SS&C TECHNOLOGIES INC.
Table of Contents

As filed with the Securities and Exchange Commission on June 14, 2004
Registration No. 333-113178


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


POST-EFFECTIVE

AMENDMENT NO. 1
TO
FORM S-3


REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933


SS&C Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)
         
Delaware       06-1169696
(State or other jurisdiction of
incorporation or organization)
      (I.R.S. Employer
Identification Number)


80 Lamberton Road

Windsor, Connecticut 06095
(860) 298-4500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)


William C. Stone

President, Chief Executive Officer and Chairman of the Board
SS&C Technologies, 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.
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            




TABLE OF CONTENTS

EXPLANATORY NOTE
Item 16. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5.1 OPINION OF COUNSEL


Table of Contents

 
EXPLANATORY NOTE

      This Post-Effective Amendment No. 1 to the Registrant’s 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.


Table of Contents

 
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


Table of Contents

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


Table of Contents

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.