UNITED STATES SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE
REGISTRATION STATEMENT
SS&C Technologies, Inc.
Delaware | 06-1169696 | |||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
80 Lamberton Road
William C. Stone
Copies to:
John A. Burgess, Esq. James R. Burke, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telephone: (617) 526-6000 Telecopy: (617) 526-5000 |
Keith F. Higgins, Esq. Julie H. Jones, Esq. Ropes & Gray LLP One International Place Boston, Massachusetts 02110 Telephone: (617) 951-7000 Telecopy: (617) 951-7050 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
EXPLANATORY NOTE | ||||||||
Item 16. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-5.1 OPINION OF COUNSEL |
This Post-Effective Amendment No. 1 to the Registrants Registration Statement on Form S-3 (File No. 333-113178) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely for the purpose of filing a revised Exhibit 5.1 to the Registration Statement.
Item 16. | Exhibits |
The following exhibits are filed with this registration statement.
Exhibit | ||||
Number | Description | |||
1.1 | Form of Underwriting Agreement.** | |||
2.1 | | Asset Purchase Agreement, dated as of November 15, 2001, by and between SS&C Technologies, Inc. and Netzee, Inc. (incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, dated November 15, 2001 (File No. 000-28430)) | ||
2.2 | | Stock Purchase Agreement, dated as of March 15, 2004, by and between SS&C Technologies, Inc. and ADP Financial Information Services, Inc.** | ||
4.1 | Amended and Restated Certificate of Incorporation of SS&C Technologies, Inc., as amended (incorporated herein by reference to Exhibit 3.1 to SS&C Technologies, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 (File No. 000-28430)) | |||
4.2 | Second Amended and Restated By-Laws of SS&C Technologies, Inc. (incorporated herein by reference to Exhibit 3 to SS&C Technologies, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000 (File No. 000-28430)) | |||
4.3 | Specimen Certificate for shares of Common Stock, $.01 par value per share, of SS&C Technologies, Inc. (incorporated herein by reference to Exhibit 4 to SS&C Technologies, Inc.s Registration Statement on Form S-1, as amended (File No. 333-3094)) | |||
4.4 | Warrant, dated March 29, 2002, made by the registrant in favor of Conseco, Inc. (incorporated herein by reference to Exhibit 4.2 to SS&C Technologies, Inc.s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 000-28430)) | |||
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.* | |||
23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in the opinion filed as Exhibit 5.1).* | |||
23.2 | Consent of PricewaterhouseCoopers LLP.** | |||
24.1 | Powers of Attorney.** |
* | Filed herewith. |
** | Previously filed. |
| We hereby agree to furnish supplementally a copy of any omitted schedules to this agreement to the Securities and Exchange Commission upon its request. |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Windsor, state of Connecticut, on the 14th day of June, 2004.
SS&C Technologies, Inc. |
By: | /s/ PATRICK J. PEDONTI |
|
|
Patrick J. Pedonti | |
Senior Vice President | |
and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||
* William C. Stone |
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | June 14, 2004 | ||||
/s/ PATRICK J. PEDONTI Patrick J. Pedonti |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | June 14, 2004 | ||||
* David W. Clark, Jr. |
Director | June 14, 2004 | ||||
* Joseph H. Fisher |
Director | June 14, 2004 | ||||
Albert L. Lord |
Director | |||||
Patrick J. McDonnell |
Director | |||||
* Jonathan M. Schofield |
Director | June 14, 2004 | ||||
* James L. Sullivan |
Director | June 14, 2004 | ||||
* by |
/s/ PATRICK J. PEDONTI Patrick J. Pedonti Attorney-in-fact |
II-2
EXHIBIT INDEX
Exhibit | ||||
Number | Description | |||
1.1 | Form of Underwriting Agreement.** | |||
2.1 | | Asset Purchase Agreement, dated as of November 15, 2001, by and between SS&C Technologies, Inc. and Netzee, Inc. (incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.s Current Report on Form 8-K, dated November 15, 2001 (File No. 000-28430)) | ||
2.2 | | Stock Purchase Agreement, dated as of March 15, 2004, by and between SS&C Technologies, Inc. and ADP Financial Information Services, Inc.** | ||
4.1 | Amended and Restated Certificate of Incorporation of SS&C Technologies, Inc., as amended (incorporated herein by reference to Exhibit 3.1 to SS&C Technologies, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 (File No. 000-28430)) | |||
4.2 | Second Amended and Restated By-Laws of SS&C Technologies, Inc. (incorporated herein by reference to Exhibit 3 to SS&C Technologies, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000 (File No. 000-28430)) | |||
4.3 | Specimen Certificate for shares of Common Stock, $.01 par value per share, of SS&C Technologies, Inc. (incorporated herein by reference to Exhibit 4 to SS&C Technologies, Inc.s Registration Statement on Form S-1, as amended (File No. 333-3094)) | |||
4.4 | Warrant, dated March 29, 2002, made by the registrant in favor of Conseco, Inc. (incorporated herein by reference to Exhibit 4.2 to SS&C Technologies, Inc.s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 000-28430)) | |||
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.* | |||
23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in the opinion filed as Exhibit 5.1).* | |||
23.2 | Consent of PricewaterhouseCoopers LLP.** | |||
24.1 | Powers of Attorney.** |
* | Filed herewith. |
** | Previously filed. |
| We hereby agree to furnish supplementally a copy of any omitted schedules to this agreement to the Securities and Exchange Commission upon its request. |