AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FACTSET RESEARCH SYSTEMS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 7374 13-3362547
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Number) Identification No.)
Incorporation or
Organization)
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ONE GREENWICH PLAZA
GREENWICH, CONNECTICUT 06830
(203) 863-1500
(Addresss, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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HOWARD E. WILLE
CHAIRMAN & CHIEF EXECUTIVE OFFICER
FACTSET RESEARCH SYSTEMS INC.
ONE GREENWICH PLAZA
GREENWICH, CONNECTICUT 06830
(203) 863-1500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
WILLIAM P. ROGERS, JR., ESQ. SARAH JONES BESHAR, ESQ.
CRAVATH, SWAINE & MOORE DAVIS POLK & WARDWELL
WORLDWIDE PLAZA 450 LEXINGTON AVENUE
825 EIGHTH AVENUE NEW YORK, NEW YORK 10017
NEW YORK, NEW YORK 10019 (212) 450-4131
(212) 474-1270
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registrastion Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ Reg. No. 333-4238
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
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If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM
OFFERING
AMOUNT PRICE PER PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE SHARE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE(1) REGISTRATION FEE
Common Stock, par value $.01 per share............. 64,339 shares $17 $1,093,750 $378.00
(1) CALCULATED PURSUANT TO RULE 457 UNDER THE SECURITIES ACT.
STATEMENT PURSUANT TO RULE 462(b)
The contents contained in Registration Statement No. 333-4238 filed
with the Commission on April 30, 1996, as amended by Amendment No. 1
thereto filed with the Commission on June 5, 1996, Amendment No. 2 therein
filed with the Commission on June 26, 1996 are incorporated by reference into,
and shall be deemed part of, this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Greenwich, Connecticut,
on June 28, 1996.
FACTSET RESEARCH SYSTEMS INC.
By: /s/ Howard E. Wille
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Howard E. Wille
Chairman of the Board of
Directors and Chief Executive Officer
Each person whose signature appears below appoints Howard E. Wille, 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
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/s/ Howard E. Wille
- ---------------------------- Chairman of the Board of Directors and Chief June 28, 1996
Howard E. Wille Executive Officer (Principal Executive Officer)
/s/ Charles J. Snyder
- ---------------------------- President and Director June 28, 1996
Charles J. Snyder
/s/ Ernest S. Wong
- ---------------------------- Chief Financial Officer (Principal Accounting Officer) June 28, 1996
Ernest S. Wong
- ---------------------------- Director June 28, 1996
Joseph E. Laird, Jr.
EXHIBIT INDEX
Exhibit
Number
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*5.1 Opinion of Cravath, Swaine & Moore.
*23.1 Consent of Price Waterhouse, LLP.
*23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 5.1).
*24.1 Powers of attorney for the Company (contained on the signature page of
this Registration Statement).
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* Filed herewith.
Exhibit 5.1
[CRAVATH, SWAINE & MOORE LETTERHEAD]
June 28, 1996
Ladies and Gentlemen:
Reference is made to the initial public offering by FactSet Research
Systems Inc., a Delaware corporation (the "Company"), of up to 3,593,750 shares
of the Company's Common Stock, par value $0.01 per share (the "Shares"),
pursuant to a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "Act") and a Registration Statement filed in accordance
with Rule 462(b) under the Act. The Shares include 468,750 shares which are
subject to an over-allotment option granted by the selling stockholders (the
"Selling Stockholders") to the Underwriters named in the Registration Statement.
As counsel for the Company, 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 purposes of this opinion, including: (a) the Restated
Certificate of Incorporation, as amended; (b) the By-Laws of the Company, as
amended; (c) various corporate records and proceedings relating to the
organization of the Company and the issuance of the Shares; and (d) a specimen
certificate representing the Shares.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and validly issued and are fully-paid, non-assessable and
not subject to any preemptive or similar rights.
We are furnishing this opinion solely for the benefit of the Company.
This opinion may not be relied upon
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by any other person or for any other purpose or used, circulated, quoted or
otherwise referred to for any other purpose.
We consent to the use of this opinion as an Exhibit to the
Registration Statement, and we consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
FactSet Research Systems Inc.
One Greenwich Plaza
Greenwich, Connecticut 06830
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated April 26, 1996, except
as to Note 2 which is as of June 4, 1996, relating to the financial statements
of FactSet Research Systems Inc., which appears in such Prospectus. We also
consent to the references to us under the headings "Experts" and "Selected
Historical Consolidated Financial Information" in such Prospectus. However,
it should be noted that Price Waterhouse LLP has not prepared or certified such
"Selected Historical Consolidated Financial Information."
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
June 28, 1996