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): December 18, 2006
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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 18, 2006, the board of directors (the “Board”) of FactSet Research Systems Inc. (the “Company”) adopted an amendment to Article V, Section 1 of the Company’s by-laws (the “By-Laws”) which grants authority to the Board to elect vice presidents of the Company. The amendment was adopted solely to delegate the authority to elect one or more vice presidents to the Executive Committee of the management of the Company. The foregoing description of the amendment is qualified in its entirety by reference to the text of amended Article V, Section 1 of the By-Laws which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amended text of Article V, Section 1 of the Company’s By-Laws. | |
SIGNATURE
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, hereunto duly authorized.
| FACTSET RESEARCH SYSTEMS INC. | ||||||
| (Registrant) | ||||||
| Date: |
December 19, 2006 | By: | /s/ Peter G. Walsh | |||
| Peter G. Walsh | ||||||
| Senior Vice President, | ||||||
| Chief Financial Officer and Treasurer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description of Document | |
| 3.1 | Amended text of Article V, Section 1 of the Company’s By-Laws. | |
Exhibit 3.1
Section 1. Number and Qualifications. The officers of the Corporation shall include a Chief Executive Officer, a President, an Executive Vice President, one or more Vice Presidents, a Secretary and a Treasurer. Any two or more offices may be held by the same person. Such Chief Executive Officer, President, Executive Vice President, Secretary and Treasurer shall be elected from time to time by the Board of Directors, each to hold office until the meeting of the Board following the next annual meeting of the stockholders, or until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned or until he shall have been removed, as hereinafter provided in these By-Laws. One or more such Vice Presidents shall be elected from time to time by the Executive Committee of the management of the Company, each to hold office until the anniversary of such meeting at which the officer was elected or until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned or until he shall have been removed by the Executive Committee. The Board of Directors may from time to time appoint such other officers (including a Chairman of the Board and one or more Assistant Treasurers and Assistant Secretaries) and such agents as it may deem necessary or desirable for the business of the Corporation. The Board of Directors may from time to time authorize any principal officer or committee to appoint, and to prescribe the authority and duties of, any such subordinate officers or agents. Each of such other officers and agents shall have such authority, perform such duties, and hold office for such period, as are provided in these By-Laws or as may be prescribed by the Board of Directors or by the principal officer or committee appointing such officer or agent.