For the fiscal quarter ended February 29, 2004
OR
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) | ||
| 601 Merritt 7, Norwalk, Connecticut | 06851-1092 | |
| (Address of principal executive office) | (Zip Code) | |
| Registrant’s telephone number, including area code: | (203) 810-1000 |
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 registrant’s Common Stock, $.01 par value, outstanding on February 29, 2004, was 31,966,907.
Explanatory Note
Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, Fact Set Research Systems Inc. hereby amends its Form 10-Q for the fiscal quarter ended February 29, 2004, by amending and restating Item 6 in its entirety to note the confidential treatment request separately filed with the Securities and Exchange Commission for portions of Exhibit 10.10 thereto.
| 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. | |||
| † Portions of this Exhibit have been omitted and separately filed with the Commission with a request for confidential treatment. | |||
| (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. | |||
| EXHIBITS | |||
| 10.10 | Lease dated December 17, 2003, between the Company and Merritt 7 Venture L.L.C. † | ||
| 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 | ||
| † Portions of this Exhibit have been omitted and separately filed with the Commission with a request for confidential treatment. | |||
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: | September 27, 2004 | /s/ ERNEST S. WONG | |
| –––––––––––––––––––––––––––––––– | |||
| Ernest S. Wong, | |||
| Senior Vice President, Chief Financial Officer, | |||
| Treasurer and Secretary |
EXHIBIT 31.1 CERTIFICATION
I, Philip A. Hadley, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of FactSet Research Systems Inc.;
2. 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| Date: September 27, 2004 | ||
| /s/ Philip A. Hadley | ||
| Philip A. Hadley | ||
| Chief Executive Officer |
EXHIBIT 31.2 CERTIFICATION
I, Ernest S. Wong, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of FactSet Research Systems Inc.;
2. 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| Date: September 27, 2004 | ||
| /s/ Ernest S. Wong | ||
| Ernest S. Wong | ||
| Chief Financial Officer |
FACTSET RESEARCH SYSTEMS INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of FactSet Research Systems Inc. (the “Company”) on Form 10-Q for the period ending November 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Philip A. Hadley, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Philip A. Hadley | ||
| Philip A. Hadley | ||
| Chairman and Chief Executive Officer | ||
| September 27, 2004 |
A signed original of this written statement required by Section 906 has been provided to FactSet Research Systems Inc. and will be retained by FactSet Research Systems Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
FACTSET RESEARCH SYSTEMS INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of FactSet Research Systems Inc. (the “Company”) on Form 10-Q for the period ending November 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ernest S. Wong, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Ernest S. Wong | ||
| Ernest S. Wong | ||
| Chief Financial Officer | ||
| September 27, 2004 |
A signed original of this written statement required by Section 906 has been provided to FactSet Research Systems Inc. and will be retained by FactSet Research Systems Inc. and furnished to the Securities and Exchange Commission or its staff upon request.