Attached files
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EX-4.15 - EX-4.15 - SS&C Technologies Holdings Inc | b78402a5exv4w15.htm |
As filed with the Securities and Exchange Commission on
March 25, 2010
Registration
No. 333-164043
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 5
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SS&C Technologies
Holdings, Inc.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware | 71-0987913 | |
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification Number) |
7372
(Primary Standard Industrial
Classification Code Number)
80 Lamberton Road
Windsor, Connecticut
06095
(860) 298-4500
(Address, including zip code,
and telephone number, including area code, of Registrants
principal executive offices)
William C. Stone
Chairman of the Board and Chief
Executive Officer
SS&C Technologies Holdings,
Inc.
80 Lamberton Road
Windsor, Connecticut
06095
(860) 298-4500
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
John A. Burgess, Esq. | Stuart M. Cable, Esq. | |
Justin L. Ochs, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 |
Mark T. Bettencourt, Esq. Michael J. Minahan, Esq. Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109 (617) 570-1000 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration
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. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act.
Large accelerated filer
|
o | Accelerated filer | o | |||
Non-accelerated filer
|
þ (Do not check if a smaller reporting company) | Smaller reporting company | o |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), shall determine.
EXPLANATORY NOTE
This Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-164043) of SS&C
Technologies Holdings, Inc. is being filed for the purpose of amending Item 16. Exhibits and
financial statement schedules and the Exhibit index to the Registration Statement in order to file
Exhibit 4.15 to the Registration Statement with the Securities and Exchange Commission. No changes
or additions are being made hereby to the preliminary prospectus which forms a part of the Registration
Statement.
Part II
Information not required in prospectus
Information not required in prospectus
Item 13. | Other expenses of issuance and distribution. |
The following table indicates the expenses to be incurred in
connection with the offering described in this registration
statement, other than underwriting discounts and commissions,
all of which will be paid by us. All amounts are estimated
except the Securities and Exchange Commission registration fee,
the Financial Industry Regulatory Authority, Inc. filing fee and
the NASDAQ Global Market listing fee.
Securities and Exchange Commission registration fee
|
$ | 13,191 | ||
Financial Industry Regulatory Authority, Inc. filing fee
|
19,001 | |||
NASDAQ Global Market listing fee
|
125,000 | |||
Printing and engraving expenses
|
450,000 | |||
Legal fees and expenses
|
800,000 | |||
Accountants fees and expenses
|
800,000 | |||
Director and officer liability insurance
|
100,000 | |||
Blue Sky fees and expenses
|
10,000 | |||
Transfer Agents fees and expenses
|
10,000 | |||
Miscellaneous
|
62,308 | |||
Total
|
$ | 2,389,500 | ||
Item 14. | Indemnification of directors and officers. |
Section 102 of the Delaware General Corporation Law permits
a corporation to eliminate the personal liability of its
directors or its stockholders for monetary damages for a breach
of fiduciary duty as a director, except where the director
breached his or her duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or knowingly violated a
law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an
improper personal benefit. Our certificate of incorporation
provides that no director shall be personally liable to us or
our stockholders for monetary damages for any breach of
fiduciary duty as director, notwithstanding any provision of law
imposing such liability, except to the extent that the Delaware
General Corporation Law prohibits the elimination or limitation
of liability of directors for breaches of fiduciary duty.
Section 145 of the Delaware General Corporation Law
provides that a corporation has the power to indemnify a
director, officer, employee or agent of the corporation and
certain other persons serving at the request of the corporation
in related capacities against expenses (including
attorneys fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by the person in
connection with an action, suit or proceeding to which he or she
is or is threatened to be made a party by reason of such
position, if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal action or
proceeding, had no reasonable cause
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to believe his or her conduct was unlawful, except that, in the
case of actions brought by or in the right of the corporation,
no indemnification shall be made with respect to any claim,
issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent
that the Court of Chancery or other adjudicating court
determines that, despite the adjudication of liability but in
view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem
proper.
Our certificate of incorporation provides that we will indemnify
each person who was or is a party or threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, other than an action by or in the right of us, by
reason of the fact that he or she is or was, or has agreed to
become, a director or officer, or is or was serving, or has
agreed to serve, at our request as a director, officer, partner,
employee or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other
enterprise, all such persons being referred to as an indemnitee,
or by reason of any action alleged to have been taken or omitted
in such capacity, against all expenses, including
attorneys fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with
such action, suit or proceeding and any appeal therefrom, if
such indemnitee acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, our best
interests, and, with respect to any criminal action or
proceeding, he or she had no reasonable cause to believe his or
her conduct was unlawful.
Our certificate of incorporation provides that we will indemnify
any indemnitee who was or is a party to or threatened to be made
a party to any threatened, pending or completed action or suit
by or in the right of us to procure a judgment in our favor by
reason of the fact that the indemnitee is or was, or has agreed
to become, our director or officer, or is or was serving, or has
agreed to serve, at our request as a director, officer, partner,
employee or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses,
including attorneys fees, and, to the extent permitted by
law, amounts paid in settlement actually and reasonably incurred
by or on behalf of the indemnitee in connection with such
action, suit or proceeding, and any appeal therefrom, if the
indemnitee acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, our best
interests, except that no indemnification shall be made with
respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to us, unless a court
determines that, despite such adjudication but in view of all of
the circumstances, he or she is entitled to indemnification of
such expenses. Notwithstanding the foregoing, to the extent that
any indemnitee has been successful, on the merits or otherwise,
we will indemnify him or her against all expenses, including
attorneys fees, actually and reasonably incurred in
connection therewith. Expenses must be advanced to an indemnitee
under certain circumstances.
We intend to enter into indemnification agreements with each of
our directors in addition to the indemnification provided for in
our certificate of incorporation. These indemnification
agreements would require us, among other things, to indemnify
our directors for certain expenses, including attorneys
fees, judgments, fines and settlement amounts incurred by a
director in any action or proceeding arising out of his service
as one of our directors, or any of our subsidiaries or any other
company or enterprise to which the person provides services at
our request.
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We maintain a general liability insurance policy that covers
certain liabilities of directors and officers of our corporation
arising out of claims based on acts or omissions in their
capacities as directors or officers.
In any underwriting agreement we enter into in connection with
the sale of common stock being registered hereby, the
underwriters will agree to indemnify, under certain conditions,
us, our directors, our officers and persons who control us with
the meaning of the Securities Act, as amended, against certain
liabilities.
Item 15. | Recent sales of unregistered securities. |
Since the inception of SS&C Holdings we have issued the
following securities that were not registered under the
Securities Act (after giving effect to our 8.5-for-1 stock split
of our common stock effective as of March 10, 2010):
(a) | Issuances of capital stock. |
(1) On November 23, 2005, in connection with the
Transaction, we issued (A) 41,782,345 shares of our
common stock to Carlyle Partners IV, L.P. (an investment fund
affiliated with Carlyle) and 1,687,454 shares of our common
stock to CP IV Coinvestment, L.P. (an investment fund affiliated
with Carlyle) for consideration of $381,000,000 and
(B) 16,668,313 shares of our common stock to William
C. Stone, our Chairman of the Board and Chief Executive Officer,
in exchange for 3,921,958 shares of common stock of
SS&C held by Mr. Stone.
(2) Between August 2006 and November 2006, we sold an
aggregate of 75,650 shares of restricted common stock at a
price per share of $8.77 to certain of our employees pursuant to
our 2006 equity incentive plan.
No underwriters were involved in the foregoing issuances of
securities. The securities described in paragraph (a)(1) of
Item 15 were issued to accredited investors in reliance
upon the exemption from the registration requirements of the
Securities Act, as set forth in Section 4(2) under the
Securities Act, relative to transactions by an issuer not
involving any public offering, to the extent an exemption from
such registration was required. The securities described in
paragraph (a)(2) of Item 15 were issued pursuant to written
compensatory plans or arrangements with our employees, in
reliance on the exemption provided by Rule 701 promulgated
under the Securities Act.
(b) | Stock option grants. |
(1) Since August 9, 2006, we granted stock options to
purchase an aggregate of 11,130,196 shares of our common
stock with exercise prices ranging from $8.77 to $14.53 per
share, to employees, directors and consultants pursuant to our
2006 equity incentive plan.
(2) In March 2010, we granted stock options to purchase an
aggregate of 1,615,085 shares of our common stock with an
exercise price of $14.53 per share to certain of our
non-executive officer employees pursuant to our 2008 stock
incentive plan.
(3) In connection with the Transaction, we assumed stock
options granted to SS&Cs employees, directors and
consultants pursuant to SS&Cs 1998 stock incentive
plan and 1999 non-officer employee stock incentive plan that
were automatically converted at the time of the Transaction into
options to purchase an aggregate of 4,117,939 shares of our
common stock with exercise prices ranging from $0.62 to $7.50
per share.
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(4) An aggregate of 1,451,102 shares of our common
stock, including 637,500 shares of our Class A
non-voting common stock, have been issued upon the exercise of
stock options for an aggregate consideration of $5,423,380 as of
February 22, 2010.
The issuances of stock options and the shares of common stock
issuable upon the exercise of the options described in this
paragraph (b) of Item 15 were issued pursuant to
written compensatory plans or arrangements with our employees,
directors and consultants, in reliance on the exemption provided
by Rule 701 promulgated under the Securities Act, or
pursuant to Section 4(2) under the Securities Act, relative
to transactions to transactions by an issuer not involving any
public offering, to the extent an exemption from such
registration was required.
All of the foregoing securities are deemed restricted securities
for purposes of the Securities Act. All certificates
representing the issued shares of capital stock described in
this Item 15 included appropriate legends setting forth
that the securities had not been registered and the applicable
restrictions on transfer.
Item 16. | Exhibits and financial statement schedules. |
(a) Exhibits
Number | Description | |||
1 | .1** | Form of Underwriting Agreement | ||
2 | .1 | Agreement and Plan of Merger, dated as of July 28, 2005, by and among the Registrant, Sunshine Merger Corporation and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on July 28, 2005 (File No. 000-28430) | ||
2 | .2 | Amendment No. 1 to Agreement and Plan of Merger, dated as of August 25, 2005, by among the Registrant, Sunshine Merger Corporation and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on August 30, 2005 (File No. 000-28430) | ||
2 | .3 | Asset Purchase Agreement, dated September 30, 2008, by and among SS&C Technologies New Jersey, Inc., Micro Design Services, LLC and, for the limited purposes stated therein, Roman J. Szymansky and Xavier F. Gonzales is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on October 2, 2008 (File No. 333-135139) | ||
3 | .1** | Certificate of Incorporation of the Registrant, as amended | ||
3 | .2 | Bylaws of the Registrant, as amended, are incorporated herein by reference to Exhibit 3.2 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-143719) (the Form S-1) | ||
3 | .3** | Form of Restated Certificate of Incorporation of the Registrant (to be effective upon the closing of this offering) | ||
3 | .4** | Form of Amended and Restated Bylaws of the Registrant (to be effective upon the closing of this offering) |
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Number | Description | |||
4 | .1 | Indenture, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc., the Guarantors named on the signature pages thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, including the form of 113/4% Senior Subordinated Note due 2013, is incorporated herein by reference to Exhibit 4.1 to SS&C Technologies, Incs Registration Statement on Form S-4, as amended (File No. 333-135139) (the Form S-4) | ||
4 | .2 | First Supplemental Indenture, dated as of April 27, 2006, among Cogent Management Inc., SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 4.2 to the Form S-4 | ||
4 | .3 | Second Supplemental Indenture, dated as of September 1, 2009, among SS&C Technologies Connecticut, LLC, SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 10.3 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on September 4, 2009 (File No. 000-28430) (the September 4, 2009 8-K) | ||
4 | .4 | Third Supplemental Indenture, dated as of December 22, 2009, among TheNextRound, Inc., SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 10.2 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on December 23, 2009 (File No. 000-28430) (the December 23, 2009 8-K) | ||
4 | .5 | Guarantee of 113/4% Senior Subordinated Notes due 2013 by Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. is incorporated herein by reference to Exhibit 4.3 to the Form S-4 | ||
4 | .6 | Guarantee of 113/4% Senior Subordinated Notes due 2013 by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.4 to the Form S-4 | ||
4 | .7 | Guarantee of 113/4% Senior Subordinated Notes due 2013 by SS&C Technologies Connecticut, LLC is incorporated herein by reference to Exhibit 10.4 to the September 4, 2009 8-K | ||
4 | .8 | Guarantee of 113/4% Senior Subordinated Notes due 2013 by TheNextRound, Inc. is incorporated herein by reference to Exhibit 10.3 to the December 23, 2009 8-K | ||
4 | .9 | Registration Rights Agreement, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc. and the Guarantors named therein, as Issuers, and Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Initial Purchasers, is incorporated herein by reference to Exhibit 4.5 to the Form S-4 | ||
4 | .10 | Purchase Agreement, dated as of November 17, 2005, between Sunshine Acquisition II, Inc. and the Initial Purchasers named in Schedule I thereto is incorporated herein by reference to Exhibit 4.6 to the Form S-4 | ||
4 | .11 | Joinder Agreement, dated as of November 23, 2005, executed by SS&C Technologies, Inc., Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. is incorporated herein by reference to Exhibit 4.7 to the Form S-4 |
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Number | Description | |||
4 | .12 | Joinder Agreement, dated as of April 27, 2006, executed by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.8 to the Form S-4 | ||
4 | .13 | Joinder Agreement, dated as of September 1, 2009, executed by SS&C Technologies Connecticut, LLC is incorporated herein by reference to Exhibit 10.5 to the September 4, 2009 8-K | ||
4 | .14 | Joinder Agreement, dated as of December 22, 2009, executed by TheNextRound, Inc. is incorporated herein by reference to Exhibit 10.4 to the December 23, 2009 8-K | ||
4 | .15 | Specimen certificate evidencing shares of common stock | ||
5 | .1** | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | ||
10 | .1 | Credit Agreement, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc., SS&C Technologies Canada Corp., the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, and Bank of America, N.A., as Documentation Agent, is incorporated herein by reference to Exhibit 10.1 to the Form S-4 | ||
10 | .2 | First Amendment, dated as of March 6, 2007, to the Credit Agreement, dated as of November 23, 2005, among SS&C Technologies, Inc., SS&C Technologies Canada Corp., as CDN Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on March 9, 2007 (File No. 333-135139) | ||
10 | .3 | Guarantee and Collateral Agreement, dated as of November 23, 2005, made by the Registrant, Sunshine Acquisition II, Inc., SS&C Technologies, Inc. and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.2 to the Form S-4 | ||
10 | .4 | CDN Guarantee and Collateral Agreement, dated as of November 23, 2005, made by SS&C Technologies Canada Corp. and 3105198 Nova Scotia Company in favor of JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is incorporated herein by reference to Exhibit 10.3 to the Form S-4 | ||
10 | .5 | Assumption Agreement, dated as of April 27, 2006, made by Cogent Management Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.4 to the Form S-4 | ||
10 | .6 | Assumption Agreement, dated as of August 31, 2009, made by SS&C Technologies Connecticut, LLC, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the September 4, 2009 8-K | ||
10 | .7 | Assumption Agreement, dated as of December 22, 2009, made by TheNextRound, Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the December 23, 2009 8-K |
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Number | Description | |||
10 | .8 | Acknowledgment and Confirmation Agreement, dated as of August 31, 2009, among SS&C Technologies Canada Corp., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., Toronto Branch, is incorporated herein by reference to Exhibit 10.2 to the September 4, 2009 8-K | ||
10 | .9 | Stockholders Agreement, dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.5 to the Form S-4 | ||
10 | .10 | Amendment No. 1, dated April 22, 2008, to the Stockholders Agreement dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone is incorporated herein by reference to Exhibit 10.28 to the Form S-1 | ||
10 | .11 | Amendment No. 2, dated March 2, 2010, to the Stockholders Agreement dated as of November 23, 2005, as amended by Amendment No. 1 to the Stockholders Agreement dated April 22, 2008, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on March 2, 2010 (File No. 000-28430) (the March 2, 2010 8-K) | ||
10 | .12 | Registration Rights Agreement, dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Investors (as defined therein) is incorporated herein by reference to Exhibit 10.6 to the Form S-4 | ||
10 | .13 | Form of Service Provider Stockholders Agreement by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and the Service Provider Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.7 to the Form S-4 | ||
10 | .14 | Amendment No. 1, dated April 22, 2008, to the Service Provider Stockholders Agreement dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. is incorporated herein by reference to Exhibit 10.29 to the Form S-1 | ||
10 | .15 | Management Agreement, dated as of November 23, 2005, between the Registrant, William C. Stone and TC Group, L.L.C. is incorporated herein by reference to Exhibit 10.8 to the Form S-4 | ||
10 | .16 | Amendment No. 1, dated April 22, 2008, to the Management Agreement dated as of November 23, 2005, by and among the Registrant, William C. Stone and TC Group, L.L.C. is incorporated herein by reference to Exhibit 10.30 to the Form S-1 | ||
10 | .17 | SS&C Technologies, Inc. Management Rights Agreement, dated as of November 23, 2005, by and among Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., the Registrant and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 10.9 to the Form S-4 | ||
10 | .18 | 1998 Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.10 to the Form S-4 | ||
10 | .19 | 1999 Non-Officer Employee Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.11 to the Form S-4 |
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Number | Description | |||
10 | .20 | Form of Option Assumption Notice for 1998 Stock Incentive Plan and 1999 Non-Officer Employee Stock Incentive Plan is incorporated herein by reference to Exhibit 10.12 to the Form S-4 | ||
10 | .21 | 2006 Equity Incentive Plan is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on August 15, 2006 (File No. 333-135139) (the August 15, 2006 8-K) | ||
10 | .22 | Forms of 2006 Equity Incentive Plan Amended and Restated Stock Option Grant Notice and Amended and Restated Stock Option Agreement are incorporated herein by reference to Exhibit 10.2 to the March 2, 2010 8-K | ||
10 | .23 | Form of Dividend Equivalent Agreement is incorporated herein by reference to Exhibit 10.3 to the August 15, 2006 8-K | ||
10 | .24 | Form of Stock Award Agreement is incorporated herein by reference to Exhibit 10.4 to the August 15, 2006 8-K | ||
10 | .25 | 2008 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.26 to the Form S-1 | ||
10 | .26** | Form of 2008 Stock Incentive Plan Stock Option Grant Notice and Stock Option Agreement | ||
10 | .27** | Employment Agreement, dated as of March 11, 2010, by and among William C. Stone, the Registrant and SS&C Technologies, Inc. | ||
10 | .28 | Lease Agreement, dated September 23, 1997, by and between SS&C Technologies, Inc. and Monarch Life Insurance Company, as amended by First Amendment to Lease dated as of November 18, 1997, is incorporated herein by reference to Exhibit 10.15 to SS&C Technologies, Inc.s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 000-28430) | ||
10 | .29 | Second Amendment to Lease, dated as of April 1999, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.12 to SS&C Technologies, Inc.s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-28430) (the 2004 10-K) | ||
10 | .30 | Third Amendment to Lease, effective as of July 1, 1999, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.13 to the 2004 10-K | ||
10 | .31 | Fourth Amendment to Lease, effective as of June 7, 2005, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership, is incorporated herein by reference to Exhibit 10.5 to SS&C Technologies, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 (File No. 000-28430) (the Q2 2005 10-Q) | ||
10 | .32 | Fifth Amendment to Lease, dated as of November 1, 2006, by and between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.25 to the Form S-1 | ||
10 | .33 | Lease Agreement, dated January 6, 1998, by and between Financial Models Company Inc. and Polaris Realty (Canada) Limited, as amended by First Amendment of Lease, dated as of June 24, 1998, and as amended by Second Lease Amending Agreement, dated as of November 13, 1998, is incorporated herein by reference to Exhibit 10.6 to the Q2 2005 10-Q |
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Number | Description | |||
10 | .34 | Amended and Restated Stock Option Agreement, dated February 16, 2010, between the Registrant and William C. Stone is incorporated herein by reference to Exhibit 10.33 to SS&C Technologies, Inc.s Annual Report on Form 10-K, filed on February 26, 2010 (File No. 000-28430) | ||
10 | .35** | Form of Director Indemnification Agreement | ||
21 | ** | Subsidiaries of the Registrant | ||
23 | .1** | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | ||
23 | .2** | Consent of PricewaterhouseCoopers LLP | ||
24 | ** | Powers of Attorney (included in the signature pages to this registration statement) | ||
99 | .1** | Consent of Jonathan E. Michael | ||
* | To be filed by amendment. | |
** | Previously filed. | |
| The Registrant hereby agrees to furnish supplementally a copy of any omitted schedules to this agreement to the Securities and Exchange Commission upon its request. |
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Item 17. | Undertakings. |
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting
agreement certificates in such denominations and registered in
such names as required by the underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) For the purpose of determining liability under the
Securities Act to any purchaser, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in
the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such date of first use.
(4) In a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such
purchaser by means of any of the
II-10
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
II-11
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 5 to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Windsor,
State of Connecticut on March 25, 2010.
SS&C TECHNOLOGIES HOLDINGS, INC.
By: |
/s/ William
C. Stone
|
William C. Stone
Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to Registration Statement has been signed
by the following persons in the capacities and on the dates
indicated.
Signatures
|
Title
|
Date
|
||||
/s/ William
C. Stone William C. Stone |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
March 25, 2010 | ||||
/s/ Patrick
J. Pedonti Patrick J. Pedonti |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
March 25, 2010 | ||||
* Normand A. Boulanger |
Director | March 25, 2010 | ||||
* Campbell R. Dyer |
Director | March 25, 2010 | ||||
* William A. Etherington |
Director | March 25, 2010 | ||||
* Allan M. Holt |
Director | March 25, 2010 | ||||
* Claudius E. Watts IV |
Director | March 25, 2010 | ||||
By: |
/s/ Patrick
J. Pedonti Patrick J. Pedonti Attorney-in-fact |
II-12
Exhibit index
Number | Description | |||
1 | .1** | Form of Underwriting Agreement | ||
2 | .1 | Agreement and Plan of Merger, dated as of July 28, 2005, by and among the Registrant, Sunshine Merger Corporation and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on July 28, 2005 (File No. 000-28430) | ||
2 | .2 | Amendment No. 1 to Agreement and Plan of Merger, dated as of August 25, 2005, by among the Registrant, Sunshine Merger Corporation and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on August 30, 2005 (File No. 000-28430) | ||
2 | .3 | Asset Purchase Agreement, dated September 30, 2008, by and among SS&C Technologies New Jersey, Inc., Micro Design Services, LLC and, for the limited purposes stated therein, Roman J. Szymansky and Xavier F. Gonzales is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on October 2, 2008 (File No. 333-135139) | ||
3 | .1** | Certificate of Incorporation of the Registrant, as amended | ||
3 | .2 | Bylaws of the Registrant, as amended, are incorporated herein by reference to Exhibit 3.2 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-143719) (the Form S-1) | ||
3 | .3** | Form of Restated Certificate of Incorporation of the Registrant (to be effective upon the closing of this offering) | ||
3 | .4** | Form of Amended and Restated Bylaws of the Registrant (to be effective upon the closing of this offering) | ||
4 | .1 | Indenture, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc., the Guarantors named on the signature pages thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, including the form of 113/4% Senior Subordinated Note due 2013, is incorporated herein by reference to Exhibit 4.1 to SS&C Technologies, Incs Registration Statement on Form S-4, as amended (File No. 333-135139) (the Form S-4) | ||
4 | .2 | First Supplemental Indenture, dated as of April 27, 2006, among Cogent Management Inc., SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 4.2 to the Form S-4 | ||
4 | .3 | Second Supplemental Indenture, dated as of September 1, 2009, among SS&C Technologies Connecticut, LLC, SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 10.3 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on September 4, 2009 (File No. 000-28430) (the September 4, 2009 8-K) |
Number | Description | |||
4 | .4 | Third Supplemental Indenture, dated as of December 22, 2009, among TheNextRound, Inc., SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 10.2 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on December 23, 2009 (File No. 000-28430) (the December 23, 2009 8-K) | ||
4 | .5 | Guarantee of 113/4% Senior Subordinated Notes due 2013 by Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. is incorporated herein by reference to Exhibit 4.3 to the Form S-4 | ||
4 | .6 | Guarantee of 113/4% Senior Subordinated Notes due 2013 by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.4 to the Form S-4 | ||
4 | .7 | Guarantee of 113/4% Senior Subordinated Notes due 2013 by SS&C Technologies Connecticut, LLC is incorporated herein by reference to Exhibit 10.4 to the September 4, 2009 8-K | ||
4 | .8 | Guarantee of 113/4% Senior Subordinated Notes due 2013 by TheNextRound, Inc. is incorporated herein by reference to Exhibit 10.3 to the December 23, 2009 8-K | ||
4 | .9 | Registration Rights Agreement, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc. and the Guarantors named therein, as Issuers, and Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Initial Purchasers, is incorporated herein by reference to Exhibit 4.5 to the Form S-4 | ||
4 | .10 | Purchase Agreement, dated as of November 17, 2005, between Sunshine Acquisition II, Inc. and the Initial Purchasers named in Schedule I thereto is incorporated herein by reference to Exhibit 4.6 to the Form S-4 | ||
4 | .11 | Joinder Agreement, dated as of November 23, 2005, executed by SS&C Technologies, Inc., Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. is incorporated herein by reference to Exhibit 4.7 to the Form S-4 | ||
4 | .12 | Joinder Agreement, dated as of April 27, 2006, executed by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.8 to the Form S-4 | ||
4 | .13 | Joinder Agreement, dated as of September 1, 2009, executed by SS&C Technologies Connecticut, LLC is incorporated herein by reference to Exhibit 10.5 to the September 4, 2009 8-K | ||
4 | .14 | Joinder Agreement, dated as of December 22, 2009, executed by TheNextRound, Inc. is incorporated herein by reference to Exhibit 10.4 to the December 23, 2009 8-K | ||
4 | .15 | Specimen certificate evidencing shares of common stock | ||
5 | .1** | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP |
Number | Description | |||
10 | .1 | Credit Agreement, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc., SS&C Technologies Canada Corp., the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, and Bank of America, N.A., as Documentation Agent, is incorporated herein by reference to Exhibit 10.1 to the Form S-4 | ||
10 | .2 | First Amendment, dated as of March 6, 2007, to the Credit Agreement, dated as of November 23, 2005, among SS&C Technologies, Inc., SS&C Technologies Canada Corp., as CDN Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on March 9, 2007 (File No. 333-135139) | ||
10 | .3 | Guarantee and Collateral Agreement, dated as of November 23, 2005, made by the Registrant, Sunshine Acquisition II, Inc., SS&C Technologies, Inc. and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.2 to the Form S-4 | ||
10 | .4 | CDN Guarantee and Collateral Agreement, dated as of November 23, 2005, made by SS&C Technologies Canada Corp. and 3105198 Nova Scotia Company in favor of JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is incorporated herein by reference to Exhibit 10.3 to the Form S-4 | ||
10 | .5 | Assumption Agreement, dated as of April 27, 2006, made by Cogent Management Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.4 to the Form S-4 | ||
10 | .6 | Assumption Agreement, dated as of August 31, 2009, made by SS&C Technologies Connecticut, LLC, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the September 4, 2009 8-K | ||
10 | .7 | Assumption Agreement, dated as of December 22, 2009, made by TheNextRound, Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the December 23, 2009 8-K | ||
10 | .8 | Acknowledgment and Confirmation Agreement, dated as of August 31, 2009, among SS&C Technologies Canada Corp., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., Toronto Branch, is incorporated herein by reference to Exhibit 10.2 to the September 4, 2009 8-K | ||
10 | .9 | Stockholders Agreement, dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.5 to the Form S-4 |
Number | Description | |||
10 | .10 | Amendment No. 1, dated April 22, 2008, to the Stockholders Agreement dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone is incorporated herein by reference to Exhibit 10.28 to the Form S-1 | ||
10 | .11 | Amendment No. 2, dated March 2, 2010, to the Stockholders Agreement dated as of November 23, 2005, as amended by Amendment No. 1 to the Stockholders Agreement dated April 22, 2008, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on March 2, 2010 (File No. 000-28430) (the March 2, 2010 8-K) | ||
10 | .12 | Registration Rights Agreement, dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Investors (as defined therein) is incorporated herein by reference to Exhibit 10.6 to the Form S-4 | ||
10 | .13 | Form of Service Provider Stockholders Agreement by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and the Service Provider Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.7 to the Form S-4 | ||
10 | .14 | Amendment No. 1, dated April 22, 2008, to the Service Provider Stockholders Agreement dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. is incorporated herein by reference to Exhibit 10.29 to the Form S-1 | ||
10 | .15 | Management Agreement, dated as of November 23, 2005, between the Registrant, William C. Stone and TC Group, L.L.C. is incorporated herein by reference to Exhibit 10.8 to the Form S-4 | ||
10 | .16 | Amendment No. 1, dated April 22, 2008, to the Management Agreement dated as of November 23, 2005, by and among the Registrant, William C. Stone and TC Group, L.L.C. is incorporated herein by reference to Exhibit 10.30 to the Form S-1 | ||
10 | .17 | SS&C Technologies, Inc. Management Rights Agreement, dated as of November 23, 2005, by and among Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., the Registrant and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 10.9 to the Form S-4 | ||
10 | .18 | 1998 Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.10 to the Form S-4 | ||
10 | .19 | 1999 Non-Officer Employee Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.11 to the Form S-4 | ||
10 | .20 | Form of Option Assumption Notice for 1998 Stock Incentive Plan and 1999 Non-Officer Employee Stock Incentive Plan is incorporated herein by reference to Exhibit 10.12 to the Form S-4 | ||
10 | .21 | 2006 Equity Incentive Plan is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, filed on August 15, 2006 (File No. 333-135139) (the August 15, 2006 8-K) |
Number | Description | |||
10 | .22 | Forms of 2006 Equity Incentive Plan Amended and Restated Stock Option Grant Notice and Amended and Restated Stock Option Agreement are incorporated herein by reference to Exhibit 10.2 to the March 2, 2010 8-K | ||
10 | .23 | Form of Dividend Equivalent Agreement is incorporated herein by reference to Exhibit 10.3 to the August 15, 2006 8-K | ||
10 | .24 | Form of Stock Award Agreement is incorporated herein by reference to Exhibit 10.4 to the August 15, 2006 8-K | ||
10 | .25 | 2008 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.26 to the Form S-1 | ||
10 | .26** | Form of 2008 Stock Incentive Plan Stock Option Grant Notice and Stock Option Agreement | ||
10 | .27** | Employment Agreement, dated as of March 11, 2010, by and among William C. Stone, the Registrant and SS&C Technologies, Inc. | ||
10 | .28 | Lease Agreement, dated September 23, 1997, by and between SS&C Technologies, Inc. and Monarch Life Insurance Company, as amended by First Amendment to Lease dated as of November 18, 1997, is incorporated herein by reference to Exhibit 10.15 to SS&C Technologies, Inc.s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 000-28430) | ||
10 | .29 | Second Amendment to Lease, dated as of April 1999, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.12 to SS&C Technologies, Inc.s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-28430) (the 2004 10-K) | ||
10 | .30 | Third Amendment to Lease, effective as of July 1, 1999, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.13 to the 2004 10-K | ||
10 | .31 | Fourth Amendment to Lease, effective as of June 7, 2005, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership, is incorporated herein by reference to Exhibit 10.5 to SS&C Technologies, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 (File No. 000-28430) (the Q2 2005 10-Q) | ||
10 | .32 | Fifth Amendment to Lease, dated as of November 1, 2006, by and between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.25 to the Form S-1 | ||
10 | .33 | Lease Agreement, dated January 6, 1998, by and between Financial Models Company Inc. and Polaris Realty (Canada) Limited, as amended by First Amendment of Lease, dated as of June 24, 1998, and as amended by Second Lease Amending Agreement, dated as of November 13, 1998, is incorporated herein by reference to Exhibit 10.6 to the Q2 2005 10-Q | ||
10 | .34 | Amended and Restated Stock Option Agreement, dated February 10, 2010, between the Registrant and William C. Stone is incorporated herein by reference to Exhibit 10.33 to SS&C Technologies, Inc.s Annual Report on Form 10-K, filed on February 26, 2010 (File No. 000-28430) |
Number | Description | |||
10 | .35** | Form of Director Indemnification Agreement | ||
21 | ** | Subsidiaries of the Registrant | ||
23 | .1** | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | ||
23 | .2** | Consent of PricewaterhouseCoopers LLP | ||
24 | ** | Powers of Attorney (included in the signature pages to this registration statement) | ||
99 | .1** | Consent of Jonathan E. Michael | ||
* | To be filed by amendment. | |
** | Previously filed. | |
| The Registrant hereby agrees to furnish supplementally a copy of any omitted schedules to this agreement to the Securities and Exchange Commission upon its request. |