Exhibit 2
STOCK PURCHASE
AND AMENDMENT AGREEMENT
STOCK PURCHASE AND AMENDMENT AGREEMENT, dated as of January
21, 2004 (the "Agreement"), between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Stockholder" or
"▇▇▇▇▇") and Factset Research Systems Inc., a Delaware corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇ and the Company are parties to the
Registration Rights Agreement dated June 27, 1996 (the "Registration Rights
Agreement"), pursuant to which ▇▇▇▇▇ may, at any time and from time to time,
demand that the Company register pursuant to the Securities Act of 1933, as
amended, those shares of Company common stock, $.01 par value per share,
("Common Stock") held by ▇▇▇▇▇, and the Company is obligated to use all
reasonable efforts to cause the prompt registration of Common Stock specified
in such request;
WHEREAS, ▇▇▇▇▇ has informed the Company he might wish to
present a demand to the Company for the registration of shares of Common
Stock;
WHEREAS, the parties hereto ▇▇▇▇ ▇▇▇▇▇ to have submitted a
written registration rights demand, dated as of the Closing Date (as defined
herein), covering the Shares (as herein defined) pursuant to Section 1(a) of
the Registration Rights Agreement;
WHEREAS, the parties hereto deem the Company to have
exercised its right, pursuant to section 1(a) of the Registration Rights
Agreement, to postpone for up to 90 days the filing of the registration
statement it would otherwise be required to file pursuant to the ▇▇▇▇▇
registration rights demand; and
WHEREAS, the Company desires to purchase, and ▇▇▇▇▇ desires
to sell or cause to be sold to the Company, 2,000,000 shares of Common Stock
held by ▇▇▇▇▇ as of the Closing Date;
NOW, THEREFORE, the parties, in consideration of the mutual
covenants and agreements to be performed as hereinafter set forth, and for
other good and sufficient consideration, the receipt of which is hereby
acknowledged, agree as follows:
1. PURCHASE AND SALE OF SHARES.
(a) On the Closing Date the Company shall purchase from ▇▇▇▇▇, and
▇▇▇▇▇ shall sell to the Company, 2,000,000 shares of Common Stock (herein
referred to as the "Shares").
(b) The purchase price payable by the Company for the Shares shall be
$34.58375 per Share or an aggregate amount of $69,167,500, in cash (the
"Aggregate Purchase Price").
(c) The closing of the purchase and sale of the Shares (the
"Closing") shall take place at 10:00 AM EST on January 26, 2004 (the "Closing
Date"), or at such other time as ▇▇▇▇▇ and the Company may agree to in
writing. At the Closing, the Company shall deliver the Aggregate Purchase
Price to ▇▇▇▇▇ against receipt of which ▇▇▇▇▇ shall deliver the Shares to the
Company. Delivery of the Aggregate Purchase Price shall be by wire transfer of
immediately available funds to the account designated in writing by ▇▇▇▇▇.
Delivery of the Shares shall be by transfer of a valid security entitlement to
the securities account designated by the Company.
(d) As of the Closing Date, (i) ▇▇▇▇▇ shall be deemed properly and
with full legal effect to have submitted a written demand for registration of
the Shares, and (ii) the Company shall be deemed properly and with full legal
effect to have postponed for a reasonable period of time, but not in excess of
90 calendar days from the Closing Date, the filing of the registration
statement otherwise deemed to be required to be prepared and filed in
accordance with the ▇▇▇▇▇ demand for registration of the Shares. 2.
OVER-ALLOTMENT OPTION. The Registration Rights Agreement is hereby amended,
effective as of the date as of which this Agreement is being executed and
delivered, by inserting the following immediately following Section (2)(k):
Section 2(l): Over-allotment Option.
If the Stockholder ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") shall so request, in
connection with a registration demand pursuant to Section 1 hereof, the
Company shall grant the underwriters of the offering to be made in
respect of such registration demand the option to purchase Common Stock
from its treasury or its authorized unissued shares up to the lesser of
10% of the number of shares covered by the registration demand or 300,000
shares in respect of any over-allotment option (a "Green Shoe") for such
offering.
3. REPRESENTATIONS AND WARRANTIES
a. Representations and Warranties by the Company. The Company
represents and warrants to ▇▇▇▇▇ that:
(i) Organization. The Company is duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate or other power and authority and all necessary
governmental approvals to own, lease and operate its properties and to carry
on its business as currently conducted, except to the extent that the failure
to be in good standing or to have such approvals would not reasonably be
expected to have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(ii) Authorization; Validity of First Amendment. The
execution, delivery and performance by the Company of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by the Company, and no other corporate or other action on the part of the
Company or its Board of Directors is necessary to authorize the execution and
delivery by the Company of this Agreement or the consummation of the
transactions contemplated hereby and no vote of, or consent by, the holders of
any class or series of securities issued by the Company is necessary to
authorize the execution and delivery by the Company of this Agreement or the
consummation of the transactions contemplated hereby.
(iii) Consents; Approvals; Violations of Contracts or Laws.
The execution and delivery by the Company of, and the performance by the
Company of its obligations under, this Agreement will not violate (i) any
provision of applicable law, (ii) the certificate of incorporation or by-laws
of the Company, (iii) any agreement or other instrument binding upon the
Company or any of its subsidiaries that is material to the Company and its
subsidiaries, taken as a whole or (iv) any judgment, order or decree of any
governmental body, agency or court applicable to the Company or any of its
subsidiaries, except, in the cases of clauses (i), (iii) and (iv), for
violations that would not reasonably be expected to have a material adverse
effect on the company and its subsidiaries, taken as a whole, or the Company's
ability to perform its obligations hereunder; and no consent, approval,
authorization or order of, or qualification with, any governmental body or
agency or other person or third party is required for the performance by the
Company of its obligations under this Agreement.
(b) Representations and Warranties by ▇▇▇▇▇. ▇▇▇▇▇ represents and
warrants to the Company that:
(i) Share Ownership. As of the Closing Date, he owns the
Shares free and clear of all liens and encumbrances.
(ii) Authorization; Execution; Delivery. This Agreement has
been duly executed and delivered by ▇▇▇▇▇, and ▇▇▇▇▇ has any authorization and
approval required by law to consummate the transactions contemplated hereby.
(iii) Consents; Approvals; Violations of Contracts or Laws.
The execution and delivery by ▇▇▇▇▇ of, and the performance by ▇▇▇▇▇ of his
obligations under, this Agreement, will not violate (i) any provision of
applicable law, (ii) any agreement or other instrument binding upon him or
(iii) any judgment, order or decree of any governmental body, agency or court
applicable to him, except for violations that would not reasonably be expected
to have a material adverse effect on his ability to perform his obligations
hereunder.
4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.
5. ENTIRE AMENDMENT; NO THIRD PARTY BENEFICIARIES. The
Agreement and the Registration Rights Agreement as amended hereby (a)
constitute the entire agreement between the parties with respect to the
subject matter hereof and supersede all prior amendments and understandings,
both written and oral, with respect to such matters and (b) are not intended
to confer upon any person other than ▇▇▇▇▇ and the Company any rights or
remedies hereunder.
6. SEVERABILITY. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under any present or future applicable
law or order, and if the rights or obligations of any party under this
Agreement will not be materially and adversely affected thereby, (i) such
provision will be fully severable, (ii) this Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof, and (iii) the remaining provisions of this Agreement
will remain in full force and effect and will not be affected by any such
illegal, invalid or unenforceable provision or by its severance herefrom.
7. AGREEMENT TO REMAIN IN FULL FORCE AND EFFECT. Except as
amended hereby, the Registration Rights Agreement shall remain in full force
and effect and is hereby ratified, adopted and confirmed in all respects. This
Agreement shall be deemed to be an amendment to the Registration Rights
Agreement. All references in the Registration Rights Agreement to "this
Agreement", "hereunder", "hereof", "herein", or words of like import, and all
references to the Registration Rights Agreement in any other agreement or
document shall hereafter be deemed to refer to the Registration Rights
Agreement as amended hereby.
8. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which when so executed and delivered shall be
deemed an original, but such counterparts shall together constitute one and
the same. Each counterpart may consist of a number of copies hereof and each
signed by less than all, but together signed by all, of the parties.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
FACTSET RESEARCH SYSTEMS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇