Business Context and Reporting Period
SS&C Technologies Holdings Inc. filed this Form 8-K on April 6, 2010, to report the filing of a Restated Certificate of Incorporation with the Delaware Secretary of State. This action was taken in connection with the closing of the Company's initial public offering (IPO).
Financial Metrics
This filing is a corporate governance report and does not contain financial statements. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The Restated Certificate amends and restates the Company's certificate of incorporation in its entirety. Key structural changes include:
- Authorized Stock: Authorization of 100,000,000 shares of common stock, 5,000,000 shares of Class A non-voting common stock, and 5,000,000 shares of undesignated preferred stock.
- Stockholder Action: Action by written consent is permitted only while William C. Stone, Carlyle Group-affiliated funds, and certain transferees collectively hold a majority of outstanding common stock.
- Meetings and Removal: Special stockholder meetings may be called only by the Board, Chairman, or CEO. Directors may be removed only for cause by a two-thirds vote, with specific exceptions for holders with contractual removal rights.
- Board Structure: Establishment of a staggered board divided into three classes with three-year terms.
- Indemnification: Amendments to provisions regarding the indemnification and limitation of liability for officers and directors.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future performance, or specific risk factors beyond the structural governance changes described. The document notes that the description of the Restated Certificate is qualified in its entirety by reference to the full text of the certificate attached as Exhibit 3.1.
Key Facts for Investor Verification
- Verify the exact terms of the "contractual right" allowing certain holders to remove directors without cause.
- Confirm the duration of the restriction on stockholder written consent relative to the ownership percentage of William C. Stone and Carlyle Group affiliates.
- Review the full Restated Certificate (Exhibit 3.1) for specific details on the undesignated preferred stock series and indemnification limits.
- Check the Form S-1 (File No. 333-164043) for the financial data and IPO pricing details referenced in this filing.