,
Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
EXHIBIT |
|
|
NUMBER |
|
|
|
|
|
31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
|
|
|
|
31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
EXHIBIT 31.1
Certification Pursuant To Rule 13a-14 Or 15d-14
Of The Securities Exchange Act Of 1934,
As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002
I, Philip A. Hadley, certify that:
- I have reviewed this
quarterly report on Form 10-Q/A of FactSet Research Systems Inc.;
- Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
- Based on my knowledge, the
financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
- The registrants other
certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and
15d-15e) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f))for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control
over financial reporting that occurred during the registrants most recent
fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the registrants internal control over financial reporting; and
- The registrants other
certifying officers and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrants auditors
and the audit committee of the registrants board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that
involves management or other employees who have any significant role in the
registrants internal control over financial reporting.
|
/s/ Philip A. Hadley
Philip A. Hadley
Chief Executive Officer |
EXHIBIT 31.2
Certification Pursuant To Rule 13a-14 Or 15d-14
Of The Securities Exchange Act Of 1934,
As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002
I, Ernest S. Wong, certify that:
- I have reviewed this
quarterly report on Form 10-Q/A of FactSet Research Systems Inc.;
- Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
- Based on my knowledge, the
financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
- The registrants other
certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and
15d-15e) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f))for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control
over financial reporting that occurred during the registrants most recent
fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the registrants internal control over financial reporting; and
- The registrants other
certifying officers and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrants auditors
and the audit committee of the registrants board
of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that
involves management or other employees who have any significant role in the
registrants internal control over financial reporting.
|
/s/ Ernest S. Wong
Ernest S. Wong
Chief Financial Officer |