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): September 1, 2005
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, CT 06851-1091
(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 (see General Instruction A.2. below):
| ¨ | 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 2.01: | Completion of Acquisition or Disposition of Assets. |
On September 1, 2005, FactSet Research Systems Inc. acquired all the outstanding share capital of StreamVPN Limited, pursuant to a definitive agreement among FactSet Research Systems Inc., FactSet Holdings UK Limited, Erik Wästlund and the sellers defined in the agreement, entered into on July 27, 2005, as well as pursuant to other similar purchase agreements with individual minority shareholders. A redacted copy of the definitive agreement was included as Exhibit 99.1 to the Company’s Form 8-K Report filed on July 29, 2005. FactSet paid aggregate consideration of £13,000,000, subject to adjustment based on levels of working capital. In addition, contingent consideration will be payable if certain subscription targets are met during a twelve-month period following the closing of the transaction. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 5.02: | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
(b) On September 6, 2005, Howard E. Wille, one of the founders of FactSet Research Systems Inc. and a member of the board of directors, died. Mr. Wille, 77, a board member since the company’s founding in 1978, served as Chief Executive Officer until May 22, 2000. He continued to serve as the Chairman of the Board until August 31, 2000.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated as of September 6, 2005 regarding the Acquisition of Stream VPN Limited | |
| 99.2 | Press Release, dated as of September 6, 2005 regarding the death of Mr. Howard E. Wille | |
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: September 6, 2005 | By: | /s/ PETER G. WALSH | ||||||
| Peter G. Walsh | ||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
EXHIBIT INDEX
| Exhibit No. |
Description of Document | |
| 99.1 | Press Release, dated as of September 6, 2005 regarding the Acquisition of Stream VPN Limited | |
| 99.2 | Press Release, dated as of September 6, 2005 regarding the death of Mr. Howard E. Wille | |
Exhibit 99.1
FactSet Research Systems Inc.
601 Merritt 7
Norwalk, Connecticut 06851
203.810.1000 / 203.810.1001 Fax
| News Release | Contact: Peter Walsh FactSet Research Systems Inc. 203.810.1000 |
FOR IMMEDIATE RELEASE
FactSet Research Systems Completes Acquisition of StreamVPN Limited
September 6, 2005, (Norwalk, CT) — FactSet Research Systems Inc. (NYSE: FDS), a major supplier of computer-based financial and economic data to the investment community, completed its previously announced acquisition of all the outstanding capital stock of StreamVPN Limited on September 1.
FactSet paid consideration of GBP13 million, subject to adjustments based on levels of working capital. Contingent consideration will also be payable if certain revenue targets are met over the next 14 months.
Based in London, with offices in New York and Hong Kong, StreamVPN provides leading brokerage houses and their equity fund management clients worldwide with tools that maximize the value of equity research. StreamVPN’s flagship product, Alpha Network, is specifically designed to enhance the communication between institutional money managers and the brokerage community by providing a platform to consistently filter, track and evaluate high conviction investment ideas. Alpha Network is currently utilized by some of the world’s largest buy-side and sell-side firms throughout Europe, Asia and the United States.
About FactSet
FactSet Research Systems Inc. is a leading provider of global financial and economic information, including fundamental data on tens of thousands of companies worldwide. Combining more than 200 databases into its own dedicated online service, the Company also provides the tools to download, combine and manipulate the data for investment analysis.
The Company, headquartered in Norwalk, Connecticut, was formed in 1978 and now conducts operations, along with its affiliates, from more than twenty-two locations worldwide, including Boston, New York, Chicago, San Mateo, London, Frankfurt, Paris, Tokyo, Hong Kong, and Sydney.
About StreamVPN Limited
StreamVPN (http://www.streamvpn.com) provides the world’s leading brokerage houses and their most important equity fund management clients with tools that maximize the value of equity research. The Alpha Network, launched in early 2003, helps fund managers identify and assess the sell-side’s high conviction ideas best suited to their particular investment criteria and has quickly become an industry standard with over 2,000 brokers from more than 100 sell-side firms using the Alpha Network to submit ideas to their most important clients. The Alpha Pool, a service launched in mid-2004, is a system used by both fund managers and brokerage firms to share and track internal ideas. Headquartered in London, StreamVPN has offices in New York City and Hong Kong.
Exhibit 99.2
FactSet Research Systems Inc.
601 Merritt 7
Norwalk, Connecticut 06851
203.810.1000 / 203.810.1001 Fax
News Release
FOR IMMEDIATE RELEASE
FactSet Research Systems Inc. Co-Founder and Former CEO Howard Wille Passes Away
Norwalk, Connecticut September 6, 2005 – Howard Wille, 77, former Chairman and CEO and a co-founder of FactSet Research Systems Inc. (NYSE: FDS), passed away this morning.
Along with Charles Snyder, Mr. Wille founded FactSet in 1978. He held the position of Chairman and Chief Executive Officer from that time until 2000, when he retired from active employment with the company. He served on FactSet’s Board of Directors until his death.
Prior to founding FactSet, Mr. Wille served in a managerial position at Shearson Hayden Stone, following its acquisition of Faulkner, Dawkins & Sullivan, Inc., a Wall Street investment firm. From 1966 to 1977, Mr. Wille was a Partner and Director of Research at Faulkner, Dawkins. From 1961 to 1966, he served as President and Chief Investment Officer of Piedmont Advisory Corporation. Before working at Piedmont, Mr. Wille served as a securities analyst, investment manager and investment counselor for several firms. Mr. Wille received a B.A. in Philosophy from the City College of New York.
With his background as a Director of Research at Faulkner, Dawkins, Mr. Wille recognized the need for financial analytics and, with his co-founder Mr. Snyder, developed FactSet’s original product, a four-page, comprehensive financial overview of a company, called the “Company FactSet.” In 1981, FactSet launched its first client terminal, allowing direct access to the Company FactSet report from the client’s location. Through the years, Mr. Wille and Mr. Snyder’s partnership took FactSet from a start-up, two-man shop in New York to a leading global provider of financial analytics to the investment community.
“Howard will be remembered as a generous, highly ethical and assertive leader who had a keen business sense,” said Philip Hadley, CEO of FactSet. “It was his vision of FactSet as a premium service for financial professionals that set the foundation for what FactSet has become today. He embodied the spirit of our company and will be missed.”
About FactSet
FactSet Research Systems Inc. (http://www.factset.com) is a leading provider of global financial and economic information, including fundamental data on tens of thousands of companies worldwide. Combining more than 200 databases into its own dedicated online service, the Company also provides the tools to download, combine and manipulate the data for investment analysis.
The Company, headquartered in Norwalk, Connecticut, was formed in 1978 and now conducts operations, along with its affiliates, from more than twenty-two locations worldwide, including Boston, New York, Chicago, San Mateo, London, Frankfurt, Paris, Tokyo, Hong Kong and Sydney.
FactSet Press Contact:
Peter Walsh
+1.203.810.1000