View:
Download DOC
Download PDF
Download XLS
fds20131029_8k.htm

 

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): October 30, 2013

 

FactSet Research Systems Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

1-11869

13-3362547

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

 

601 Merritt 7

Norwalk, Connecticut 06851

(Address of principal executive offices)

 

(203) 810-1000

(Registrant’s telephone number, including area code)

 

 

 

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:

 

☐

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 4.01

Changes in Registrants’s Certifying Accountant.

 

On October 30, 2013, the Audit Committee of the Board of Directors of FactSet Research Systems Inc. (“FactSet” or the “Company”) engaged Ernst & Young LLP (“EY”) as FactSet’s independent registered public accounting firm commencing with the fiscal year ending August 31, 2014. A copy of the Company’s press release is filed as Exhibit 99.1 to this Form 8-K.

 

PricewaterhouseCoopers LLP (“PwC”) performed the audit of the Company’s consolidated financial statements for the fiscal year ended August 31, 2013 and was dismissed as the independent registered public accounting firm upon completion of the audit on October 30, 2013. During the Company’s fiscal years ended August 31, 2013 and 2012 and through October 30, 2013, FactSet had no disagreements with PwC on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to PwC’s satisfaction, would have caused it to make reference to the matter in conjunction with its report on the Company’s consolidated financial statements for the relevant year; and during that same period there were no reportable events as defined in Item 304(a)(1)(v) of SEC Regulation S-K.

 

PwC’s audit reports on FactSet’s consolidated financial statements for the fiscal years ended August 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. A copy of PwC’s letter to the Securities and Exchange Commission dated October 30, 2013 is filed as Exhibit 16.1 to this Form 8-K.

 

During FactSet’s fiscal years ended August 31, 2013 and 2012 and through October 30, 2013, neither FactSet, nor anyone on behalf of FactSet, consulted with EY with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on FactSet’s consolidated financial statements, and no written report or oral advice was provided by EY to FactSet that EY concluded was an important factor considered by FactSet in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

 

 

Item 9.01

Financial Statements and Exhibits. 

 

(d) Exhibits

 

Exhibit 

No.

  Description

16.1

  

Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated October 30, 2013.

     

99.1

  

Press Release dated October 30, 2013 regarding the selection of Ernst & Young LLP as FactSet’s independent registered public accounting firm.

 

 
 
 

 

SIGNATURES

 

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 thereunto duly authorized.

 

 

FACTSET RESEARCH SYSTEMS INC.

 

(Registrant)

   
   

Date: October 30, 2013

/s/ MAURIZIO NICOLELLI 

 

Maurizio Nicolelli

 

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

 

 

 
 
 

 

EXHIBIT INDEX 

 

Exhibit No.

  Description

16.1

  

Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated October 30, 2013.

     

99.1

  

Press Release dated October 30, 2013 regarding the selection of Ernst & Young LLP as FactSet’s independent registered public accounting firm.

 

ex16-1.htm

 

Exhibit 16.1

 

 

 

 

 

 

 

 

October 30, 2013

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Commissioners:

 

We have read the statements made by FactSet Research Systems Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of FactSet Research Systems Inc. dated October 30, 2013. We agree with the statements concerning our Firm included under Item 4.01 in such Form 8-K.

 

 

Very truly yours,

 

 

 

/s/ PricewaterhouseCoopers LLP

 

 

 

 

 

 

 

PricewaterhouseCoopers LLP, 300 Atlantic Street, Stamford, CT 06901

T: (203) 539 3000, F: (813) 207 3999, www.pwc.com/us

 

ex99-1.htm

 

Exhibit 99.1

 

FactSet Research Systems Inc.

601 Merritt 7

Norwalk, Connecticut 06851
203.810.1000 / 203.810.1001 Fax

 

News Release

 

FOR IMMEDIATE RELEASE

 

FactSet Selects Ernst & Young as its Independent Registered Public Accounting Firm

 

NORWALK, Conn., October 30, 2013 - FactSet Research Systems Inc. (NYSE:FDS) (NASDAQ:FDS), a leading provider of integrated financial information and analytical applications to the global investment community, today announced it has selected Ernst & Young LLP (“EY”) as its independent registered public accounting firm for the fiscal year ending August 31, 2014. EY replaces PricewaterhouseCoopers LLP, which performed the fiscal 2013 audit.

 

The Audit Committee of FactSet’s Board of Directors made this selection after conducting a thorough, formal review, and soliciting proposals from multiple accounting firms. This review was consistent with the Audit Committee’s responsibility to regularly evaluate the independent registered public accounting firm’s performance and to conduct a periodic competitive review as a matter of best practices. FactSet has had a good working relationship with PricewaterhouseCoopers for several years, and the Company thanks PricewaterhouseCoopers for its service.

 

About FactSet

FactSet, a leading provider of financial information and analytics, helps the world’s best investment professionals outperform. More than 50,000 users stay ahead of global market trends, access extensive company and industry intelligence, and monitor performance with FactSet’s desktop analytics, mobile applications, and comprehensive data feeds. The Company has been included in FORTUNE's Top 100 Best Companies to Work For, the United Kingdom’s Great Places to Work and France’s Best Workplaces. FactSet is listed on the New York Stock Exchange and NASDAQ (NYSE:FDS) (NASDAQ:FDS). Learn more at www.factset.com, and follow us on Twitter: www.twitter.com/factset.