Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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
incorporation or organization) Identification No.)
One Greenwich Plaza
Greenwich, Connecticut 06830
(203) 863-1500
(Address of Principal Executive Offices) (Zip Code)
The FactSet Research Systems Inc. 1994 Stock Option Plan
The FactSet Research Systems Inc. 1996 Stock Option Plan
(Full title of the plan)
Ernest S. Wong
Senior Vice President and Chief Financial Officer
FactSet Research Systems Inc.
One Greenwich Plaza
Greenwich, Connecticut 06830
(Name and address of agent for service)
(203) 863-1500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities to be Amount to be offering price offering registration
registered registered per share (1) price (1) fee
---------------- ----------- -------------- ---------- ------------
Common Stock, par value
$.01 per share......... 2,450,000 $18.88 $46,256,000 $14,017
(1) The price of $18.88 per share, which was the average of
the high and low prices of Common Stock as reported in the New York
Stock Exchange consolidated reporting system on February 20, 1997, is
set forth solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Commission.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by FactSet
Research Systems Inc. (the "Company") are incorporated herein by
reference as of their respective dates:
(a) FactSet Research Systems Inc. Annual Report on Form 10-K for
the fiscal year ended August 31, 1996 (and the documents incorporated
by reference therein).
(b) FactSet Research Systems Inc. Quarterly Report on Form 10-Q
for the quarter ended November 30, 1996 (and the documents
incorporated by reference therein).
(c) FactSet Research Systems Inc. Registration Statement on Form
S-1 (File No. 333-04238) filed with the Commission on June 26, 1996,
containing a description of the Common Stock.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment, which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed
document that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The Company will provide without charge to each person to whom a
copy of this Registration Statement is delivered, upon the written or
oral request of such person, a copy of any or all of the documents
incorporated by reference (except for exhibits thereto unless
specifically incorporated by reference therein). Requests for such
copies should be directed to the Chief Financial Officer, FactSet
Research Systems Inc., One Greenwich Plaza, Greenwich, Connecticut
06830, (203) 863-1500.
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<PAGE>
Item 4. Description of Securities.
The class of securities to be offered pursuant to this
registration statement have been registered under Section 12 of the
Exchange Act. See Item 3 - Incorporation of Documents by Reference.
Item 5. Interest of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed
upon by Cravath, Swaine & Moore.
Item 6. Indemnification of Directors and Officers.
Information relating to indemnification of directors and officers
is incorporated by reference herein from Item 14 of the Company's
Registration Statement on Form S-1 (No. 333-04238).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4(a) Restated Certificate of Incorporation (filed as Exhibit 3.1
to the Company's Registration Statement on Form S-1 (File
No. 333-04238) filed with the Commission on June 26, 1996).*
4(b) By-laws (filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (File No. 333-04238) filed with the
Commission on June 26, 1996). *
4(c) Description of the Company's Common Stock incorporated by
reference to the Company's Registration Statement on Form
S-1 (File No. 333-04238) filed with the Commission on June
26, 1996.*
5 Opinion of Cravath, Swaine & Moore.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Cravath, Swaine & Moore (included in Exhibit 5).
24 Powers of Attorney (contained on signature page).
- --------
* Incorporated by reference.
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<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"), each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on the Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Greenwich, State
of Connecticut, on this 24th day of February, 1997.
FACTSET RESEARCH SYSTEMS INC.
by /s/ Ernest S. Wong
-----------------------------
Ernest S. Wong
Senior Vice President and Chief
Financial Officer
Each person whose signature appears below appoints Ernest S.
Wong, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
anything appropriate or necessary to be done, as fully and for all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or
his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Titles Dates
Chairman of the Board of February 24, 1997
/s/ Howard E. Wille Directors and Chief
- ----------------------- Executive Officer
Howard E. Wille (Principal Executive
Officer)
/s/ Charles J. Snyder President, Chief Technology February 24, 1997
- ----------------------- Officer and Director
Charles J. Snyder
/s/ Joseph E. Laird, Jr. Director February 24, 1997
- -----------------------
Joseph E. Laird, Jr.
Senior Vice President and February 24, 1997
/s/ Ernest S. Wong Chief Financial Officer
- ----------------------- (Principal Accounting
Ernest S. Wong Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4(a) Restated Certificate of Incorporation (filed as Exhibit 3.1
to the Company's Registration Statement on Form S-1 (File
No. 333-04238) filed with the Commission on June 26, 1996).*
4(b) By-laws (filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (File No. 333-04238) filed with the
Commission on June 26, 1996). *
4(c) Description of the Company's Common Stock incorporated by
reference to the Company's Registration Statement on Form
S-1 (File No. 333-04238) filed with the Commission on June
26, 1996.*
5 Opinion of Cravath, Swaine & Moore.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Cravath, Swaine & Moore (included in Exhibit 5).
24 Powers of Attorney (contained on signature page).
- --------
* Incorporated by reference.
EXHIBIT 5
[Letterhead of]
CRAVATH, SWAINE & MOORE
February 24, 1997
FactSet Research Systems Inc.
Form S-8 Registration Statement
Dear Sirs:
We have acted as counsel for FactSet Research Systems Inc.,
a Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
being filed by the Company on the date hereof with the Securities and
Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to 2,450,000
shares of Common Stock, par value $.01 per share, of the Company (the
"Common Stock"), which may be issued pursuant to the 1994 Stock Option
Plan and the 1996 Stock Option Plan (together, the "Plans").
In connection with the foregoing, we have examined
originals, or copies certified or otherwise identified to our
satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for the purpose
of this opinion.
Based upon the foregoing, we are of opinion that the Common
Stock is validly authorized and, when issued under the Plans in
accordance with the terms thereof for consideration having a value not
less than the par value thereof, will be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules
and Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore
FactSet Research Systems Inc.
One Greenwich Plaza
Greenwich, CT 06830
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated October 4, 1996
appearing on page 33 of FactSet Research System Inc.'s Annual Report
on Form 10-K for the year ended August 31, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
February 19, 1997
EXHIBIT 24
POWER OF ATTORNEY
Contained on signature page.
