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As filed with the Securities and Exchange Commission on June 23, 1998
Registration No. 333- ______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
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 (I.R.S. Employer
incorporation or organization) 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
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
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)
Copy to:
JOHN A. BURGESS, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
TELEPHONE: (617) 526-6000
TELECOPY: (617) 526-5000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date hereof.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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. [x]
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. [ ] ___________
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 number of the earlier effective registration statement for the same
offering. [ ] ___________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
___________________________
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Shares to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
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Common Stock, $.01 par value 480,000 shares $18.6875 $8,970,000 $2,647
per share
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, and based on the average of the high and low sales prices per
share of the Common Stock on the Nasdaq National Market on June 16, 1998.
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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED JUNE 23, 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE.
PROSPECTUS
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480,000 Shares
SS&C TECHNOLOGIES, INC.
Common Stock
_______________
The 480,000 shares of common stock, $.01 par value per share (the "Common
Stock"), of SS&C Technologies, Inc. (the "Company") covered by this Prospectus
are issued and outstanding shares which may be offered and sold, from time to
time, by or on behalf of Robert C. Shepro, Linda A. Shepro, Richard J. Moore,
Mark L. Seaman and Brian R. Shearer, stockholders of the Company (the "Selling
Stockholders"). The shares of Common Stock covered by this Prospectus (the
"Shares") were issued to the Selling Stockholders on December 31, 1997 in
connection with the acquisition (the "Shepro Acquisition") by the Company of
Shepro Braun Systems, Inc. ("Shepro Braun"). In connection with the Shepro
Acquisition, the Company agreed to register the Shares under the Securities Act
of 1933, as amended (the "Securities Act"), and to use its best efforts to cause
the Registration Statement of which this Prospectus constitutes a part to remain
effective until the earlier of (i) the date six months after the effective date
of the Registration Statement and (ii) such time as certain of the Shares have
been sold by the Selling Stockholders. The Selling Stockholders have advised
the Company that they propose to sell, from time to time, all or part of the
Shares covered by this Prospectus on the Nasdaq National Market, in ordinary
brokerage transactions, in negotiated transactions, or otherwise, at market
prices prevailing at the time of sale, at prices related to such market prices
or at negotiated prices. See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of Shares
covered by this Prospectus. The Company will bear all expenses incurred by it
in effecting the registration of such Shares, including all registration and
filing fees, exchange listing fees, expenses for preparation of the Registration
Statement, this Prospectus and any amendments and supplements thereto, printing
and photocopy expenses, fees and expenses of counsel for the Company and fees
and expenses of accountants for the Company, but excluding any brokerage fees,
selling commissions or underwriting discounts incurred by the Selling
Stockholders in connection with sales under the Registration Statement and the
fees and expenses of any counsel retained by the Selling Stockholders. The
Company and the Selling Stockholders have agreed to certain indemnification
arrangements with respect to the Shares offered hereby. See "Plan of
Distribution."
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "SSNC." On June 22, 1998, the closing sale price of the Common
Stock on the Nasdaq National Market was $23.375 per share.
_______________
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
The date of this Prospectus is ______________________, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
the Commission's regional offices located at Seven World Trade Center, Suite
1300, New York, New York 10048, and at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials also may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the
Company is required to file electronic versions of these documents through the
Commission's Electronic Data Gathering, Analysis and Retrieval system (EDGAR).
The Commission maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The Common
Stock of the Company is traded on the Nasdaq National Market.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments, supplements, exhibits and schedules thereto,
the "Registration Statement") under the Securities Act with respect to the
shares of Common Stock offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement, as certain items are
omitted in accordance with the rules and regulations of the Commission. For
further information pertaining to the Company and the Shares, reference is made
to the Registration Statement. Statements contained in this Prospectus
regarding the contents of any agreement or other document are not necessarily
complete, and in each instance reference is made to the copy of such agreement
or document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. The Registration
Statement, including all exhibits and schedules thereto, may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(ii) The Company's Proxy Statement dated April 7, 1998 for the
Company's 1998 Annual Meeting of Stockholders;
(iii) The Company's Current Report on Form 8-K dated December 31,
1997;
(iv) The Company's Amendment No. 1 to Current Report on Form 8-K/A
dated November 14, 1997 filed with the Commission on January
28, 1998;
(v) The Company's Current Report on Form 8-K dated March 20, 1998;
(vi) The Company's Current Report on Form 8-K dated April 9, 1998;
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(vii) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(viii) the Company's Amendment No. 1 to Current Report on Form 8-K/A
dated March 20, 1998 filed with the Commission on June 3,
1998; and
(ix) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission
on May 3, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference into this Prospectus and to be made a part hereof from the
respective dates of filing of such documents. Any statement in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been or
may be specifically incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
in such documents). Such requests should be directed to the Company's principal
executive offices at 80 Lamberton Road, Windsor, Connecticut 06095, Attention:
Treasurer, telephone (860) 298-4500.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this Prospectus and in the documents incorporated
herein constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. For this purpose,
any statements contained herein or incorporated herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects"
and similar expressions are intended to identify forward-looking statements.
There are a number of important factors that could cause the results of the
Company to differ materially from those indicated by such forward-looking
statements. These factors include those set forth in "Risk Factors" herein and
elsewhere in this Prospectus.
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RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the Common Stock offered by this Prospectus.
Fluctuations in Quarterly Performance. The Company's revenues and operating
results historically have varied substantially from quarter to quarter. The
Company's quarterly operating results may continue to fluctuate due to a number
of factors, including the timing, size and nature of the Company's individual
license transactions; the timing of the introduction and the market acceptance
of new products or product enhancements by the Company or its competitors; the
relative proportions of revenues derived from license fees, maintenance,
consulting and other recurring revenues and professional services; changes in
the Company's operating expenses; personnel changes and fluctuations in economic
and financial market conditions. The timing, size and nature of individual
license transactions are important factors in the Company's quarterly operating
results. Many such license transactions involve large dollar amounts, and the
sales cycles for these transactions are often lengthy and unpredictable. There
can be no assurance that the Company will be successful in closing large license
transactions on a timely basis or at all.
Dependence on Financial Services Industry. The Company's clients include a
range of organizations in the financial services industry, and the success of
such clients is intrinsically linked to the health of the financial markets. In
addition, because of the capital expenditures required in connection with an
investment in the Company's products, the Company believes that demand for its
products could be disproportionately affected by fluctuations, disruptions,
instability or downturns in the financial markets, which may cause clients and
potential clients to exit the industry or delay, cancel or reduce any planned
expenditures for investment management systems and software products. Any
resulting decline in demand for the Company's products could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Product Concentration. To date, substantially all of the Company's revenues
have been attributable to the licensing of its CAMRA, PTS, FILMS and Total
Return software and the provision of maintenance and consulting services in
connection therewith. The Company currently expects that the licensing of
CAMRA, PTS, Finesse, FILMS, MLMS and Total Return software, and the provision of
related services, will account for a substantial portion of its revenues for the
foreseeable future. As a result, factors adversely affecting the pricing of or
demand for such products and services, such as competition or technological
change, could have a material adverse effect on the Company's business,
financial condition and results of operations.
Management of Growth. The Company's business has grown significantly in
size and complexity over the past several years. The growth in the size and
complexity of the Company's business as well as its client base has placed and
is expected to continue to place a significant strain on the Company's
management and operations. The Company's ability to compete effectively and to
manage future growth, if any, will depend on its ability to continue to
implement and improve operational, financial and management information systems
on a timely basis and to expand, train, motivate and manage its work force.
There can be no assurance that the Company's personnel, systems, procedures and
controls will be adequate to support the Company's operations. If the Company's
management is unable to manage growth effectively, the quality of the Company's
products and its business, financial condition and results of operations could
be materially adversely affected.
Integration of Operations. The Company's success is dependent in part on
its ability to complete its integration of the operations of its recent
acquisitions, Mabel Systems B.V. ("Mabel"), Shepro Braun, Quantra Corporation
("Quantra") and Savid International Inc. and The Savid Group, Inc. (together,
"Savid"), in an efficient and effective manner. See "Recent Events." The
successful integration in a rapidly changing financial services industry may be
more difficult to accomplish than in other industries. The
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combination of these companies and any future acquisitions will require, among
other things, integration of the companies' respective product offerings and
coordination of their sales and marketing and research and development efforts.
There can be no assurance that such integration will be accomplished smoothly or
successfully. The difficulties of such integration may be increased by the
necessity of coordinating geographically separated organizations. The
integration of certain operations will require the dedication of management
resources which may temporarily distract attention from the day-to-day business
of the combined company. The inability of management to successfully integrate
the operations of these companies could have a material adverse effect on the
business, financial condition and results of operations of the Company.
Competition. The market for financial services software is competitive,
rapidly evolving and highly sensitive to new product introductions and marketing
efforts by industry participants. Although the Company believes that none of
its competitors currently competes against the Company in each of the industry
segments served by the Company, there can be no assurance that such competitors
will not compete against the Company in the future in additional industry
segments. In addition, many of the Company's current and potential future
competitors have significantly greater financial, technical and marketing
resources, generate higher revenues and have greater name recognition than does
the Company.
Rapid Technological Change. The market for the Company's products and
services is characterized by rapidly changing technology, evolving industry
standards and new product introductions. The Company's future success will
depend in part upon its ability to enhance its existing products and services
and to develop and introduce new products and services to meet changing client
requirements. The process of developing software products such as those offered
by the Company is extremely complex and is expected to become increasingly
complex and expensive in the future with the introduction of new platforms and
technologies. There can be no assurance that the Company will successfully
complete the development of new products in a timely fashion or that the
Company's current or future products will satisfy the needs of the financial
markets.
Dependence on Database Supplier. The relational database design in many of
the Company's software products incorporates PFXplus, a "C"-based database
management system licensed to the Company by POWERflex Corporation Proprietary
Limited, an Australian vendor ("Powerflex"). If Powerflex were to increase its
fees under the license agreement, the Company's results of operations could be
materially adversely affected. Moreover, if Powerflex were to terminate the
license agreement, the Company would have to seek an alternative relational
database for its software products. While the Company believes that it could
migrate its products to an alternative database, there can be no assurance that
the Company would be able to license in a timely fashion a database with similar
features and on terms acceptable to the Company.
Dependence on Proprietary Technology. The Company's success and ability to
compete is dependent in part upon its proprietary technology. The Company relies
on a combination of trade secrets, copyright and trademark law, nondisclosure
agreements and technical measures to protect its proprietary technology. There
can be no assurance that the steps taken by the Company to limit access to its
proprietary technology will be adequate to deter misappropriation or independent
third-party development of such technology.
Product Defects and Product Liability. The Company's software products are
highly complex and sophisticated and could from time to time contain design
defects or software errors that could be difficult to detect and correct.
Errors, bugs or viruses may result in loss of or delay in market acceptance or
loss of client data. Although the Company has not experienced material adverse
effects resulting from any software defects or errors, there can be no assurance
that, despite testing by the Company and its clients, errors will not be found
in new products, which errors could result in a delay in or inability to achieve
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market acceptance and thus could have a material adverse impact upon the
Company's business, financial condition and results of operations.
Key Personnel. The Company's success is dependent in part upon its ability
to attract, train and retain highly skilled technical, managerial and sales
personnel. The loss of services of one or more of the Company's key employees
could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company continues to hire a significant
number of additional sales, service and technical personnel. Competition for
the hiring of such personnel in the software industry is intense. Locating
candidates with the appropriate qualifications, particularly in the desired
geographic location, can be difficult. Although the Company expects to continue
to attract and retain sufficient numbers of highly skilled employees for the
foreseeable future, there can be no assurance that the Company will do so.
Risks Associated with International Operations. The Company intends to
continue to expand its international sales activity as part of its business
strategy. To accomplish such continued expansion, the Company must establish
additional foreign operations and hire additional personnel, requiring
significant management attention and financial resources that could materially
adversely affect the Company's business, financial condition or results of
operations. An increase in the value of the U.S. dollar relative to foreign
currencies could make the products more expensive and, therefore, potentially
less competitive in those markets. An increasing portion of the Company's
international sales are denominated in foreign currency. The Company hedges some
of this risk; however, significant fluctuations in the value of foreign
currencies could have an adverse effect on the earnings of the Company. In
addition, the Company's international business may be subject to a variety of
risks, including foreign and domestic economic conditions, difficulties in
obtaining U.S. export licenses, potentially longer payment cycles, increased
costs associated with maintaining international marketing efforts, the
introduction of non-tariff barriers and higher duty rates, and difficulties in
enforcement of contractual obligations and intellectual property rights. There
can be no assurance that such factors will not have a material adverse effect on
the Company's business, financial condition or results of operations.
Possible Volatility of Share Price. The market price of the Company's
Common Stock, which is traded on the Nasdaq National Market, may be subject to
significant fluctuations in response to operating results, announcements of
technological innovations or new products by the Company or its competitors,
patent or proprietary rights developments and market conditions for computer
software industry stocks in general. In addition, the stock market in recent
years has experienced extreme price and volume fluctuations that often have been
unrelated or disproportionate to the operating performance of individual
companies. These market fluctuations, as well as general economic conditions,
may adversely affect the market price of the Common Stock. The trading prices
of many high technology companies' stocks are at or near their historical highs
and reflect price/earnings ratios substantially above historical norms. There
can be no assurance that the trading price of the Common Stock will remain at or
near its current level.
Dividends. No cash dividends have been paid on the Common Stock to date
and the Company does not anticipate paying cash dividends in the foreseeable
future.
Antitakeover Provisions. The Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") requires that any action
required or permitted to be taken by stockholders of the Company must be
effected at a duly called annual or special meeting of stockholders and may not
be effected by any consent in writing, and requires advance notice by a
stockholder of a proposal or director nomination which such stockholder desires
to present at any annual or special meeting of stockholders. Special meetings
of stockholders may be called only by the Chairman of the Board, the Chief
Executive Officer or, if none, the President of the Company or by the Board of
Directors. The Certificate of Incorporation provides for a classified Board of
Directors, and members of the Board of Directors may
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be removed only for cause upon the affirmative vote of holders of at least two-
thirds of the shares of capital stock of the Company entitled to vote. The
Company's Board of Directors has the authority to issue up to 1,000,000 shares
of Preferred Stock, $.01 par value per share, of the Company without any further
vote or action by the Company's stockholders. These provisions, and other
provisions of the Certificate of Incorporation, may have the effect of deterring
hostile takeovers or delaying or preventing changes in control or management of
the Company, including transactions in which stockholders might otherwise
receive a premium for their shares over then current market prices. In addition,
these provisions may limit the ability of stockholders to approve transactions
that they may deem to be in their best interests.
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THE COMPANY
The Company is a leading provider of client/server-based financial software
solutions, and related consulting services, designed to improve the efficiency
and effectiveness of investment management, actuarial and analytical functions
across a broad range of financial institutions. The Company has developed a
family of software products that provides a full range of mission-critical
information management and analysis, accounting, reporting and compliance tools
to help high-level investment and actuarial professionals make informed, real-
time decisions and automate many operational functions in today's increasingly
complex and fast-moving financial markets. The Company provides products and
services to asset managers, insurance companies, real estate investment
managers, banks, corporate treasuries, hedge funds, family offices and
government agencies worldwide.
The Company offers a family of highly functional, mission-critical,
client/server software applications that help automate and simplify information
management and analysis, accounting, reporting and compliance for investment
professionals in a broad range of financial service segments. The Company's
products, which include CAMRA 2000, PTS 2000, Finesse 2000, Total Return, FILMS
2000 and MLMS, are designed to improve the effectiveness of decision making by
executives, portfolio managers and other investment professionals by providing
open, fully integrated access to the quantitative analysis of transactions-based
data, allowing the management and analysis of large amounts of data both in the
aggregate and in detail on a timely basis. The Company's products are
complemented by a comprehensive service organization to facilitate successful
product implementation and provide ongoing training and support.
CAMRA 2000 is designed to account for all the activity of the investment
operation and continually update through the processing of day-to-day securities
transactions. PTS 2000 provides an economic model of insurance assets and
liabilities, generating option-adjusted cash flows to reflect the complex sets
of options and covenants frequently encountered in insurance contracts or
comparable agreements. Finesse 2000 is designed to model operating results,
gauge the effects of reinsurance and validate pricing, value business
transactions such as mergers and acquisitions, measure the impact of new
products, predict cash flows, analyze the impact of investment decisions and
improve strategic planning. Total Return is designed to support investment
firms which have sophisticated global investment, trading and management
concerns and complex financial, tax and partnership allocation reporting
requirements. FILMS 2000 and MLMS enable mortgage professionals to process,
analyze and report on a comprehensive basis information regarding their mortgage
loan portfolios.
Each of the Company's software products features (i) intuitive user
interfaces; (ii) a high degree of automation and integration with the Company's
other systems, legacy systems, data services and third-party tools; and (iii) a
highly scalable and flexible architecture. These features are intended to
enable clients to decrease staff learning time, integrate systems more tightly,
scale the technical environment to the appropriate size and tailor the product
suite to their business requirements. The Company's products feature
client/server architecture to support a distributed model of computing within a
Windows or OS/2 environment consistent with the requirement of the Company's
principal users. The high functionality, interoperability and ease-of-use of
the Company's products are intended to assure the efficient analysis and
management of information on a timely basis, increase productivity, reduce costs
and enable users in a variety of financial service organizations to devote more
time to critical business decisions rather than administrative, reporting and
compliance matters.
The Company is a Delaware corporation. The Company's principal executive
offices are located at 80 Lamberton Road, Windsor, Connecticut 06095 and its
telephone number is (860) 298-4500.
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RECENT EVENTS
On November 14, 1997, the Company acquired the entire issued share capital
of Mabel for an aggregate of 72,816 shares of Common Stock, together with a cash
payment of $850,000 to be paid in four installments, plus certain costs of
effecting the transaction. On December 31, 1997, a wholly owned subsidiary of
the Company merged with and into Shepro Braun, whereupon Shepro Braun became a
wholly owned subsidiary of the Company. The purchase price for Shepro Braun
consisted of an aggregate of 1,000,000 shares of Common Stock. On March 20,
1998, the Company acquired substantially all of the assets of Quantra for an
aggregate of 546,019 shares of Common Stock, $3,500,000 in cash and the
assumption of certain liabilities of the business of Quantra, plus the costs of
effecting the transaction. On April 9, 1998, the Company acquired all of the
outstanding capital stock of Savid for a cash payment of $821,500 and a
contingent cash payment of $750,000, plus the costs of effecting the
transaction.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.
THE SELLING STOCKHOLDERS
The Selling Stockholders acquired the Shares from the Company on December
31, 1997 in connection with the Shepro Acquisition.
Robert C. Shepro served as President and was principal stockholder of
Shepro Braun from its inception in November 1984 until its acquisition by the
Company in December 1997. Since December 1997, Mr. Shepro has served as Senior
Vice President of the Company.
Linda A. Shepro served as Chief Financial Officer, Secretary and Treasurer
of Shepro Braun from July 1990 until its acquisition by the Company in December
1997. Since December 1997, Ms. Shepro has served as General Business Unit
Manager for the Shepro Business Unit of the Company. Linda A. Shepro is the
spouse of Robert C. Shepro.
Richard J. Moore served as a director-level employee and was a member of
the Executive Committee of Shepro Braun until its acquisition by the Company in
December 1997. Since December 1997, Mr. Moore has served as a management-level
employee for the Shepro Business Unit of the Company.
Mark L. Seaman served as a director-level employee of Shepro Braun until
its acquisition by the Company in December 1997. Since December 1997, Mr.
Seaman has served as a management-level employee for the Shepro Business Unit of
the Company.
Brian R. Shearer served as Director of Product Development of Shepro Braun
until its acquisition by the Company in December 1997. Since December 1997, Mr.
Shearer has served as a management-level employee for the Shepro Business Unit
of the Company.
-9-
<PAGE>
The following table sets forth certain information regarding the beneficial
ownership of shares of Common Stock by each of the Selling Stockholders.
<TABLE>
<CAPTION>
Shares of Common
Number of Shares of Stock Beneficially Owned
Common Stock Number of Shares of After the Offering(1)
Name of Beneficially Owned Common Stock ---------------------------
Selling Stockholder Prior to Offering Being Offered Number Percentage(2)
- ------------------------ -------------------- -------------------- ------ -------------
<S> <C> <C> <C>
Robert C. Shepro 701,920(3) 336,921 364,999(3) 2.5%
Linda A. Shepro 144,230(3) 69,230 75,000(3) *
Richard J. Moore 96,150 46,152 49,998 *
Mark L. Seaman 38,460 18,461 19,999 *
Brian R. Shearer 19,240 9,236 10,004 *
</TABLE>
- ----------------
* Less than 1%.
(1) Assumes the sale of all of the shares offered hereby.
(2) Based on 14,447,763 shares of Common Stock issued and outstanding on May
31, 1998.
(3) Robert C. Shepro is the spouse of Linda A. Shepro. The number of shares of
Common Stock beneficially owned by such Selling Stockholder excludes the
shares beneficially owned by his or her spouse. Mr. Shepro disclaims
beneficial ownership of the shares of Common Stock held by Ms. Shepro, and
Ms. Shepro disclaims beneficial ownership of the shares of Common Stock
held by Mr. Shepro.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that the Shares covered
hereby may be offered and sold by the Selling Stockholders, or by pledgees,
donees, transferees or other successors in interest, in private or public
transactions, in transactions involving principals, in transactions involving
brokers, or by any other lawful methods. Sales through brokers may be made by
any method of trading authorized by any stock exchange or market on which the
Shares may be listed, including block trading in negotiated transactions.
Without limiting the foregoing, such brokers may act as dealers by purchasing
any or all of the Shares covered by this Prospectus, either as agents for others
or as principals for their own accounts, and reselling such Shares pursuant to
this Prospectus. Sales of Shares are, in general, expected to be made at the
market price prevailing at the time of each such sale; however, prices in
negotiated transactions may differ considerably. The Selling Stockholders may
also offer to sell and sell the Shares in options transactions. Each of the
Selling Stockholders has advised the Company that he or she does not anticipate
paying any consideration other than usual and customary broker's commissions in
connection with sales of the Shares. Each of the Selling Stockholders is acting
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. In addition, any Shares covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.
In offering the Shares covered by this Prospectus, each of the Selling
Stockholders and any broker-dealers who execute sales for such Selling
Stockholder may be considered to be "underwriters" within the meaning of the
Securities Act, and any profits realized by such Selling Stockholder and the
compensation of such broker-dealers may be deemed to be underwriting discounts
and commissions.
-10-
<PAGE>
The Company has agreed to indemnify in certain circumstances certain of the
Selling Stockholders against certain liabilities, including liabilities under
the Securities Act. Each of the Selling Stockholders has agreed to indemnify in
certain circumstances the Company and certain related persons against certain
liabilities, including liabilities under the Securities Act.
The Company has agreed with each of the Selling Stockholders to keep the
Registration Statement of which this Prospectus constitutes a part effective
until the earlier of (i) the date six months after the effective date of the
Registration Statement and (ii) such time as certain of the Shares have been
sold by the Selling Stockholders. The Company intends to deregister any of the
Shares not sold by the Selling Stockholders at the end of such period.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Hale and Dorr LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1996 and 1997 and for each of the three years in the period ended December 31,
1997 incorporated in this Prospectus by reference have been audited by Coopers &
Lybrand L.L.P., independent public accountants, as stated in their report
incorporated in this Prospectus by reference, and have been so included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing. The financial statements of Mabel as of December 31,
1996 and for the year then ended incorporated in this Prospectus by reference
have been audited by Coopers & Lybrand N.V., independent public accountants, as
stated in their report incorporated in this Prospectus by reference, and have
been so included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing. The consolidated financial
statements of Quantra as of December 31, 1996 and for the year then ended
incorporated in this Prospectus by reference have been audited by Ernst & Young
LLP, independent public accountants, as stated in their report incorporated in
this Prospectus by reference, and have been so included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing. The consolidated financial statements of Quantra as of December 31,
1997 and for the year then ended incorporated in this Prospectus by reference
have been audited by Coopers & Lybrand L.L.P., independent public accountants,
as stated in their report incorporated in this Prospectus by reference, and have
been so included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
-11-
<PAGE>
=============================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE SELLING STOCKHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY TO
ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER
OR SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
____________________
TABLE OF CONTENTS
PAGE
----
Available Information.................................. 2
Incorporation of Certain Documents
By Reference.......................................... 2
Special Note Regarding Forward-Looking
Information........................................... 3
Risk Factors........................................... 4
The Company............................................ 8
Recent Events.......................................... 9
Use of Proceeds........................................ 9
The Selling Stockholders............................... 9
Plan of Distribution.................................. 10
Legal Matters......................................... 11
Experts............................................... 11
=============================================================
=================================================================
480,000 Shares
SS&C TECHNOLOGIES, INC.
Common Stock
___________________
PROSPECTUS
___________________
, 1998
=================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by the Registrant. All amounts shown are
estimates except for the Securities and Exchange Commission registration fee.
SEC Registration Fee $ 2,647
Accounting Fees and Expenses 20,000
Legal Fees and Expenses 10,000
Miscellaneous 2,353
___________
Total $ 35,000
===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that no director of
the Registrant shall be personally liable for any monetary damages for any
breach of fiduciary duty as a director, except to the extent that the Delaware
General Corporation Law prohibits the elimination of liability of directors for
breaches of fiduciary duty.
Article NINTH of the Certificate of Incorporation provides that a director
or officer of the Registrant (a) shall be indemnified by the Registrant against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement actually and reasonably incurred in connection
with any action by or in the right of the Registrant brought against him by
virtue of his position as a director or officer of the Registrant if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Registrant, except that no indemnification shall be
made with respect to any matter as to which such person shall have been adjudged
to be liable to the Registrant, unless the Court of Chancery of Delaware
determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has been
successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, he is required to be indemnified by
the Registrant against all expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. In the event the Registrant does
not assume the defense of an action in accordance with the Certificate of
Incorporation, expenses shall be advanced to a director or officer at his
request prior to the final disposition of the matter, provided that he
undertakes to repay the amount advanced if it is ultimately determined that he
is not entitled to indemnification for such expenses.
Indemnification is required to be made unless the Registrant determines that
the applicable standard of conduct required for indemnification has not been met
and must be made if the director or officer was successful, on the merits or
otherwise, in defense of the matter. In the event of a determination by the
Registrant that the director or officer did not meet the applicable standard of
conduct required for indemnification, or if the Registrant fails to make an
indemnification payment within 60 days after such
II-1
<PAGE>
payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is entitled
to indemnification. As a condition precedent to the right of indemnification,
the director or officer must give the Registrant notice of the action for which
indemnity is sought, and the Registrant has the right to participate in such
action or assume the defense thereof.
Article NINTH of the Certificate of Incorporation further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must indemnify
those persons to the fullest extent permitted by such law as so amended.
Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of 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 Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite an adjudication of liability but in view of all 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.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------------------------------
<S> <C>
4 Specimen Certificate for shares of Common Stock, $.01 par value, of the Registrant is
incorporated herein by reference to the Registrant's Registration Statement on Form S-1
(File No. 333-3094).
5 Opinion of Hale and Dorr LLP with respect to the validity of the securities being offered.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Coopers & Lybrand N.V.
23.4 Consent of Coopers & Lybrand L.L.P.
23.5 Consent of Ernst & Young LLP
24 Powers of Attorney (included on page II-5 of this Registration Statement).
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
derivation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions contained in the Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws of the Registrant
and the laws of the State of Delaware, 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
II-3
<PAGE>
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.
II-4
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of 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 City of Windsor, State of Connecticut, on this 23rd
day of June, 1998.
SS&C TECHNOLOGIES, INC.
By: /s/ William C. Stone
----------------------------------------
William C. Stone
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of SS&C Technologies, Inc.,
hereby severally constitute and appoint William C. Stone, John S. Wieczorek and
John A. Burgess, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-3 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable SS&C
Technologies, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ William C. Stone Chairman of the Board of Directors June 23, 1998
- ----------------------------------- and Chief Executive Officer
William C. Stone (Principal Executive Officer)
/s/ John S. Wieczorek Vice President, Chief Financial June 23, 1998
- ----------------------------------- Officer and Treasurer (Principal
John S. Wieczorek Financial and Accounting Officer)
/s/ David L. Blankenship Director June 23, 1998
- -----------------------------------
David L. Blankenship
Director
- -----------------------------------
David W. Clark, Jr.
/s/ Joseph H. Fisher Director June 23, 1998
- -----------------------------------
Joseph H. Fisher
Director June 23, 1998
/s/ Stephen P. Reynolds
- -----------------------------------
Stephen P. Reynolds
Director June 23, 1998
/s/ Jonathan M. Schofield
- -----------------------------------
Jonathan M. Schofield
/s/ David M. Stoner Director June 23, 1998
- -----------------------------------
David M. Stoner
Director June 23, 1998
/s/ William W. Wyman
- -----------------------------------
William W. Wyman
</TABLE>
II-6
<PAGE>
EXHIBIT 5
HALE AND DORR LLP
Counsellors at Law
60 State Street
Boston, MA 02109
617-526-6000 * FAX 617-526-5000
June 23, 1998
SS&C Technologies, Inc.
80 Lamberton Road
Windsor, CT 06095
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on Form
S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration for resale by Robert C. Shepro,
Linda A. Shepro, Richard J. Moore, Mark L. Seaman and Brian R. Shearer of an
aggregate of 480,000 shares of common stock, $.01 par value per share (the
"Shares"), of SS&C Technologies, Inc., a Delaware corporation (the "Company").
We have examined the Amended and Restated Certificate of Incorporation and
the Amended and Restated By-Laws of the Company, each as amended to date, and
have examined and relied on the originals, or copies certified to our
satisfaction, of such records of meetings, written actions in lieu of meetings,
or resolutions adopted at meetings, of the directors and stockholders of the
Company, all as provided to us by the Company, and such other documents and
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to the originals of all documents submitted
to us as certified, facsimile or photostatic copies, (iii) the authenticity of
the originals of such latter documents, and (iv) the legal competence of all
signatures to such documents.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and non-
assessable.
It is our understanding that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters set forth herein,
and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters."
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of SS&C Technologies, Inc. (the "Company") on Form S-3 of our report dated
February 25, 1998, except Note 14, the Subsequent Events footnote, for which the
date is March 20, 1998, on our audits of the consolidated financial statements
of SS&C Technologies, Inc. and Subsidiaries as of December 31, 1997 and 1996 and
for the years ended December 31, 1997, 1996 and 1995, which report is
incorporated by reference in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, as filed with the Commission on March 31,
1998. We also consent to the reference to our firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
June 19, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of SS&C Technologies, Inc. on Form S-3 of our report dated January 23, 1998, on
our audit of the financial statements of Mabel Systems B.V. as of December 31,
1996 and for the year then ended, which report has been included in the Current
Report on Form 8-K/A, dated November 14, 1997 as filed with the Commission on
January 28, 1998. We also consent to the reference to our firm under the
caption "Experts."
/s/ COOPERS & LYBRAND N.V.
Amsterdam, The Netherlands
June 17, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of SS&C Technologies, Inc. (the "Company") on Form S-3 of our report dated June
2, 1998, on our audit of the consolidated financial statements of Quantra
Corporation and Subsidiaries as of December 31, 1997 and for the year ended
December 31, 1997, which report has been included in Amendment No. 1 to Current
Report on Form 8-K/A, dated March 20, 1998 as filed with the Commission on June
3, 1998. We also consent to the reference to our firm under the caption
"Experts."
/s/ COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
June 19, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related prospectus of SS&C Technologies,
Inc. and to the incorporation by reference therein of our report dated January
23, 1997, with respect to the consolidated financial statements of Quantra
Corporation included in the Current Report on Form 8-K/A filed by SS&C
Technologies, Inc. with the Securities and Exchange Commission on June 3, 1998.
/s/ ERNST & YOUNG LLP
June 19, 1998
Chicago, Illinois
