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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 21, 2020
FactSet Research Systems Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
| 1-11869 |
| 13-3362547 |
| (State or other jurisdiction of |
| (Commission |
| (I.R.S. Employer |
| incorporation or organization) |
| File Number) |
| Identification No.) |
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45 Glover Avenue
Norwalk, Connecticut 06850
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (203) 810-1000
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:
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| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | FDS | New York Stock Exchange LLC |
| | The Nasdaq Stock Market |
Item 1.01 Entry into a Material Definitive Agreement
On September 21, 2020, FactSet Research Systems Inc. (“FactSet”) entered into an Amendment to Credit Agreement (the “Amendment”), by and among FactSet, PNC Bank, National Association, as the Administrative Agent, and the Lenders party thereto, with respect to that certain Credit Agreement, dated as of March 29, 2019, by and between FactSet, the Administrative Agent, the Lenders party thereto and the Guarantors party thereto. The Amendment provides, among other things, that FactSet may make an investment in a person that is not a subsidiary of FactSet, so long as no potential default has occurred and is continuing or would result from such an investment.
The foregoing summary is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto and incorporated by reference herein as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
| Description |
| | Amendment to Credit Agreement, dated September 21, 2020, by and among FactSet Research Systems Inc., PNC Bank, National Association, as the Administrative Agent, and the Lenders party thereto. |
| 104 | | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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, hereunto duly authorized.
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| FACTSET RESEARCH SYSTEMS INC. (Registrant)
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| September 25, 2020 |
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| By: |
| /s/ HELEN L. SHAN |
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| Helen L. Shan
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |