<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
</TABLE>
SS&C Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
SS&C TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of SS&C
Technologies, Inc., a Delaware corporation (the "Company"), will be held on May
23, 2000 at 9:00 a.m. at the Hartford Golf Club, 134 Norwood Road, West
Hartford, Connecticut 06117 (the "Meeting") for the purpose of considering and
voting upon the following matters:
1. To elect two Class I directors for the ensuing three years and to
elect one Class III director for the remaining two years of the
Class III term;
2. To approve an amendment to the Company's 1998 Stock Incentive Plan,
as amended, to increase the number of shares of the Company's Common
Stock, $.01 par value per share (the "Common Stock"), authorized for
issuance thereunder from 1,500,000 to 2,000,000 shares;
3. To approve an amendment to the Company's 1996 Employee Stock
Purchase Plan, as amended, to increase the number of shares of
Common Stock authorized for issuance thereunder from 400,000 to
600,000 shares;
4. To approve an amendment to the Company's 1996 Director Stock Option
Plan, as amended, to increase (i) the number of shares of Common
Stock authorized for issuance thereunder from 150,000 to 300,000
shares and (ii) the number of shares of Common Stock issuable upon
the exercise of options granted to each non-employee director upon
initial election to the Board of Directors and at each annual
meeting of stockholders from 5,000 to 10,000 shares;
5. To ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent public accountants for the current fiscal
year; and
6. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has no knowledge of any other business to be
transacted at the Meeting.
The Board of Directors has fixed the close of business on April 14, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournments thereof.
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1999, which contains consolidated financial statements and other
information of interest to stockholders, accompanies this Notice and the
enclosed Proxy Statement.
By Order of the Board of Directors,
/S/ WILLIAM C. STONE
William C. Stone, Secretary
April 28, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING
ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED
STATES.
<PAGE> 3
SS&C TECHNOLOGIES, INC.
80 LAMBERTON ROAD
WINDSOR, CONNECTICUT 06095
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 2000
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of SS&C Technologies, Inc., a Delaware corporation (the
"Company"), of proxies for use at the Annual Meeting of Stockholders to be held
on May 23, 2000 at 9:00 a.m. at the Hartford Golf Club, 134 Norwood Road, West
Hartford, Connecticut 06117 and at any adjournments thereof (the "Meeting").
Except where the context otherwise requires, references to the Company in this
Proxy will mean the Company and any of its subsidiaries.
Proxies will be voted in accordance with the instructions of the
stockholders. If no choice is specified, proxies will be voted in favor of the
matters set forth in the accompanying Notice of Meeting. A proxy may be revoked
by a stockholder at any time before its exercise by delivery of a written
revocation to the Secretary of the Company. Attendance at the Meeting will not
itself be deemed to revoke a proxy unless the stockholder gives affirmative
notice at the Meeting that the stockholder intends to revoke the proxy and vote
in person.
On April 14, 2000, the record date for determination of stockholders
entitled to vote at the Meeting, an aggregate of 16,113,481 shares of Common
Stock of the Company, $.01 par value per share (the "Common Stock"), were
outstanding and entitled to vote. Each share of Common Stock entitles the record
holder to one vote on each of the matters to be voted upon at the Meeting.
THE NOTICE OF MEETING, THIS PROXY STATEMENT, THE ENCLOSED PROXY AND THE
COMPANY'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1999 ARE
FIRST BEING SENT OR GIVEN TO STOCKHOLDERS ON OR ABOUT APRIL 28, 2000. THE
COMPANY WILL, UPON WRITTEN REQUEST OF ANY STOCKHOLDER, FURNISH WITHOUT CHARGE A
COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT EXHIBITS. PLEASE
ADDRESS ALL SUCH REQUESTS TO THE COMPANY, 80 LAMBERTON ROAD, WINDSOR,
CONNECTICUT 06095, ATTENTION: SECRETARY. EXHIBITS WILL BE PROVIDED UPON WRITTEN
REQUEST AND PAYMENT OF AN APPROPRIATE PROCESSING FEE.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of January 31, 2000,
with respect to the beneficial ownership of shares of Common Stock by (i) each
person known to the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (ii) the directors and nominees for director of the
Company, (iii) the Chief Executive Officer, the three other most highly
compensated executive officers who were serving as executive officers on
December 31, 1999 and one additional person who would have been included among
the most highly compensated executive officers if he were serving as such on
December 31, 1999 (the "Named Executive Officers"), and (iv) all executive
officers, directors and nominees for director of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP(1)
---------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES CLASS
---------------- ----------- ------------
<S> <C> <C>
5% STOCKHOLDERS:
William C. Stone(2)......................................... 4,581,947 28.5%
c/o SS&C Technologies, Inc.
80 Lamberton Road
Windsor, CT 06095
General Atlantic Partners, LLC(3)........................... 2,595,140 16.2
c/o General Atlantic Service Corporation
Three Pickwick Plaza
Greenwich, CT 06830
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP(1)
---------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES CLASS
---------------- ----------- ------------
<S> <C> <C>
OTHER DIRECTORS AND NOMINEES:
David L. Blankenship(4)..................................... 546,019 3.4%
David W. Clark, Jr.(5)...................................... 95,000 *
Joseph H. Fisher(6)......................................... 40,000 *
Patrick J. McDonnell........................................ -- --
Stephen P. Reynolds(7)...................................... 10,000 *
Jonathan M. Schofield(8).................................... 27,600 *
William W. Wyman(9)......................................... 72,098 *
OTHER NAMED EXECUTIVE OFFICERS:
Anthony R. Guarascio(10).................................... 24,789 *
Steven M. Helmbrecht(11).................................... 80,765 *
Michael Morini(12).......................................... 104,168 *
David A. Varsano(13)........................................ 38,802 *
All executive officers and directors as a group (10
Persons)(14).............................................. 5,478,218 33.7
</TABLE>
- ------------
* Less than 1%
(1) The number of shares beneficially owned by each stockholder, director and
executive officer is determined under rules promulgated by the Securities
and Exchange Commission and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual
has the right to acquire within 60 days after January 31, 2000 through the
exercise of any stock option or other right. The inclusion herein of such
shares, however, does not constitute an admission that the named
stockholder is a direct or indirect beneficial owner of such shares. Unless
otherwise indicated, each person or entity named in the table has sole
voting power and investment power (or shares such power with his or her
spouse) with respect to all shares of capital stock listed as owned by such
person or entity.
(2) Includes 57,267 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 2000.
(3) Consists of 2,379,076 shares held by General Atlantic Partners 15, L.P.
("GAP 15") and 216,064 shares held by GAP Coinvestment Partners, L.P. ("GAP
Coinvestment"). The general partner of GAP 15 is General Atlantic Partners,
LLC, a Delaware limited liability company. The managing members of General
Atlantic Partners, LLC are Steven A. Denning, Peter L. Bloom, David C.
Hodgson, William O. Grabe, William E. Ford, Clifton S. Robbins and Franchon
M. Smithson (collectively, the "GAP Managing Members"). The GAP Manager
Members are the general partners of GAP Coinvestment. Mr. Reynolds, a Class
II director of the Company, is a special advisor to General Atlantic
Partners, LLC and a limited partner in GAP Coinvestment. The information
reported is based solely on a Schedule 13G/A, dated February 14, 2000,
filed with the Securities and Exchange Commission by GAP 15 and GAP
Coinvestment.
(4) Consists of 546,019 shares held by QSC Holding Inc., a wholly-owned
subsidiary of AEGON USA Realty Advisors, Inc. Mr. Blankenship is a member
of the Board of Directors of QSC Holding Inc. and Chairman of the Board and
President of AEGON USA Realty Advisors, Inc. Mr. Blankenship has submitted
his resignation from the Board of Directors of the Company, effective
immediately prior to the Meeting.
(5) Consists of 20,000 shares held directly by Mr. Clark, 60,000 shares held by
the Clark Limited Family Partnership, of which Mr. Clark is a general
partner, and 15,000 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 2000. Mr. Clark
disclaims
2
<PAGE> 5
beneficial ownership of the shares held by the Clark Limited Family Partnership
except to the extent of his proportionate pecuniary interest therein.
(6) Includes 15,000 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 2000.
(7) Consists of 10,000 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 2000.
(8) Includes 10,000 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 2000.
(9) Includes 42,500 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 2000.
(10) Consists of 24,789 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 2000.
(11) Consists of 19,000 shares held directly by Mr. Helmbrecht, 600 shares
beneficially held by Mr. Helmbrecht by virtue of his interests in Sellwood
Realty and Selland Limited Partnership and 61,165 shares subject to
outstanding stock options which are exercisable within the 60-day period
following January 31, 2000.
(12) Consists of 104,168 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 2000. Mr. Morini
left the Company in January 2000.
(13) Mr. Varsano left the Company in July 1999.
(14) Includes an aggregate of 235,721 shares subject to outstanding stock
options which are exercisable within the 60-day period following January
31, 2000.
VOTES REQUIRED
The holders of a majority of the shares of the Common Stock issued and
outstanding and entitled to vote at the Meeting will constitute a quorum for the
transaction of business at the Meeting. Shares of Common Stock present in person
or represented by proxy (including shares which abstain or do not vote with
respect to one or more of the matters presented for stockholder approval) will
be counted for the purpose of determining whether a quorum exists at the
Meeting.
The affirmative vote of the holders of a plurality of the votes cast by the
stockholders entitled to vote at the Meeting is required for the election of
directors. The affirmative vote of the holders of a majority of the shares of
Common Stock present or represented by proxy at the Meeting and voting on the
matter is required to approve the amendments to the Company's 1998 Stock
Incentive Plan, 1996 Employee Stock Purchase Plan and 1996 Director Stock Option
Plan and to ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent public accountants for the current year.
Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as votes cast or shares voting on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on the
matters to be voted on at the Meeting, each of which requires the affirmative
vote of either a plurality or a majority of the votes cast or shares voting on
the matter.
3
<PAGE> 6
PROPOSAL 1 -- ELECTION OF DIRECTORS
DIRECTORS AND NOMINEES FOR DIRECTOR
The Company has a classified Board of Directors which consists of two Class
I directors, two Class II directors and three Class III directors (the "Board").
The Class I, Class II and Class III directors will serve until the annual
meetings of stockholders to be held in 2000, 2001 and 2002, respectively, and
until their respective successors are elected and qualified. At each annual
meeting of stockholders, directors are elected for a full three-year term to
succeed those directors whose terms are expiring.
Unless the proxy is marked otherwise, the persons named in the enclosed
proxy will vote to elect, as Class I directors, Jonathan M. Schofield and
William W. Wyman to serve for the ensuing three-year term and, as a Class III
director, Patrick J. McDonnell to serve for the remaining two years of the term
for Class III directors. Messrs. Schofield and Wyman are currently Class I
directors of the Company. Mr. McDonnell is not currently a director of the
Company and, if elected, will occupy the seat on the Board to be vacated by
David L. Blankenship, who has resigned as a member of the Board, effective
immediately prior to the Meeting.
Each Class I director will be elected to hold office until the 2003 Annual
Meeting of Stockholders and until his successor is elected and qualified. Mr.
McDonnell will be elected to hold office until the 2002 Annual Meeting of
Stockholders and until his successor is elected and qualified. Each of the
nominees has indicated his willingness to serve, if elected; however, if any
nominee should be unable to serve, the person acting under the proxy may vote
the proxy for a substitute nominee. The Board has no reason to believe that any
of the nominees will be unable to serve if elected.
For each member of the Board whose term of office as a director continues
after the Meeting, including those who are nominees for election as Class I and
Class III directors, there follows information given by each concerning his
principal occupation and business experience for at least the past five years,
the names of other publicly held companies for which he serves as a director,
his age and length of service as a director of the Company. There are no
familial relationships among any of the directors, nominees for director and
executive officers of the Company.
Nominees for Terms Expiring in 2003 (Class I Directors)
JONATHAN M. SCHOFIELD, age 59, has served on the Board since April 1997.
Since 1992 Mr. Schofield has served as the Chairman of the Board of Airbus
Industrie of North America, Inc., a subsidiary of Airbus Industrie, a
manufacturer of large civil aircraft. From December 1992 through February 2000,
he also served as Chief Executive Officer of Airbus Industrie of North America.
From 1989 through 1992, he served as President of United Technologies
International, a wholly owned subsidiary of United Technologies Corporation, a
diversified manufacturer of industrial products.
WILLIAM W. WYMAN, age 62, has served on the Board since February 1996. From
December 1992 through February 2000, Mr. Wyman has provided consulting services
to various companies on a part-time basis. From 1984 through 1995, he served as
Managing Partner of Oliver, Wyman & Company, a consulting firm he founded which
specializes in management consulting to financial institutions in North America
and Europe. From 1965 to 1984, Mr. Wyman was employed at Booz, Allen & Hamilton,
an international management consulting firm. He also serves as a member of the
Boards of Directors of Predictive Systems, Inc. and U.S. Timberlands Company,
L.P.
Directors Whose Terms Expire in 2001 (Class II Directors)
JOSEPH H. FISHER, age 56, has served on the Board since January 1992. Mr.
Fisher has been retired since May 1991. Mr. Fisher served as the Managing
Partner of the Hartford, Connecticut office of KPMG LLP from 1983 through 1991.
Mr. Fisher currently serves as a member of the Boards of Directors of
ConnectiCare, Inc., a managed care organization, Curtis Corporation, a privately
held packaging company, and the Connecticut Housing Finance Authority.
4
<PAGE> 7
STEPHEN P. REYNOLDS, age 48, has served on the Board since April 1998. Mr.
Reynolds has served in various capacities with General Atlantic Partners, LLC
and its predecessors since April 1980, currently as a special advisor. He also
serves as a member of the Boards of Directors of Computer Learning Centers, Inc.
and Brigham Exploration Company, Inc.
Directors Whose Terms Expire in 2002 (Class III Directors)
DAVID W. CLARK, JR., age 62, has served on the Board since November 1992.
He is currently the Managing Director of Pryor & Clark Company, a corporation
involved in private investments and venture capital, where he has served since
1991. Mr. Clark has previously served as President, Chief Operating Officer and
Treasurer of Corcap, Inc., an elastomer and molded rubber manufacturer,
President and Chief Executive Officer of CompuDyne Corporation, a defense
services contractor, and President and Chief Operating Officer of Lydall, Inc.,
a diversified manufacturer of industrial products. He also serves as a member of
the Boards of Checkpoint Systems Inc. and CompuDyne Corporation.
WILLIAM C. STONE, age 44, founded the Company in 1986 and has served as
Chairman of the Board and Chief Executive Officer since the Company's inception.
He also served as the Company's President from inception through April 1997 and
since March 1999. Prior to founding the Company, he directed the financial
services consulting practice of KPMG LLP in Hartford, Connecticut and was Vice
President of Administration and Special Investment services at Advest, Inc.
Nominee for Term Expiring in 2002 (Class III Director)
PATRICK J. MCDONNELL, age 56, is a nominee for election to the Board. Mr.
McDonnell is currently the President and Chief Executive Officer of Jordan
Professional Services, a professional services firm. From 1998 through 1999, Mr.
McDonnell served as the President and Chief Operating Officer of LAI Worldwide,
an executive recruitment firm. Prior to that time, Mr. McDonnell served as the
Vice Chairman of Business Assurance for Coopers & Lybrand, an accounting firm.
See "Security Ownership of Certain Beneficial Owners and Management" above
for a summary of the shares of Common Stock owned by each of the directors and
director nominees.
BOARD AND COMMITTEE MEETINGS
The Board met seven times (including by telephone conference) during 1999.
All directors other than Mr. Blankenship and Mr. Wyman attended at least 75% of
the meetings of the Board and of the committees on which they served.
The Board has a Compensation Committee, which has the authority and
responsibility to establish the compensation of, and compensation policies
applicable to, the Company's executive officers and administers certain of the
Company's stock benefit plans. The Compensation Committee held two meetings
during 1999. The current members of the Compensation Committee are Messrs.
Reynolds and Schofield.
The Board has an Audit Committee, which reviews and evaluates audit
procedures and the results and scope of the audit and other services provided by
the Company's independent public accountants. The Audit Committee held four
meetings during 1999. The current members of the Audit Committee are Messrs.
Clark and Fisher.
The Company has no nominating committee of the Board.
DIRECTOR COMPENSATION
All of the directors are reimbursed for expenses incurred in connection
with their attendance at Board and committee meetings. Each non-employee
director is paid $500 for attendance at each meeting of the Board (other than
telephonic meetings). Employee directors are not entitled to compensation in
connection with their attendance at these meetings in their capacities as
directors. See "Proposal 4 -- Amendment To
5
<PAGE> 8
The 1996 Director Stock Option Plan" below for a description of options granted
to the Company's non-employee directors.
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation
The following table sets forth certain information with respect to the
annual and long-term compensation of each of the Named Executive Officers for
the three years ended December 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
-------------------- ------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)(1)
------------------------------ ---- --------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
William C. Stone...................... 1999 $343,750 -- -- --
Chairman of the Board, President and 1998 250,000 -- 450,000 $1,000
Chief Executive Officer 1997 250,000 $150,000 -- 1,000
Anthony R. Guarascio(2)............... 1999 198,750 25,000 -- 1,000
Senior Vice President and 1998 43,731 -- 70,000 1,000
Chief Financial Officer
Steven M. Helmbrecht.................. 1999 255,293 25,000 25,000 --
Senior Vice President, Europe, 1998 239,703 -- 50,000 1,000
the Middle East and Africa 1997 252,262 -- 50,000 1,000
Michael Morini(3)..................... 1999 256,250 116,667 25,000 1,000
Senior Vice President, 1998 200,000 -- -- 1,000
Asset Management
David A. Varsano(4)................... 1999 133,381 25,000 -- 1,000
Senior Vice President and 1998 192,500 -- -- 1,000
Chief Technology Officer 1997 172,500 50,000 22,000 1,000
</TABLE>
- ------------
(1) Represents the Company's contribution to the indicated person under its
401(k) savings plan.
(2) Mr. Guarascio joined the Company in October 1998.
(3) Mr. Morini joined the Company in April 1998 and left the Company in January
2000.
(4) Mr. Varsano left the Company in July 1999.
6
<PAGE> 9
Option Grants
The following table sets forth certain information concerning grants of
stock options made during 1999 to each of the Named Executive Officers. The
Company granted no stock appreciation rights during 1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATES
SECURITIES TOTAL OPTIONS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM($)(2)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ----------------------------
NAME GRANTED(#) FISCAL YEAR(%) SHARE($)(1) DATE 5% 10%
---- ---------- -------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
William C. Stone....... -- -- -- -- -- --
Anthony R. Guarascio... -- -- -- -- --
Steven M. Helmbrecht... 25,000(3) 2.0% $12.75 4/12/09 $200,450 $508,000
Michael Morini......... 25,000(3) 2.0 12.75 4/12/09 200,450 508,000
David A. Varsano....... -- -- -- -- -- --
</TABLE>
- ------------
(1) All options were granted at fair market value as determined by the Board on
the date of the grant.
(2) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compound rates of appreciation (5% and 10%) on
the market value of the Common Stock on the date of option grant over the
term of the options. These numbers are calculated based on rules promulgated
by the Securities and Exchange Commission and do not reflect the Company's
estimate of future stock price growth. Actual gains, if any, on stock option
exercises and Common Stock holdings are dependent on the timing of such
exercise and the future performance of the Common Stock. There can be no
assurance that the rates of appreciation assumed in this table can be
achieved or that the amounts reflected will be received by the option
holder.
(3) The terms of this option provide that 6,250 shares vest and become fully
exercisable on April 13, 2000 and thereafter an additional 521 shares will
vest each month for three years.
Aggregated Option Exercises and Fiscal Year-End Option Value Table
The following table summarizes certain information regarding stock options
exercised during 1999 and the number and value of unexercised stock options held
as of December 31, 1999 by each of the Named Executive Officers. No stock
appreciation rights were exercised during 1999 by the Named Executive Officers
or were outstanding at year end.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT FISCAL THE-MONEY OPTIONS AT
SHARES YEAR END(#) FISCAL YEAR END($)(2)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
William C. Stone........ -- -- 81,810 / 368,190 $0 / $0
Anthony R. Guarascio.... -- -- 20,416 / 49,584 0 / 0
Steven M. Helmbrecht.... -- -- 20,416 / 75,960 0 / 0
Michael Morini.......... -- -- 59,375 / 90,625 0 / 0
David A. Varsano........ 83,958 $113,054 -- / -- -- / --
</TABLE>
- ------------
(1) Represents the difference between the exercise price and the fair market
value of the Common Stock on the date of exercise.
(2) Value based upon the last sales price per share ($5.936) of the Common Stock
on December 31, 1999, as reported on the Nasdaq National Market, less the
exercise price.
7
<PAGE> 10
Changes to Compensation Plans
The Company has proposed amendments to its 1998 Stock Incentive Plan, as
amended (the "1998 Plan"), 1996 Employee Stock Purchase Plan, as amended (the
"Purchase Plan"), and 1996 Director Stock Option Plan, as amended (the "Director
Plan"). Because all grants under the 1998 Plan are made at the discretion of the
Board, future grants under the 1998 Plan are not yet determinable. Similarly,
because each employee's participation in the Purchase Plan is purely voluntary,
the future benefits under the Purchase Plan are also not yet determinable.
Because all grants under the Director Plan are contingent upon a director's re-
election to the Board by the Company's stockholders and are dependent upon the
Company's stock price at the time of such grants, future grants under the
Director Plan are not determinable. The following table summarizes the number of
stock options granted under the 1998 Plan and the Director Plan and the number
of shares purchased under the Purchase Plan during the fiscal year ended
December 31, 1999 to (i) the persons named in the Summary Compensation Table,
(ii) all current executive officers as a group, (iii) all current directors who
are not executive officers as a group and (iv) all employees (excluding
executive officers) as a group.
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
1998 PLAN(1) PURCHASE PLAN(2)
--------------------- ------------------------- DIRECTOR PLAN(3)
EXERCISE PURCHASE --------------------
PRICE NUMBER OF PRICE NUMBER OF NUMBER OF
($ PER OPTIONS ($ PER SHARE) SHARES EXERCISE OPTIONS
NAME AND POSITION SHARE)(4) GRANTED (5) PURCHASED PRICE GRANTED
----------------- --------- --------- ------------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
William C. Stone................... -- -- -- -- -- --
Chairman of the Board,
President and Chief
Executive Officer
Anthony R. Guarascio............... $ 9.625 70,000 -- -- -- --
Senior Vice President and
Chief Financial Officer
Steven M. Helmbrecht............... 12.083 75,000 -- -- -- --
Senior Vice President, Europe,
the Middle East and Africa
Michael Morini..................... 12.750 25,000 $10.4125 1,920 -- --
Senior Vice President,
Asset Management
David A. Varsano................... 12.750 25,000 9.60 1,503 -- --
Senior Vice President and
Chief Technology Officer
Current Executive Officers, as a
group(6)......................... 10.897 145,000 -- -- -- --
Non-Executive Officer Directors, as
a group.......................... -- -- -- -- $15.00 25,000
Non-Executive Officer Employees, as
a group.......................... 14.133 978,000 6.5029 329,835 -- --
</TABLE>
- ---------------
(1) Only employees and consultants (including officers and directors) of the
Company are eligible for option grants under the 1998 Plan.
(2) Only Company employees (including officers) whose customary employment with
the Company is at least 20 hours per week and more than five months in any
calendar year are eligible to participate in the Purchase Plan.
(3) Only non-employee directors are eligible to receive automatic option grants
under the Director Plan.
(4) Exercise prices for the options granted during the fiscal year ended
December 31, 1999 are shown on a weighted-average basis for the groups
presented.
8
<PAGE> 11
(5) Under the terms of the Purchase Plan, eligible employees may purchase shares
of the Common Stock through payroll deductions at a purchase price of 85% of
the fair market value of the Common Stock on either the first or last day of
each applicable offering period, whichever is less. All purchase prices for
shares acquired during the fiscal year ended December 31, 1999 are shown on
a weighted-average basis. There were two offering periods during the last
fiscal year and the applicable per share purchase prices were $10.4125 and
$4.675.
(6) The group of current executive officers excludes Messrs. Morini and Varsano
because they have left the Company.
Employment Agreements
In March 1996, the Company and Mr. Stone entered into an employment
agreement providing for the employment of Mr. Stone as the President of the
Company and Chairman of the Board. The employment agreement provided for an
initial three-year term which ended on March 28, 1999. The agreement
automatically renews for additional one-year periods until terminated by the
Company or Mr. Stone. The agreement provides for an annual base salary of
$250,000 as well as annual incentive compensation in an amount to be determined
by the Board or the Compensation Committee in their respective discretion. The
Compensation Committee increased Mr. Stone's salary for 1999 to $343,750. The
agreement also contains a non-competition covenant pursuant to which Mr. Stone
is prohibited from competing with the Company during his employment by the
Company and for two years (if Mr. Stone's employment is terminated for cause by
the Company or voluntarily by Mr. Stone) thereafter.
CERTAIN TRANSACTIONS
On March 20, 1998, the Company acquired substantially all of the assets of
Quantra Corporation ("Quantra") pursuant to an Asset Purchase Agreement, dated
as of March 20, 1998 (the "Purchase Agreement"), by and among the Company,
Quantra and AEGON USA Realty Advisors, Inc. ("AEGON"), the controlling
stockholder of Quantra. The assets acquired included Quantra's inventory,
accounts receivable, assumed contracts, fixed assets, intellectual property and
software. The purchase price for the assets consisted of 546,019 shares of the
Common Stock, $2,300,000 in cash and the assumption of certain liabilities of
the business of Quantra, plus the cost of effecting the transaction. Pursuant to
the Purchase Agreement, the parties entered into a certain Escrow Agreement
dated as of March 20, 1998 (the "Escrow Agreement"). Pursuant to the Escrow
Agreement, the Company deposited $1,230,200 into an escrow account to secure the
performance by Quantra of certain obligations under the Purchase Agreement.
On March 31, 1999, the Company and QSC Holding Inc., the successor in
interest to Quantra, entered into a Release and Escrow Termination Agreement
whereby the parties agreed to terminate the Escrow Agreement and release to the
Company the remaining funds held in escrow under the Escrow Agreement. In
addition, QSC Holding Inc. paid the Company an additional $382,000.
The terms of the Purchase Agreement, Escrow Agreement and Release and
Escrow Termination Agreement were determined on the basis of arm's length
negotiations between the parties. Prior to the execution of the Purchase
Agreement and Escrow Agreement, neither the Company nor any of its affiliates,
nor any director or officer of the Company or any associate of any such director
or officer, had any material relationship with either Quantra, QSC Holding Inc.
or AEGON. Pursuant to the terms of the Purchase Agreement, David L. Blankenship,
the Chairman of the Board and President of AEGON was elected to the Board on
April 30, 1998 as a Class III director. Mr. Blankenship has submitted his
resignation from the Board, effective immediately prior to the Meeting.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Overview and Philosophy
The Compensation Committee of the Board (the "Compensation Committee") is
responsible for establishing the compensation of, and the compensation policies
with respect to, the Company's executive
9
<PAGE> 12
officers, including the Company's Chief Executive Officer, and administering
certain of the Company's stock benefit plans. The Compensation Committee
currently consists of Messrs. Reynolds and Schofield.
The objectives of the Company's executive compensation program are to:
- Attract and retain key executives critical to the long-term success of
the Company;
- Align the interests of executive officers' with the interests of
stockholders and the success of the Company; and
- Recognize and reward individual performance and responsibility.
Compensation Program
General. The Company's executive compensation program consists of base
salary, short-term incentive compensation in the form of cash bonuses and
long-term incentive compensation in the form of stock options. Executive
officers also participate in benefit programs that are generally available to
the Company's employees, including medical benefits, the Purchase Plan and the
401(k) Profit Sharing Plan and Trust.
For 1999, the Company's management recommended the executive compensation
packages, subject to approval and oversight by the Compensation Committee.
Base Compensation. William C. Stone, the Company's Chief Executive
Officer, is a party to a multi-year employment agreement with the Company. Mr.
Stone's employment agreement provided for an annual base salary of $250,000,
subject to any increase as may be approved by the Board or the Committee and
agreed to by Mr. Stone. The Compensation Committee increased Mr. Stone's base
salary for 1999 to $343,750. The Compensation Committee substantially increased
Mr. Stone's base salary in 1999 in light of the highly competitive market for
executives in the software industry, the comparable compensation received by
other executives of the Company and the Compensation Committee's qualitative
judgment of Mr. Stone's contributions to the Company and overall performance
over the past several years. See "Compensation Of Executive
Officers -- Employment Agreements."
For 1999, compensation for other executive officers was set within the
range of compensation for executives with comparable qualifications, experience
and responsibilities at other companies in the same or similar businesses, based
on the determination of management and approved by the Compensation Committee.
In addition, base compensation for each executive officer was determined on a
case by case basis in light of each individual's contribution to the Company as
a whole, including the ability to motivate others, develop the necessary skills
to grow as the Company matures, recognize and pursue new business opportunities
and initiate programs to enhance the Company's growth and success.
Short-Term Incentive Compensation. In 1999, the Company awarded cash
bonuses to the certain of its executive officers. Under the Company's Senior
Officer Short-Term Incentive Plan (the "Short-Term Plan"), the Compensation
Committee has discretionary authority to award bonuses to individual executive
officers. The Compensation Committee believes the Short-Term Plan provides
significant incentive to the Company's executive officers because it enables the
Compensation Committee to reward outstanding individual achievement. In 1999,
the Company awarded cash bonuses under the Short-Term Plan to Messrs. Guarascio,
Helmbrecht, Morini and Varsano in the amounts of $25,000, $25,000, $116,667 and
$25,000, respectively. In light of Mr. Stone's significant salary increase in
1999, the Compensation Committee decided not to award Mr. Stone a bonus for his
services.
Long-Term Incentive Compensation. Long-term incentives for executive
officers and key employees are provided through stock options. The objectives of
this program are to align executive and stockholder long-term interests by
creating a strong and direct link between executive compensation and stockholder
return, and to enable executives to develop and maintain a significant,
long-term stock ownership position in the Common Stock. Stock options are
granted at an option price determined by the Board at the date of grant.
However, the option price may not be less than the fair market value of the
Common Stock at the time the option is granted (or, in the case of incentive
stock options granted to optionees holding more than 10% of the total voting
power of all classes of stock of the Company or any subsidiary corporation, no
less than 110% of the fair market value
10
<PAGE> 13
of the Common Stock at the time the option is granted) and will only have value
if the Company's stock price increases above that price. In selecting executives
eligible to receive option grants and determining the amount and frequency of
such grants, the Company evaluates a variety of factors, including (i) the job
level of the executive, (ii) option grants awarded by competitors to executives
at a comparable job level and (iii) past, current and prospective service to the
Company rendered, or to be rendered, by the executive. During 1999, the Company
granted options to purchase an aggregate of 50,000 shares of Common Stock to
executive officers of the Company. As Mr. Stone owns approximately 28.5% of the
Common Stock, the Compensation Committee did not grant any options to Mr. Stone
during 1999.
Section 162(m). Section 162(m) of the Internal Revenue Code 1986, as
amended (the "Code"), generally disallows a tax deduction to public companies
for compensation over $1 million paid to its Chief Executive Officer and its
four other most highly compensated executive officers. Qualifying performance-
based compensation will not be subject to the deduction limit if certain
requirements are met. The Company generally intends to structure the stock
options granted to its executive officers in a manner that complies with the
statute to mitigate any disallowance of deductions under Section 162(m) of the
Code. However, the Compensation Committee reserves the right to use its judgment
to authorize compensation payments which may be in excess of the limit where the
Compensation Committee believes such payment is appropriate, after taking into
consideration changing business conditions or the officer's performance, and is
in the best interest of the stockholders.
Stephen P. Reynolds
Jonathan M. Schofield
11
<PAGE> 14
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total stockholder return on the
Common Stock for the period from May 31, 1996 through December 31, 1999 with the
cumulative total return on (i) Standard and Poor's S&P 500 Composite Index and
(ii) Nasdaq's Computer and Data Processing Index. The comparison assumes the
investment of $100 on May 31, 1996 in the Common Stock and in each of the
indices and, in each case, assumes reinvestment of all dividends. Prior to May
30, 1996, the Common Stock was not registered under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
[STOCK PERFORMANCE CHART]
<TABLE>
<CAPTION>
5/31/96 12/31/96 12/31/97 12/31/98 12/31/99
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
SS&C Technologies, Inc. .......................... 100.00 32.28 55.70 62.66 32.91
S&P 500 Composite Index........................... 100.00 112.21 149.72 193.20 233.91
Nasdaq Computer and Data Processing Index......... 100.00 102.18 125.52 223.98 493.63
</TABLE>
PROPOSAL 2 -- AMENDMENT TO THE 1998
STOCK INCENTIVE PLAN
On February 7, 2000, the Board adopted resolutions, subject to stockholder
approval, to approve an amendment (the "1998 Plan Amendment") to the 1998 Plan
to increase the number of shares of Common Stock authorized for issuance
thereunder from 1,500,000 to 2,000,000 shares.
The Board adopted the 1998 Plan Amendment because it believes that the
number of shares currently available under the 1998 Plan is insufficient to
satisfy the Company's incentive compensation needs through fiscal 2000. The
Board believes that continued grants of stock options, as well as grants of
restricted stock and other stock-based awards, will be an important element in
attracting and retaining key employees who are expected to contribute to the
Company's growth and success.
As of April 3, 2000, 352,084 shares of Common Stock were available for
issuance under the 1998 Plan.
SUMMARY OF THE 1998 PLAN
The following is a summary of the material provisions of the 1998 Plan.
12
<PAGE> 15
Description of Awards. The 1998 Plan provides for the grant of incentive
stock options intended to qualify under Section 422 of the Code, nonstatutory
stock options, restricted stock awards and other stock-based awards, including
the grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights
(collectively, "Awards").
Incentive Stock Options and Nonstatutory Stock Options. Optionees receive
the right to purchase a specified number of shares of Common Stock at a
specified option price and subject to such other terms and conditions as are
specified in connection with the option grant. Subject to the limitations
described below, options may be granted at an exercise price which may be less
than, equal to or greater than the fair market value of the Common Stock on the
date of grant. Under present law, however, incentive stock options and options
intended to qualify as performance-based compensation under Section 162(m) of
the Code may not be granted at an exercise price less than the fair market value
of the Common Stock on the date of grant (or less than 110% of the fair market
value in the case of incentive stock options granted to optionees holding more
than 10% of the total combined voting power of all classes of stock of the
Company). Options may not be granted for a term in excess of ten years (or in
excess of five years in the case of incentive stock options granted to optionees
holding more than 10% of the total combined voting power of all classes of stock
of the Company). The 1998 Plan permits the Board to determine the manner of
payment of the exercise price of options, including through payment by cash,
check or in connection with a "cashless exercise" through a broker, by surrender
to the Company of shares of Common Stock, by delivery to the Company of a
promissory note or by any other lawful means.
Restricted Stock Awards. Restricted stock Awards entitle recipients to
acquire shares of Common Stock, subject to the right of the Company to
repurchase all or part of such shares from the recipient in the event that the
conditions specified in the applicable Award are not satisfied prior to the end
of the applicable restriction period established for such Award.
Other Stock-Based Awards. Under the 1998 Plan, the Board has the right to
grant other Awards based upon Common Stock having such terms and conditions as
the Board may determine, including the grant of shares based upon certain
conditions, the grant of securities convertible into Common Stock and the grant
of stock appreciation rights.
Eligibility to Receive Awards
Officers, employees, directors, consultants and advisors of the Company are
eligible to be granted Awards under the 1998 Plan. Under present law, however,
incentive stock options may only be granted to employees. The maximum number of
shares with respect to which Awards may be granted to any participant under the
1998 Plan may not exceed 750,000 shares per calendar year.
As of April 3, 2000, approximately 481 persons were eligible to receive
Awards under the 1998 Plan, including the Company's three executive officers and
six non-employee directors. The granting of Awards under the 1998 Plan is
discretionary, and the Company cannot now determine the number or type of Awards
to be granted in the future to any particular person or group of persons. Please
see "Compensation of Executive Officers -- Changes to Compensation Plans."
Administration
The 1998 Plan is administered by the Board. The Board has the authority to
adopt, amend and repeal the administrative rules, guidelines and practices
relating to the 1998 Plan and to interpret the provisions of the 1998 Plan.
Pursuant to the terms of the 1998 Plan, the Board may delegate authority under
the 1998 Plan to one or more Board committees, and subject to certain
limitations, to one or more executive officers of the Company. The Board has
authorized the Compensation Committee to administer certain aspects of the 1998
Plan, including the granting of options to executive officers.
Subject to any applicable limitations contained in the 1998 Plan, the
Board, the Compensation Committee or any other committee or executive officer to
whom the Board delegates authority, as the case may be, selects the recipients
of Awards and determines (i) the number of shares of Common Stock covered
13
<PAGE> 16
by options and the dates upon which such options become exercisable, (ii) the
exercise price of options, (iii) the duration of options and (iv) the number of
shares of Common Stock subject to any restricted stock or other stock-based
Awards and the terms and conditions of such Awards, including conditions for
repurchase, issue price and repurchase price. The Board has delegated to the
Chief Executive Officer the authority to grant Awards under the 1998 Plan,
provided that the maximum number of shares subject to Awards granted during any
calendar year to any one recipient by such executive officer shall not exceed
750,000 shares.
The Board is required to make appropriate adjustments in connection with
the 1998 Plan and any outstanding Awards thereunder to reflect stock dividends,
stock splits and certain other events. If any Award expires or is terminated,
surrendered, canceled or forfeited, the unused shares of Common Stock covered by
such Award will again be available for grant under the 1998 Plan. In the event
of a merger, liquidation or other Acquisition Event (as defined in the 1998
Plan), each outstanding option or other Award shall be assumed or an equivalent
option or award substituted by the successor corporation or shall be deemed to
be fully exercisable or free from restrictions, as the case may be, prior to
consummation of the Acquisition Event. In the event that an option or other
Award is assumed or substituted by the successor corporation, such option or
award shall become immediately exercisable or vested in full if, on or prior to
the first anniversary of the Acquisition Event, the recipient terminates his or
her employment for Good Reason (as defined in the 1998 Plan) or is terminated
without Cause (as defined in the 1998 Plan).
Amendment or Termination. No Award may be made under the 1998 Plan after
March 18, 2008, but Awards previously granted may extend beyond that date. The
Board may at any time amend, suspend or terminate the 1998 Plan, except that no
Award designated as subject to Section 162(m) of the Code by the Board after the
date of such amendment shall become exercisable, realizable or vested (to the
extent such amendment was required to grant such Award) unless and until such
amendment shall have been approved by the Company's stockholders.
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the United States federal income tax
consequences that generally will arise with respect to Awards granted under the
1998 Plan and with respect to the sale of Common Stock acquired under the 1998
Plan.
Incentive Stock Options
In general, a participant will not recognize taxable income upon the grant
or exercise of an incentive stock option. Instead, a participant will recognize
taxable income with respect to an incentive stock option only upon the sale of
Common Stock acquired through the exercise of the option ("ISO Stock"). The
exercise of an incentive stock option, however, may subject the participant to
the alternative minimum tax.
Generally, the tax consequences of selling ISO Stock will vary with the
length of time that the participant has owned the ISO Stock at the time it is
sold. If the participant sells ISO Stock after having owned it for at least two
years from the date the option was granted (the "Grant Date") and one year from
the date the option was exercised (the "Exercise Date"), then the participant
will recognize long-term capital gain in an amount equal to the excess of the
sale price of the ISO Stock over the exercise price.
If the participant sells ISO Stock for more than the exercise price prior
to having owned it for at least two years from the Grant Date and one year from
the Exercise Date (a "Disqualifying Disposition"), then all or a portion of the
gain recognized by the participant will be ordinary compensation income and the
remaining gain, if any, will be a capital gain. The capital gain will be a
long-term capital gain if the participant has held the ISO Stock for more than
one year prior to the date of sale.
If a participant sells ISO Stock for less than the exercise price, then the
participant will recognize capital loss equal to the excess of the exercise
price over the sale price of the ISO Stock. This capital loss will be a
long-term capital loss if the participant has held the ISO Stock for more than
one year prior to the date of sale.
14
<PAGE> 17
Nonstatutory Stock Options
As in the case of an incentive stock option, a participant will not
recognize taxable income upon the grant of a nonstatutory stock option. Unlike
the case of an incentive stock option, however, a participant who exercises a
nonstatutory stock option generally will recognize ordinary compensation income
in an amount equal to the excess of the fair market value of the Common Stock
acquired through the exercise of the option ("NSO Stock") on the Exercise Date
over the exercise price.
With respect to any NSO Stock, a participant will have a tax basis equal to
the exercise price plus any income recognized upon the exercise of the option.
Upon selling NSO Stock, a participant generally will recognize capital gain or
loss in an amount equal to the difference between the sale price of the NSO
Stock and the participant's tax basis in the NSO Stock. This capital gain or
loss will be a long-term capital gain or loss if the participant has held the
NSO Stock for more than one year prior to the date of the sale.
Restricted Stock
A participant will not recognize taxable income upon the grant of a
restricted stock Award, unless the participant makes an election under Section
83(b) of the Code (a "Section 83(b) Election"). If the participant makes a
Section 83(b) Election within the 30 days of the date of the grant, then the
participant will recognize ordinary compensation income, for the year in which
the Award is granted, in an amount equal to the difference between the fair
market value of the Common Stock at the time the Award is granted and the
purchase price paid for the Common Stock. If a Section 83(b) Election is not
made, then the participant will recognize ordinary compensation income, at the
time that the forfeiture provisions or restrictions on transfer lapse, in an
amount equal to the difference between the fair market value of the Common Stock
at the time of such lapse and the original purchase price paid for the Common
Stock. The participant will have a tax basis in the Common Stock acquired equal
to the sum of the price paid and the amount of ordinary compensation income
recognized.
Upon the disposition of the Common Stock acquired pursuant to a restricted
stock Award, the participant will recognize a capital gain or loss equal to the
difference between the sale price of the Common Stock and the participant's tax
basis in the Common Stock. This capital gain or loss will be a long-term capital
gain or loss if the shares are held for more than one year. For this purpose,
the holding period shall begin just after the date on which the forfeiture
provisions or restrictions lapse if a Section 83(b) Election is not made, or
just after the Award is granted if a Section 83(b) Election is made.
Other Stock-Based Awards
The tax consequences associated with any other stock-based Award granted
under the 1998 Plan will vary depending on the specific terms of such Award.
Among the relevant factors are whether or not the Award has a readily
ascertainable fair market value, whether or not the Award is subject to
forfeiture provisions or restrictions on transfer, the nature of the property to
be received by the participant under the Award, and the participant's holding
period and tax basis for the Award or underlying Common Stock.
Tax Consequences to the Company
The grant of an Award under the 1998 Plan will have no tax consequences to
the Company. Moreover, in general, neither the exercise of an incentive stock
option nor the sale of any Common Stock acquired under the 1998 Plan will have
any tax consequences to the Company. The Company generally will be entitled to a
business-expense deduction, however, with respect to any ordinary compensation
income recognized by a participant under the 1998 Plan, including in connection
with a restricted stock Award or as a result of the exercise of a nonstatutory
stock option or a Disqualifying Disposition. Any such deduction will be subject
to the limitations of Section 162(m) of the Code.
THE BOARD BELIEVES THAT THE APPROVAL OF THE 1998 PLAN AMENDMENT IS IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE IN
FAVOR OF THIS PROPOSAL.
15
<PAGE> 18
PROPOSAL 3 -- AMENDMENT TO THE 1996 EMPLOYEE
STOCK PURCHASE PLAN
On February 7, 2000, the Board adopted resolutions, subject to stockholder
approval, to approve an amendment (the "Purchase Plan Amendment") to the
Purchase Plan to increase the number of shares of Common Stock authorized for
issuance thereunder from 400,000 to 600,000 shares.
The Board has adopted the Purchase Plan Amendment because it believes that
the number of shares currently available under the Purchase Plan is insufficient
to satisfy the expected 2000 share requirements thereunder. The Board believes
that continued ability of the Company's employees to purchase shares under the
Purchase Plan will be an important element in attracting and retaining key
employees who are expected to contribute to the Company's growth and success.
As of April 3, 2000, 234,403 shares of Common Stock were available for
issuance under the Purchase Plan.
SUMMARY OF THE PURCHASE PLAN
The following is a summary of the material provisions of the Purchase Plan.
The Purchase Plan qualifies as an "employee stock purchase plan" under
Section 423 of the Code. The Company will make one or more offerings to its
employees to purchase shares of its Common Stock under the Purchase Plan. The
Board or the Compensation Committee will determine the commencement date for
each such offering.
With certain limited exceptions in the case of employees already holding a
significant amount of Common Stock, all employees of the Company, including
directors of the Company who are employees, and all the employees of any
participating subsidiaries are eligible to participate in the Purchase Plan,
provided that: (1) they are regularly employed by the Company or a participating
subsidiary for more than 20 hours per week and for more than five months in a
calendar year, and (2) they are employees of the Company or a participating
subsidiary on the first day of the applicable plan period. Employees who would,
immediately after a grant, own 5% or more of the total combined voting power or
value of the stock of the Company or any subsidiary are not eligible to
participate in the Purchase Plan. As of April 3, 2000, 481 of the Company's
employees were eligible to participate in the Purchase Plan. Please see
"Compensation of Executive Officers -- Changes to Compensation Plans."
On the first day of a designated payroll deduction period (the "Offering
Period"), the Company will grant to each eligible employee who has elected to
participate in the Purchase Plan an option to purchase shares of Common Stock as
follows: the employee may authorize an amount (a whole percentage from 1% to 10%
of such employee's regular pay) to be deducted by the Company from such pay
during the Offering Period. On the last day of the Offering Period, the employee
is deemed to have exercised the option, at the option exercise price, to the
extent of any accumulated payroll deductions. No employee may be granted an
option which allows such employee's rights to purchase Common Stock to accrue at
a rate exceeding $25,000 of Common Stock in any year, based upon the fair market
value of the Common Stock at the beginning of the purchase period.
Under the terms of the Purchase Plan, the option price is an amount equal
to 85% of the fair market value per share of the Common Stock on either the
first day or the last day of the Offering Period, whichever is lower. In no
event may an employee purchase in any one Offering Period a number of shares
which is more than 15% of the employee's base pay for the Offering Period
divided by 85% of the market value of a share of Common Stock on the
commencement date of the Offering Period. The Board or the Compensation
Committee may, in its discretion, choose an Offering Period of 12 months or less
for each offering and choose a different Offering Period for each offering.
If any employee is not a participant on the last day of the Offering
Period, such employee is not entitled to exercise any option, and the amount of
such employee's accumulated payroll deductions will be refunded. An employee's
rights under the Purchase Plan terminate upon voluntary withdrawal from the
Purchase Plan at
16
<PAGE> 19
any time, or when such employee ceases employment for any reason, except that
upon termination of employment because of death, the employee's beneficiary has
certain rights to elect to exercise the option to purchase the shares which the
accumulated payroll deductions in the participant's account would purchase at
the date of death.
The Purchase Plan is administered by the Board or the Compensation
Committee. The Board or the Compensation Committee has the authority to make
rules and regulations for the administration of the Purchase Plan and its
interpretations and decisions with regard thereto are final and conclusive.
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the United States federal income tax
consequences that generally will arise with respect to purchases made under the
Purchase Plan and with respect to the sale of Common Stock acquired under the
Purchase Plan.
Tax Consequences to Participants
In general, a participant will not recognize taxable income upon enrolling
in the Purchase Plan or upon purchasing shares of Common Stock at the end of an
Offering. Instead, if a participant sells Common Stock acquired under the
Purchase Plan at a sale price that exceeds the price at which the participant
purchased the Common Stock, then the participant will recognize taxable income
in an amount equal to the excess of the sale price of the Common Stock over the
price at which the participant purchased the Common Stock. A portion of that
taxable income will be ordinary income, and a portion may be capital gain.
If the participant sells the Common Stock more than one year after
acquiring it and more than two years after the date on which the Offering
commenced (the "Grant Date"), then the participant will be taxed as follows. If
the sale price of the Common Stock is higher than the price at which the
participant purchased the Common Stock, then the participant will recognize
ordinary compensation income in an amount equal to the lesser of:
(i) fifteen percent of the fair market value of the Common Stock on
the Grant Date; and
(ii) the excess of the sale price of the Common Stock over the price
at which the participant purchased the Common Stock.
Any further income will be long-term capital gain. If the sale price of the
Common Stock is less than the price at which the participant purchased the
Common Stock, then the participant will recognize long-term capital loss in an
amount equal to the excess of the price at which the participant purchased the
Common Stock over the sale price of the Common Stock.
If the participant sells the Common Stock within one year after acquiring
it or within two years after the Grant Date ("a Disqualifying Disposition"),
then the participant will recognize ordinary compensation income in an amount
equal to the excess of the fair market value of the Common Stock on the date
that it was purchased over the price at which the participant purchased the
Common Stock. The participant will also recognize capital gain in an amount
equal to the excess of the sale price of the Common Stock over the fair market
value of the Common Stock on the date that it was purchased, or capital loss in
an amount equal to the excess of the fair market value of the Common Stock on
the date that it was purchased over the sale price of the Common Stock. This
capital gain or loss will be a long-term capital gain or loss if the participant
has held the Common Stock for more than one year prior to the date of the sale
and will be a short-term capital gain or loss if the participant has held the
Common Stock for a shorter period.
Tax Consequences to the Company. The offering of Common Stock under the
Purchase Plan will have no tax consequences to the Company. Moreover, in
general, neither the purchase nor the sale of Common Stock acquired under the
Purchase Plan will have any tax consequences to the Company except that the
Company will be entitled to a business-expense deduction with respect to any
ordinary compensation income recognized by a participant upon making a
Disqualifying Disposition. Any such deduction will be subject to the limitations
of Section 162(m).
17
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THE BOARD BELIEVES THAT THE APPROVAL OF THE PURCHASE PLAN AMENDMENT IS IN
THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE IN
FAVOR OF THIS PROPOSAL.
PROPOSAL 4 -- AMENDMENT TO THE 1996 DIRECTOR
STOCK OPTION PLAN
On February 7, 2000, the Board adopted resolutions, subject to stockholder
approval, to approve an amendment (the "Director Plan Amendment") to the
Director Plan to increase (i) the number of shares of Common Stock authorized
for issuance thereunder from 150,000 to 300,000 shares and (ii) the number of
shares issuable upon the exercise of options granted to each non-employee
director upon initial election to the Board and at each annual meeting of
stockholders from 5,000 to 10,000 shares.
The Board has adopted the Director Plan Amendment to ensure that the
Company will be able to attract and retain the highest caliber of directors to
serve on its Board. As of April 3, 2000, 70,000 shares of Common Stock were
available for issuance under the Director Plan and six directors were eligible
to receive options under the Director Plan. Please see "Compensation of
Executive Officers -- Changes to Compensation Plans."
SUMMARY OF THE DIRECTOR PLAN
The following is a summary of the material provisions of the Director Plan.
The Director Plan provides for the grant of nonstatutory stock options to
purchase shares of Common Stock to directors of the Company who are not
employees of the Company or any subsidiary of the Company. Currently, under the
Director Plan each eligible director is entitled to receive an option to
purchase 5,000 shares of Common Stock upon his or her initial election to the
Board and at each annual meeting of stockholders, provided that he or she
continues to serve as a director immediately following such annual meeting.
All options granted under the Director Plan vest in full immediately upon
the date of grant. The exercise price of options granted under the Director Plan
will equal the last reported sales price per share of the Common Stock on the
Nasdaq National Market (or such other nationally recognized exchange or trading
system if the Common Stock is no longer traded on the Nasdaq National Market) on
the date of grant.
Except as otherwise provided by the Board, options granted under the
Director Plan generally are not transferable by the optionee except by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder. In the event an optionee ceases to
serve as a director, each option may be exercised by the optionee for the
portion then exercisable at any time within 60 days after the optionee ceases to
serve as a director; provided, however, that in the event that the optionee
ceases to serve as a director due to his death or disability, then the optionee,
or his or her administrator, executor or heirs may exercise the exercisable
portion of the option for up to 180 days following the date the optionee ceased
to serve as a director. No option is exercisable after the expiration of ten
years from the date of grant.
The Director Plan is administered by the Board. Grants of stock options
under the Director Plan and the amount and nature of the awards to be granted
shall be automatic in accordance with the provisions of the Director Plan.
However, all questions concerning interpretation of the Director Plan or any
options granted thereunder shall be resolved by the Board. The Board is required
to make appropriate adjustments in connection with the Director Plan and any
outstanding grants to reflect stock dividends, stock splits and certain other
events, including mergers. Subject to the provisions of the Director Plan, the
Board may modify or amend outstanding options, and may amend, suspend, terminate
or discontinue the Director Plan.
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<PAGE> 21
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the United States federal income tax
consequences that generally will arise with respect to options granted under the
Director Plan and with respect to the sale of Common Stock acquired under the
Director Plan.
A participant will not recognize taxable income upon the grant of an option
under the Director Plan. Nevertheless, a participant generally will recognize
ordinary compensation income upon the exercise of the option in an amount equal
to the excess of the fair market value of the Common Stock acquired through the
exercise of the option (the "Option Stock") on the exercise date over the
exercise price.
A participant will have a tax basis for any Option Stock equal to the
exercise price plus any income recognized with respect to the option. Upon
selling Option Stock, a participant generally will recognize capital gain or
loss in an amount equal to the difference between the sale price of the Option
Stock and the participant's tax basis in the Option Stock. This capital gain or
loss will be a long-term capital gain or loss if the participant has held the
Option Stock for more than one year prior to the date of the sale and will be a
short-term capital gain or loss if the participant has held the Option Stock for
a shorter period.
The grant of a stock option under the Director Plan will have no tax
consequences to the Company. The Company generally will be entitled to a
business-expense deduction, however, with respect to any ordinary compensation
income recognized by a participant under the Director Plan.
THE BOARD BELIEVES THAT THE APPROVAL OF THE DIRECTOR PLAN AMENDMENT IS IN
THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE IN
FAVOR OF THIS PROPOSAL.
PROPOSAL 5 -- RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected PricewaterhouseCoopers LLP as independent public
accountants of the Company for the year ending December 31, 2000, subject to
ratification by stockholders at the Meeting. If the stockholders do not ratify
the selection of PricewaterhouseCoopers LLP, the Board will reconsider the
matter. A representative of PricewaterhouseCoopers LLP, which served as the
Company's independent public accountants for the year ended December 31, 1999,
is expected to be present at the Meeting to respond to appropriate questions and
to make a statement if he or she so desires.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any proposal that a stockholder of the Company wishes to be considered for
inclusion in the Company's proxy statement and proxy for the 2001 Annual Meeting
of Stockholders (the "2001 Annual Meeting") must be submitted to the Secretary
of the Company at its offices, 80 Lamberton Road, Windsor, Connecticut 06095, no
later than January 2, 2001.
If a stockholder of the Company wishes to present a proposal before the
2001 Annual Meeting, but does not wish to have the proposal considered for
inclusion in the Company's proxy statement and proxy, such stockholder must also
give written notice to the Secretary of the Company at the address noted above.
The Secretary must receive such notice not less than 60 days nor more than 90
days prior to the 2001 Annual Meeting; provided that, in the event that less
than 70 days' notice or prior public disclosure of the date of the 2001 Annual
Meeting is given or made, notice by the stockholder must be received not later
than the close of business on the 10th day following the date on which such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever occurs first. If a stockholder fails to provide timely notice of a
proposal to be presented at the 2001 Annual Meeting, the proxies designated by
the Board will have discretionary authority to vote on any such proposal.
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<PAGE> 22
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and holders of more than 10% of the Common Stock ("Reporting
Persons") to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Based solely on its review of copies of reports filed
by the Reporting Persons furnished to the Company, the Company believes that
during 1999 the Reporting Persons complied with all Section 16(a) filing
requirements.
OTHER MATTERS
The Board knows of no other business which will be presented for
consideration at the Meeting other than that described above. However, if any
other business should come before the Meeting, it is the intention of the
persons named in the enclosed proxy card to vote, or otherwise act, in
accordance with their best judgment on such matters.
The Company will bear the costs of soliciting proxies. In addition to
solicitations by mail, the Company's directors, officers and regular employees
may, without additional remuneration, solicit proxies by telephone, facsimile
and personal interviews. The Company will also request brokerage houses,
custodians, nominees and fiduciaries to forward copies of the proxy material to
those persons for whom they hold shares and request instructions for voting the
proxies. The Company will reimburse such brokerage houses and other persons for
their reasonable expenses in connection with this distribution.
THE BOARD HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION IS APPRECIATED.
STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH
THEY HAVE SENT IN THEIR PROXY CARDS.
By Order of the Board of Directors,
/S/ WILLIAM C. STONE
William C. Stone, Secretary
April 28, 2000
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<PAGE> 23
APPENDIX A
SS&C TECHNOLOGIES, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2000
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
AND SHOULD BE RETURNED AS SOON AS POSSIBLE
The undersigned, having received notice of the Annual Meeting of
Stockholders and the Board of Directors' proxy statement therefor, and revoking
all prior proxies, hereby appoint(s) William C. Stone, Anthony R. Guarascio and
James R. Burke, and each of them, attorneys or attorney of the undersigned (with
full power of substitution in them and each of them) for and in the name(s) of
the undersigned to attend the Annual Meeting of Stockholders of SS&C
TECHNOLOGIES, INC. (the "Company") to be held on Tuesday, May 23, 2000, at 9:00
a.m., at the Hartford Golf Club, 134 Norwood Road, West Hartford, Connecticut
06117, and any adjournments thereof, and there to vote and act upon the
following matters proposed by the Company in respect of all shares of stock of
the Company which the undersigned may be entitled to vote or act upon, with all
the powers the undersigned would possess if personally present. None of the
following proposals is conditioned upon the approval of any other proposal.
In their discretion, the proxy holders are authorized to vote upon such
other matters as may properly come before the meeting or any adjournments
thereof. The shares represented by this proxy will be voted as directed by the
undersigned. IF NO DIRECTION IS GIVEN WITH RESPECT TO ANY ELECTION TO OFFICE OR
PROPOSAL, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Attendance of the undersigned at the meeting or at any adjournment thereof will
not be deemed to revoke this proxy unless the undersigned shall revoke this
proxy in writing.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDERS(S). IF NO OTHER INDICATION IS MADE, THE PROXIES
SHALL VOTE "FOR" EACH OF THE DIRECTOR NOMINEES AND "FOR" EACH OF PROPOSALS 2, 3,
4, AND 5.
[x] Please mark your votes as in this example using dark ink only.
1. a. To elect the following nominees for Class I Director to serve for
the ensuing three years (except as marked below) and (b) to elect the
following nominee for Class III Director to serve for the remaining two
years of the Class III term:
Nominees: Jonathan M. Schofield William W. Wyman
/ / FOR / / WITHHELD
all nominees
(except as marked below)
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<PAGE> 24
b. To elect the following nominee for Class III Director to serve for
the remaining two years of the Class III term:
Nominee: Patrick J. McDonnell
/ / FOR / / WITHHELD
(Instruction: To withhold a vote for an individual nominee or nominees,
write the name(s) of such nominee(s) in the space provided below. Your
shares will be voted for the remaining nominee(s).)
2. To approve an amendment to the Company's 1998 Stock Incentive Plan, as
amended, to increase the number of shares of the Company's Common
Stock, $.01 par value per share (the "Common Stock"), authorized for
issuance thereunder from 1,500,000 to 2,000,000 shares;
/ / FOR / / AGAINST / / ABSTAIN
3. To approve an amendment to the Company's 1996 Employee Stock Purchase
Plan, as amended, to increase the number of shares of the Company's
Common Stock authorized for issuance thereunder from 400,000 to 600,000
shares;
/ / FOR / / AGAINST / / ABSTAIN
4. To approve an amendment to the Company's 1996 Director Stock Option
Plan, as amended, to increase (i) the number of shares of the Company's
Common Stock authorized for issuance thereunder from 150,000 to 300,000
shares and (ii) the number of shares issuable upon the exercise of
options granted to each non-employee director upon initial election to
the Board of Directors and at each annual meeting of stockholders from
5,000 to 10,000 shares; and
/ / FOR / / AGAINST / / ABSTAIN
5. To ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent public accountants for the current fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE.
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<PAGE> 25
A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES AND A VOTE "FOR" EACH OF
PROPOSALS 2, 3, 4 AND 5 ARE RECOMMENDED BY THE BOARD OF DIRECTORS.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT
THEREOF.
MARK HERE MARK HERE IF YOU PLAN TO
FOR ADDRESS / / ATTEND THE MEETING / /
CHANGE AND
NOTE AT LEFT
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<PAGE> 26
Dated: ______________________, 2000
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS
HEREON. WHEN SHARES ARE HELD BY JOINT
OWNERS, BOTH SHOULD SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
IF A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY AUTHORIZED OFFICER, GIVING
FULL TITLE. IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON,
GIVING FULL TITLE.
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<PAGE> 27
APPENDIX B
SS&C TECHNOLOGIES, INC.
1998 STOCK INCENTIVE PLAN
1. Purpose
The purpose of this 1998 Stock Incentive Plan (the "Plan") of SS&C Technologies,
Inc., a Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any present or future
subsidiary corporations of SS&C Technologies, Inc. as defined in Section 424(f)
of the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the "Code").
2. Eligibility
All of the Company's employees, officers, directors, consultants and advisors
are eligible to be granted options, restricted stock or other stock-based awards
(each, an "Award") under the Plan. Any person who has been granted an Award
under the Plan shall be deemed a "Participant."
3. Administration, Delegation
(a) Administration by Board of Directors. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.
(b) Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.
(c) Appointment of Committees. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). If and when the
common stock, $.01 par value per share, of the Company (the "Common Stock") is
registered under the Securities Exchange Act of 1934 (the "Exchange Act"), the
Board shall appoint one such Committee of not less than two members, each member
of which shall be an "outside director" within the meaning of Section 162(m) of
the Code and a "non-employee director" as defined in Rule 16b-3 promulgated
under the Exchange Act. All references in the Plan to the "Board"
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<PAGE> 28
shall mean the Board or a Committee of the Board or the executive officer
referred to in Section 3(b) to the extent that the Board's powers or authority
under the Plan have been delegated to such Committee or executive officer.
4. Stock Available for Awards
(a) Number of Shares. Subject to adjustment under Section 4(c), Awards
may be made under the Plan for up to 1,500,000 shares of Common Stock. If any
Award expires or is terminated, surrendered or canceled without having been
fully exercised or is forfeited in whole or in part or results in any Common
Stock not being issued, the unused Common Stock covered by such Award shall
again be available for the grant of Awards under the Plan, subject, however, in
the case of Incentive Stock Options (as hereinafter defined), to any limitation
required under the Code. Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.
(b) Per-Participant Limit. Subject to adjustment under Section 4(c),
the maximum number of shares with respect to which an Award may be granted to
any Participant under the Plan shall be 750,000 per calendar year. The
per-participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code.
(c) Adjustment to Common Stock. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a normal cash dividend, (i) the number and class of securities available
under the Plan, (ii) the number and class of security and exercise price per
share subject to each outstanding Option, (iii) the repurchase price per
security subject to each outstanding Restricted Stock Award, and (iv) the terms
of each other outstanding stock-based Award shall be appropriately adjusted by
the Company (or substituted Awards may be made, if applicable) to the extent the
Board shall determine, in good faith, that such an adjustment (or substitution)
is necessary and appropriate. If this Section 4(c) applies and Section 8(e)(1)
also applies to any event, Section 8(e)(1) shall be applicable to such event,
and this Section 4(c) shall not be applicable.
5. Stock Options
(a) General. The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."
(b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.
(c) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.
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<PAGE> 29
(d) Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.
(e) Exercise of Option. Options may be exercised only by delivery to
the Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 5(f) for the number of shares for
which the Option is exercised.
(f) Payment Upon Exercise. Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as the Board may otherwise provide in an Option
Agreement, by delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price, or by delivery by the Participant to the Company of a copy
of irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the exercise
price;
(3) to the extent permitted by the Board and explicitly
provided in an Option Agreement (i) by delivery of shares of Common Stock owned
by the Participant valued at their fair market value as determined by the Board
in good faith ("Fair Market Value"), which Common Stock was owned by the
Participant at least six months prior to such delivery, (ii) by delivery of a
promissory note of the Participant to the Company on terms determined by the
Board or (iii) by payment of such other lawful consideration as the Board may
determine; or
(4) by any combination of the above permitted forms of
payment.
6. Restricted Stock
(a) Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").
(b) Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.
7. Other Stock-Based Awards
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<PAGE> 30
The Board shall have the right to grant other Awards based upon the Common Stock
having such terms and conditions as the Board may determine, including the grant
of shares based upon certain conditions, the grant of securities convertible
into Common Stock and the grant of stock appreciation rights.
8. General Provisions Applicable to Awards
(a) Transferability of Awards. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.
(b) Documentation. Each Award under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine. Each Award may
contain terms and conditions in addition to those set forth in the Plan.
(c) Board Discretion. Except as otherwise provided by the Plan, each
type of Award may be made alone or in addition or in relation to any other type
of Award. The terms of each type of Award need not be identical, and the Board
need not treat Participants uniformly.
(d) Termination of Status. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.
(e) Acquisition Events
(1) Consequences of Acquisition Events. Upon the occurrence of
an Acquisition Event (as defined below), each outstanding Option or Award shall
be assumed or an equivalent option or award substituted by the successor
corporation or a parent or subsidiary of the successor corporation, provided
that any such Options substituted for Incentive Stock Options shall satisfy, in
the determination of the Board, the requirements of Section 424(a) of the Code,
unless the successor corporation refuses to assume or substitute for the Option
or Award, in which case (i) the Participant shall have the right to exercise the
Option in full, including with respect to shares of Common Stock as to which it
would not otherwise be exercisable, (ii) all Restricted Stock Awards then
outstanding shall become free of all restrictions prior to the consummation of
the Acquisition Event; and (iii) any other stock-based Awards outstanding shall
become exercisable, realizable or vested in full, or shall be free of all
conditions or restrictions, as applicable to each such Award, prior to the
consummation of the Acquisition Event. If an Option or Award is exercisable in
lieu of assumption or substitution in the event of an Acquisition Event, the
Board shall notify the Participant in writing or electronically that the Option
or Award shall be fully exercisable for a period of not less than forty-five
(45) days from the date of such notice, and the Option or Award shall terminate
upon the expiration of such period.
Each Option or other Award assumed or substituted pursuant to the immediately
preceding paragraph shall include a provision to the effect that such Option or
Award shall become immediately exercisable (or vested) in full if, on or prior
to the first anniversary of the Acquisition Event, the Participant terminates
his or her employment for Good Reason or is terminated without Cause by the
surviving or
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<PAGE> 31
acquiring corporation. "Good Reason" shall mean any significant diminution in
the optionee's title, authority, or responsibilities from and after such
Acquisition Event or any reduction in the annual cash compensation payable to
the Participant from and after such Acquisition Event. "Cause" shall mean any
willful misconduct by the Participant which affects the business reputation of
the Company or willful failure by the Participant to perform his or her material
responsibilities to the Company (including, without limitation, breach by the
Participant of any provision of any employment, consulting, advisory,
nondisclosure, non-competition or other similar agreement between the
Participant and the Company). The Participant shall be considered to have been
discharged for "Cause" if the Company determines, within 30 days after the
Participant's resignation, that discharge for Cause was warranted.
An "Acquisition Event" shall mean: (a) any merger or consolidation which results
in the voting securities of the Company outstanding immediately prior thereto
representing immediately thereafter (either by remaining outstanding or by being
converted into voting securities of the surviving or acquiring entity) less than
50% of the combined voting power of the voting securities of the Company or such
surviving or acquiring entity outstanding immediately after such merger or
consolidation; (b) any sale of all or substantially all of the assets of the
Company; or (c) the complete liquidation of the Company.
(2) Assumption of Options Upon Certain Events. The Board may
grant Awards under the Plan in substitution for stock and stock-based awards
held by employees of another corporation who become employees of the Company as
a result of a merger or consolidation of the employing corporation with the
Company or the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and conditions
as the Board considers appropriate in the circumstances.
(f) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. The Board may allow Participants to
satisfy such tax obligations in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.
(g) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.
(h) Conditions on Delivery of Stock. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company; (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations; and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.
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(i) Acceleration. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part, that any Restricted
Stock Awards shall be free of all restrictions or that any other stock-based
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.
9. Miscellaneous
(a) No Right To Employment or Other Status. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.
(b) No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
(c) Effective Date and Term of Plan. The Plan shall become effective on
the date on which it is adopted by the Board, but no Award granted to a
Participant designated as subject to Section 162(m) by the Board shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders. No Awards shall be
granted under the Plan after the completion of ten years from the earlier of (i)
the date on which the Plan was adopted by the Board or (ii) the date the Plan
was approved by the Company's stockholders, but Awards previously granted may
extend beyond that date.
(d) Amendment of Plan. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, provided that no Award granted to a
Participant designated as subject to Section 162(m) by the Board after the date
of such amendment shall become exercisable, realizable or vested, as applicable
to such Award (to the extent that such amendment to the Plan was required to
grant such Award to a particular Participant), unless and until such amendment
shall have been approved by the Company's stockholders.
(e) Stockholder Approval. For purposes of this Plan, stockholder
approval shall mean approval by a vote of the stockholders in accordance with
the requirements of Section 162(m) of the Code.
(f) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.
Adopted by the Board of Directors on March 19, 1998
Approved by the stockholders on April 30, 1998
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AMENDMENT NO. 1 TO THE 1998 STOCK INCENTIVE PLAN
OF
SS&C TECHNOLOGIES, INC.
The 1998 Stock Incentive Plan (the "Plan") of SS&C Technologies, Inc.
is hereby amended as follows (capitalized terms used herein and not defined
herein shall have the respective meaning ascribed to such terms in the Plan):
1. Section 5(e) of the Plan shall be deleted in its entirety and replaced with
the following:
"(e) Exercise of Option. Options may be exercised by delivery
to the Company of a written notice of exercise signed by the proper
person or by any other form of notice (including electronic notice)
approved by the Board together with payment in full as specified in
Section 5(f) for the number of shares for which the Option is
exercised."
2. Section 8(b) of the Plan shall be deleted in its entirety and replaced with
the following:
"(b) Documentation. Each Award shall be evidenced by a written
instrument in such form as the Board shall determine, it being
understood that an electronic form of Award shall be deemed to be a
written instrument for purposes of the Plan. Each Award may contain
terms and conditions in addition to those set forth in the Plan."
3. Except as aforesaid, the Plan shall remain in full force and effect.
Adopted by the Board of Directors on October 19, 1999
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AMENDMENT NO. 2 TO THE 1998 STOCK INCENTIVE PLAN
OF
SS&C TECHNOLOGIES, INC.
The 1998 Stock Incentive Plan (the "Plan") of SS&C Technologies, Inc.
is hereby amended as follows (capitalized terms used herein and not defined
herein shall have the respective meaning ascribed to such terms in the Plan):
1. Section 4(a) of the Plan shall be deleted in its entirety and replaced with
the following:
"(a) Number of Shares. Subject to adjustment under Section
4(c), Awards may be made under the Plan for up to 2,000,000 shares of
Common Stock. If any Award expires or is terminated, surrendered or
canceled without having been fully exercised or is forfeited in whole
or in part or results in any Common Stock not being issued, the unused
Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan, subject, however, in the case of
Incentive Stock Options (as hereinafter defined), to any limitation
required under the Code. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares."
2. Except as aforesaid, the Plan shall remain in full force and effect.
Adopted by the Board of Directors on February 7, 2000
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APPENDIX C
SS&C TECHNOLOGIES, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
The purpose of this 1996 Employee Stock Purchase Plan (the "Plan") is
to provide eligible employees of SS&C Technologies, Inc., a Delaware corporation
(the "Company"), and certain of its subsidiaries with opportunities to purchase
shares of the Company's Common Stock, $.01 par value (the "Common Stock"). Two
Hundred Thousand (200,000) shares of Common Stock in the aggregate have been
approved for this purpose.
1. Administration. The Plan will be administered by the Company's Board
of Directors (the "Board") or by a Committee appointed by the Board (the
"Committee"). The Board or the Committee has authority to make rules and
regulations for the administration of the Plan and its interpretation and
decisions with regard thereto shall be final and conclusive.
2. Eligibility. Participation in the Plan will neither be permitted nor
denied contrary to the requirements of Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"), and regulations promulgated thereunder. All
employees of the Company, including directors who are employees, and all
employees of any subsidiary of the Company (as defined in Section 424(f) of the
Code) designated by the Board or the Committee from time to time (a "Designated
Subsidiary"), are eligible to participate in any one or more of the offerings of
Options (as defined below) to purchase Common Stock under the Plan, provided
that:
(a) they are regularly employed by the Company or a Designated
Subsidiary for more than 20 hours a week and for more than five months in a
calendar year; and
(b) they have been employed by the Company or a Designated
Subsidiary for at least three months prior to enrolling in the Plan; and
(c) they are employees of the Company or a Designated
Subsidiary on the first day of the applicable Plan Period (as defined below).
No employee may be granted an option hereunder if such employee,
immediately after the option is granted, owns 5% or more of the total combined
voting power or value of the stock of the Company or any subsidiary. For
purposes of the preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply in determining the stock ownership of an employee, and all
stock which the employee has a contractual right to purchase shall be treated as
stock owned by the employee.
3. Offerings. The Company will make one or more offerings ("Offerings")
to employees to purchase Common Stock under this Plan. The Board or the
Committee shall determine the commencement dates of each of the Offerings (the
"Offering Commencement Dates"). Each Offering Commencement Date will begin a
period (a "Plan Period") during which payroll deductions will be made and held
for the purchase of Common Stock at the end of the Plan Period. The Board or the
Committee shall choose a Plan Period of twelve (12) months or less for each of
the Offerings and may, at its discretion, choose a different Plan Period for
each Offering.
4. Participation. An employee eligible on the Offering Commencement
Date of any Offering may participate in such Offering by completing and
forwarding a payroll deduction authorization form to the Treasurer of the
Company at least 14 days prior to the applicable Offering Commencement Date. The
form will authorize a regular payroll deduction from the Compensation
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received by the employee during the Plan Period. Unless an employee files a new
form or withdraws from the Plan, his deductions and purchases will continue at
the same rate for future Offerings under the Plan as long as the Plan remains in
effect. The term "Compensation" means the amount of money reportable on the
employee's Federal Income Tax Withholding Statement, excluding overtime, shift
premium, incentive or bonus awards, allowances and reimbursements for expenses
such as relocation allowances for travel expenses, income or gains on the
exercise of Company stock options or stock appreciation rights, and similar
items, whether or not shown on the employee's Federal Income Tax Withholding
Statement, but including, in the case of salespersons, sales commissions to the
extent determined by the Board or the Committee.
5. Deductions.
(a) The Company will maintain payroll deduction accounts for
all participating employees. With respect to any Offering made under this Plan,
an employee may authorize a payroll deduction, as set forth below, from the
Compensation he or she receives during the Plan Period or such shorter period
during which deductions from payroll are made. Payroll deductions may be at the
rate of 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of Compensation.
(b) No employee may be granted an Option which permits his
rights to purchase Common Stock under this Plan and any other stock purchase
plan of the Company and its subsidiaries, to accrue at a rate which exceeds
$25,000 of the fair market value of such Common Stock (determined at the
Offering Commencement Date of the Plan Period) for each calendar year in which
the Option is outstanding at any time.
6. Deduction Changes. An employee may decrease or discontinue his
payroll deduction once during any Plan Period by filing a new payroll deduction
authorization form. However, an employee may not increase his payroll deduction
during a Plan Period. If an employee elects to discontinue his payroll
deductions during a Plan Period, but does not elect to withdraw his funds
pursuant to Section 8 hereof, funds deducted prior to his election to
discontinue will be applied to the purchase of Common Stock on the Exercise Date
(as defined below).
7. Interest. Interest will not be paid on any employee payroll
deduction accounts, except to the extent that the Board or its Committee, in its
sole discretion, elects to credit such accounts with interest at such per annum
rate as it may from time to time determine.
8. Withdrawal of Funds. An employee may on any one occasion during a
Plan Period and for any reason withdraw all or part of the balance accumulated
in the employee's payroll deduction account. Any such withdrawal must be
effected prior to the close of business on the last day of the Plan Period. If
the employee withdraws all of such balance, the employee shall thereby withdraw
from participation in the Offering and may not begin participation again during
the remainder of the Plan Period. Any employee withdrawing all or part of such
balance may participate in any subsequent Offering in accordance with terms and
conditions established by the Board or the Committee, except that, unless
otherwise permitted under Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules promulgated thereunder, any employee
who is also a director and/or officer of the Company within the meaning of
Section 16 of the Exchange Act may not (a) withdraw less than all of the balance
accumulated in such employee's payroll deduction account or (b) participate
again for a period of at least six months as provided in Rule 16b-3(d)(2)(i) or
any successor provision under the Exchange Act.
9. Purchase of Shares.
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(a) On the Offering Commencement Date of each Plan Period, the
Company will grant to each eligible employee who is then a participant in the
Plan an option (an "Option") to purchase on the last business day of such Plan
Period (the "Exercise Date"), at the Option Price hereinafter provided for, such
number of whole shares of Common Stock of the Company reserved for the purposes
of the Plan as does not exceed the number of shares determined by dividing 15%
of such employee's annualized Compensation for the immediately prior six-month
period by the price determined in accordance with the formula set forth in the
following paragraph but using the closing price on the Offering Commencement
Date of such Plan Period.
(b) The Option Price for each share purchased will be 85% of
the closing price of the Common Stock on (i) the first business day of such Plan
Period or (ii) the Exercise Date, whichever closing price shall be less. Such
closing price shall be (A) the closing price of the Common Stock on any national
securities exchange on which the Common Stock is listed, or (B) the closing
price of the Common Stock on the Nasdaq National Market ("Nasdaq") or (C) the
average of the closing bid and asked prices in the over-the-counter market,
whichever is applicable, as published in The Wall Street Journal. If no sales of
Common Stock were made on such a day, the price of the Common Stock for purposes
of clauses (A) and (B) above shall be the reported price for the next preceding
day on which sales were made.
(c) Each employee who continues to be a participant in the
Plan on the Exercise Date shall be deemed to have exercised his Option at the
Option Price on such date and shall be deemed to have purchased from the Company
the number of full shares of Common Stock reserved for the purpose of the Plan
that his accumulated payroll deductions on such date will pay for pursuant to
the formula set forth above (but not in excess of the maximum number determined
in the manner set forth above).
(d) Any balance remaining in an employee's payroll deduction
account at the end of a Plan Period will be automatically refunded to the
employee, except that any balance which is less than the purchase price of one
share of Common Stock will be carried forward into the employee's payroll
deduction account for the following Offering, unless the employee elects not to
participate in the following Offering under the Plan, in which case the balance
in the employee's account shall be refunded.
10. Issuance of Certificates. Certificates representing shares of
Common Stock purchased under the Plan may be issued only in the name of the
employee, in the name of the employee and another person of legal age as joint
tenants with rights of survivorship, or (in the Company's sole discretion) in
the street name of a brokerage firm, bank or other nominee holder designated by
the employee.
11. Rights on Retirement, Death or Termination of Employment. In the
event of a participating employee's termination of employment prior to the last
business day of a Plan Period (whether as a result of the employee's voluntary
or involuntary termination, retirement, death or otherwise), no payroll
deduction shall be taken from any pay due and owing to the employee and the
balance in the employee's payroll deduction account shall be paid to the
employee or, in the event of the employee's death, (a) to a beneficiary
previously designated in a revocable notice signed by the employee (with any
spousal consent required under state law) or (b) in the absence of such a
designated beneficiary, to the executor or administrator of the employee's
estate or (c) if no such executor or administrator has been appointed to the
knowledge of the Company, to such other person(s) as the Company may, in its
discretion, designate. If, prior to the last business day of the Plan Period,
the Designated Subsidiary by which an employee is employed shall cease to be a
subsidiary of the Company, or if the employee is transferred to a subsidiary of
the Company that is not a Designated Subsidiary, the employee shall be deemed to
have terminated employment for the purposes of this Plan.
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<PAGE> 38
12. Optionees Not Stockholders. Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Common Stock covered by an Option under this Plan
until such shares have been purchased by and issued to him.
13. Rights Not Transferable. Rights under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee's lifetime
only by the employee.
14. Application of Funds. All funds received or held by the Company
under this Plan may be combined with other corporate funds and may be used for
any corporate purpose.
15. Adjustment in Case of Changes Affecting Common Stock. In the event
of a subdivision of outstanding shares of Common Stock, or the payment of a
dividend in Common Stock, the number of shares approved for this Plan, and the
share limitation set forth in Section 9, shall be increased proportionately, and
such other adjustment shall be made as may be deemed equitable by the Board or
the Committee. In the event of any other change affecting the Common Stock, such
adjustment shall be made as may be deemed equitable by the Board or the
Committee to give proper effect to such event.
16. Merger.
(a) If the Company shall at any time merge or consolidate with
another corporation and the holders of the capital stock of the Company
immediately prior to such merger or consolidation continue to hold at least 80%
by voting power of the capital stock of the surviving corporation ("Continuity
of Control"), the holder of each Option then outstanding will thereafter be
entitled to receive at the next Exercise Date upon the exercise of such Option
for each share as to which such Option shall be exercised the securities or
property which a holder of one share of the Common Stock was entitled to upon
and at the time of such merger, and the Board or the Committee shall take such
steps in connection with such merger as the Board or the Committee shall deem
necessary to assure that the provisions of Section 15 shall thereafter be
applicable, as nearly as reasonably may be, in relation to the said securities
or property as to which such holder of such Option might thereafter be entitled
to receive thereunder.
(b) In the event of a merger or consolidation of the Company
with or into another corporation which does not involve Continuity of Control,
or of a sale of all or substantially all of the assets of the Company while
unexercised Options remain outstanding under the Plan, (i) subject to the
provisions of clauses (ii) and (iii), after the effective date of such
transaction, each holder of an outstanding Option shall be entitled, upon
exercise of such Option, to receive in lieu of shares of Common Stock, shares of
such stock or other securities as the holders of shares of Common Stock received
pursuant to the terms of such transaction; or (ii) all outstanding Options may
be cancelled by the Board or the Committee as of a date prior to the effective
date of any such transaction and all payroll deductions shall be paid out to the
participating employees; or (iii) all outstanding Options may be cancelled by
the Board or the Committee as of the effective date of any such transaction,
provided that notice of such cancellation shall be given to each holder of an
Option, and each holder of an Option shall have the right to exercise such
Option in full based on payroll deductions then credited to his account as of a
date determined by the Board or the Committee, which date shall not be less than
ten (10) days preceding the effective date of such transaction.
17. Amendment of the Plan. The Board may at any time, and from time to
time, amend this Plan in any respect, except that (a) if the approval of any
such amendment by the stockholders of the Company is required by Section 423 of
the Code or by Rule 16b-3 under the Exchange Act, such amendment shall not be
effected without such approval, and (b) in no event may any amendment be made
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<PAGE> 39
which would cause the Plan to fail to comply with Section 16 of the Exchange Act
and the rules promulgated thereunder, as in effect from time to time, or Section
423 of the Code.
18. Insufficient Shares. In the event that the total number of shares
of Common Stock specified in elections to be purchased under any Offering plus
the number of shares purchased under previous Offerings under this Plan exceeds
the maximum number of shares issuable under this Plan, the Board or the
Committee will allot the shares then available on a pro rata basis.
19. Termination of the Plan. This Plan may be terminated at any time by
the Board. Upon termination of this Plan all amounts in the payroll deduction
accounts of participating employees shall be promptly refunded.
20. Governmental Regulations.
(a) The Company's obligation to sell and deliver Common Stock
under this Plan is subject to listing on a national stock exchange or quotation
on Nasdaq and the approval of all governmental authorities required in
connection with the authorization, issuance or sale of such stock.
(b) The Plan shall be governed by the laws of the State of
Delaware except to the extent that such law is preempted by federal law.
(c) The Plan is intended to comply with the provisions of Rule
16b-3 promulgated under the Exchange Act. Any provision inconsistent with such
Rule shall to that extent be inoperative and shall not affect the validity of
the Plan.
21. Issuance of Shares. Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.
22. Notification upon Sale of Shares. Each employee agrees, by entering
the Plan, to promptly give the Company notice of any disposition of shares
purchased under the Plan where such disposition occurs within two years after
the date of grant of the Option pursuant to which such shares were purchased.
23. Effective Date and Approval of Stockholders. The Plan shall take
effect upon the closing of the Company's initial public offering of Common Stock
pursuant to an effective registration statement under the Securities Act of
1933, as amended, subject to approval by the stockholders of the Company as
required by Rule 16b-3 under the Exchange Act and by Section 423 of the Code,
which approval must occur within twelve months of the adoption of the Plan by
the Board.
Adopted by the Board of Directors on April 1, 1996
Approved by the stockholders on April 1, 1996
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AMENDMENT NO. 1 TO THE 1996 EMPLOYEE STOCK PURCHASE PLAN
OF
SS&C TECHNOLOGIES, INC.
October 30, 1996
The 1996 Employee Stock Purchase Plan (the "Plan") of SS&C
Technologies, Inc. (the "Company") is hereby amended as follows (capitalized
terms used herein and not defined herein shall have the respective meaning
ascribed to such terms in the Plan):
1. Section 8 of the Plan shall be deleted in its entirety and replaced
with the following:
"8. Withdrawal of Funds. An employee may on any one occasion during a
Plan Period and for any reason withdraw all or part of the balance
accumulated in the employee's payroll deduction account. Any such
withdrawal must be effected prior to the close of business on the last
day of the Plan Period. If the employee withdraws all of such balance,
the employee shall thereby withdraw from participation in the Offering
and may not begin participation again during the remainder of the Plan
Period. Any employee withdrawing all or part of such balance may
participate in any subsequent Offering in accordance with terms and
conditions established by the Board or the Committee."
2. Section 9(a) of the Plan shall be deleted in its entirety and replaced
with the following:
"(a) On the Offering Commencement Date of each Plan Period, the Company
will grant to each eligible employee who is then a participant in the
Plan an option (an "Option") to purchase on the last business day of
such Plan Period (the "Exercise Date"), at the Option Price hereinafter
provided for, such number of whole shares of Common Stock of the
Company reserved for the purposes of the Plan as does not exceed the
number of shares determined by dividing 15% of such employee's
Compensation for the Plan Period (assuming no change in compensation
during the Plan Period) by the price determined in accordance with the
formula set forth in the following paragraph but using the closing
price on the Offering Commencement Date of such Plan Period."
3. Section 17 of the Plan shall be deleted in its entirety and replaced
with the following:
"17. Amendment of the Plan. The Board may at any time, and from time to
time, amend this Plan in any respect, except that (a) if the approval
of any such amendment by the stockholders of the Company is required by
Section 423 of the Code such amendment shall not be effected without
such approval, and (b) in no event may any amendment be made which
would cause the Plan to fail to comply with Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules promulgated thereunder, as in effect from time to time, or
Section 423 of the Code."
Except as aforesaid, the Plan shall remain in full force and effect.
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AMENDMENT NO. 2
TO
1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
OF
SS&C TECHNOLOGIES, INC.
March 19, 1998
The 1996 Employee Stock Purchase Plan, as amended (the "Plan"), of SS&C
Technologies, Inc. is hereby amended as follows (capitalized terms used herein
and not defined herein shall have the respective meaning ascribed to such terms
in the Plan):
1. Section 2(b) of the Plan shall be deleted in its entirety and replaced
with the following:
"(b) Intentionally Deleted."
2. The first sentence of Section 4 of the Plan shall be deleted in its
entirety and replaced with the following:
"An employee eligible on the Offering Commencement Date of any Offering
may participate in such Offering by completing and forwarding a payroll
deduction authorization form to the Treasurer of the Company prior to the
applicable Offering Commencement Date."
Except as aforesaid, the Plan shall remain in full force and effect.
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AMENDMENT NO. 3
TO
1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
OF
SS&C TECHNOLOGIES, INC.
The 1996 Employee Stock Purchase Plan, as amended (the "Plan"), of SS&C
Technologies, Inc. is hereby amended as follows (capitalized terms used herein
and not defined herein shall have the respective meaning ascribed to such terms
in the Plan):
1. The second sentence of the preamble of the Plan shall be deleted in its
entirety and replaced with the following:
"Four Hundred Thousand (400,000) shares of Common Stock in the
aggregate have been approved for this purpose."
Except as aforesaid, the Plan shall remain in full force and effect.
Adopted by the Board of Directors on
March 24, 1999
Approved by the Stockholders on
May 11, 1999
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AMENDMENT NO. 4
TO
1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
OF
SS&C TECHNOLOGIES, INC.
The 1996 Employee Stock Purchase Plan, as amended (the "Plan"), of SS&C
Technologies, Inc. is hereby amended as follows (capitalized terms used herein
and not defined herein shall have the respective meaning ascribed to such terms
in the Plan):
1. The second sentence of the preamble of the Plan shall be deleted in its
entirety and replaced with the following:
"Six Hundred Thousand (600,000) shares of Common Stock in the aggregate
have been approved for this purpose."
Except as aforesaid, the Plan shall remain in full force and effect.
Adopted by the Board of Directors
on February 7, 2000
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<PAGE> 44
APPENDIX D
SS&C TECHNOLOGIES, INC.
1996 DIRECTOR STOCK OPTION PLAN
1. Purpose.
The purpose of this 1996 Director Stock Option Plan (the "Plan") of
SS&C Technologies, Inc. (the "Company") is to encourage ownership in the Company
by outside directors of the Company whose continued services are considered
essential to the Company's future progress and to provide them with a further
incentive to remain as directors of the Company.
2. Administration.
The Board of Directors shall supervise and administer the Plan. Grants
of stock options under the Plan and the amount and nature of the awards to be
granted shall be automatic in accordance with Section 5. However, all questions
concerning interpretation of the Plan or any options granted under it shall be
resolved by the Board of Directors and such resolution shall be final and
binding upon all persons having an interest in the Plan.
3. Participation in the Plan.
Directors of the Company who are not full-time employees of the Company
or any subsidiary of the Company ("outside directors") shall be eligible to
receive options under the Plan.
4. Stock Subject to the Plan.
(a) The maximum number of shares of the Company's Common Stock, par
value $.01 per share ("Common Stock"), which may be issued under the Plan shall
be 150,000 shares, subject to adjustment as provided in Section 7.
(b) If any outstanding option under the Plan for any reason expires or
is terminated without having been exercised in full, the shares covered by the
unexercised portion of such option shall again become available for issuance
pursuant to the Plan.
(c) All options granted under the Plan shall be non-statutory options
not entitled to special tax treatment under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
5. Terms, Conditions and Form of Options.
Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
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<PAGE> 45
(a) Option Grant Dates. Options shall automatically be granted to all
eligible outside directors as follows:
(i) each person who first becomes an eligible outside director
after the closing date (the "Closing Date") of the Company's initial public
offering of Common Stock pursuant to an effective registration statement under
the Securities Act of 1933, as amended, shall be granted an option to purchase
5,000 shares of Common Stock on the date of his or her initial election to the
Board of Directors, provided that such eligible director is elected on a date
other than the date of an Annual Meeting of Stockholders; and
(ii) each eligible outside director shall be granted an
additional option to purchase 5,000 shares of Common Stock on the date of each
Annual Meeting of Stockholders of the Company commencing with the 1997 Annual
Meeting of Stockholders, provided that he or she continues to serve as a
director immediately following such Annual Meeting.
(b) Option Exercise Price. The option exercise price per share for each
option granted under the Plan shall equal (i) the last reported sales price per
share of the Company's Common Stock on the Nasdaq National Market (or, if the
Company is traded on a nationally recognized securities exchange on the date of
grant, the reported closing sales price per share of the Company's Common Stock
by such exchange) on the date of grant (or if no such price is reported on such
date such price as reported on the nearest preceding day) or (ii) if the Common
Stock is not traded on the Nasdaq National Market or an exchange, the fair
market value per share on the date of grant as most recently determined by the
Board of Directors.
(c) Options Non-Transferable. To the extent required to qualify for the
exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), any option granted under the Plan to an optionee
shall not be transferable by the optionee other than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder, and shall be exercisable during the optionee's lifetime
only by the optionee or the optionee's guardian or legal representative.
(d) Vesting Period.
(i) General. Each option granted under the Plan shall become
exercisable on the first anniversary of the Option Grant Date; provided,
however, that the optionee continue to serve as a director on such date.
(ii) Acceleration Upon Change in Control. Notwithstanding the
foregoing, each outstanding option granted under the Plan shall immediately
become exercisable in full in the event a Change in Control (as defined in
Section 8) of the Company occurs.
(e) Termination. Each option shall terminate, and may no longer be
exercised, on the earlier of the (i) the date 10 years after the Option Grant
Date or (ii) the date 60 days after the optionee ceases to serve as a director
of the Company; provided that, in the event an optionee
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ceases to serve as a director due to his or her death or disability (within the
meaning of Section 22(e)(3) of the Code or any successor provision), then the
exercisable portion of the option may be exercised, within the period of 180
days following the date the optionee ceases to serve as a director (but in no
event later than 10 years after the Option Grant Date), by the optionee or by
the person to whom the option is transferred by will, by the laws of descent and
distribution, or by written notice pursuant to Section 5(h).
(f) Exercise Procedure. An option may be exercised only by written
notice to the Company at its principal office accompanied by payment in cash of
the full consideration for the shares as to which the option is exercised.
(g) Exercise by Representative Following Death of Director. An
optionee, by written notice to the Company, may designate one or more persons
(and from time to time change such designation), including his or her legal
representative, who, by reason of the optionee's death, shall acquire the right
to exercise all or a portion of the option. If the person or persons so
designated wish to exercise any portion of the option, they must do so within
the term of the option as provided herein. Any exercise by a representative
shall be subject to the provisions of the Plan.
6. Limitation of Rights.
(a) No Right to Continue as a Director. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain the optionee as a director for any period of time.
(b) No Stockholders' Rights for Options. An optionee shall have no
rights as a stockholder with respect to the shares covered by his or her option
until the date of the issuance to him or her of a stock certificate therefor,
and no adjustment will be made for dividends or other rights (except as provided
in Section 7) for which the record date is prior to the date such certificate is
issued.
7. Adjustment Provisions for Mergers, Recapitalizations and Related
Transactions.
If, through or as a result of any merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, or other similar transaction, (i) the outstanding shares of
Common Stock are exchanged for a different number or kind of securities of the
Company or of another entity, or (ii) additional shares or new or different
shares or other securities of the Company or of another entity are distributed
with respect to such shares of Common Stock, the Board of Directors shall make
an appropriate and proportionate adjustment in (x) the maximum number and kind
of shares reserved for issuance under the Plan, (y) the number and kind of
shares or other securities subject to then outstanding options under the Plan,
and/or (z) the price for each share subject to any then outstanding options
under the Plan (without changing the aggregate purchase price for such options),
to the end that each option shall be exercisable, for the same aggregate
exercise price, for such securities as such optionholder would have held
immediately following such event if he had exercised such option
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immediately prior to such event. No fractional shares will be issued under the
Plan on account of any such adjustments.
8. Change in Control. For purposes of the Plan, a "Change in Control" shall be
deemed to have occurred only if any of the following events occurs: (i) any
"person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act
(other than the Company, any trustee or other fiduciary holding securities under
an employee benefit plan of the Company, or any corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities; (ii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; (iii) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets; or (iv) individuals who, on the date
on which the Plan was adopted by the Board of Directors, constituted the Board
of Directors of the Company, together with any new director whose election by
the Board of Directors or nomination for election by the Company's stockholders
was approved by a vote of at least a majority of the directors then still in
office who were directors on the date on which the Plan was adopted by the Board
of Directors or whose election or nomination was previously so approved, cease
for any reason to constitute at least a majority of the Board of Directors.
9. Modification, Extension and Renewal of Options.
The Board of Directors shall have the power to modify or amend
outstanding options; provided, however, that no modification or amendment may
(i) have the effect of altering or impairing any rights or obligations of any
option previously granted without the consent of the optionee, or (ii) modify
the number of shares of Common Stock subject to the option (except as provided
in Section 7).
10. Termination and Amendment of the Plan.
The Board of Directors may suspend, terminate or discontinue the Plan
or amend it in any respect whatsoever; provided, however, that without approval
of the stockholders of the Company, no amendment may (i) increase the number of
shares subject to the Plan (except as provided in Section 7), (ii) materially
modify the requirements as to eligibility to receive options under the Plan, or
(iii) materially increase the benefits accruing to participants in the Plan; and
provided further that the Board of Directors may not amend the provisions of
Sections 3, 5(a), 5(b) or 5(c) more frequently than once every six months, other
than to comply with changes in the Code or the rules thereunder.
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11. Notice.
Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.
12. Governing Law.
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware.
13. Stockholder Approval.
The Plan is conditional upon stockholder approval of the Plan within
one year from its date of adoption by the Board of Directors. No option under
the Plan may be exercised until such stockholder approval is obtained, and the
Plan and all options granted under the Plan shall be null and void if the Plan
is not so approved by the Company's stockholders.
Adopted by the Board of Directors on April 1, 1996
Approved by the stockholders on April 1, 1996
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AMENDMENT NO. 1 TO THE 1996 DIRECTOR STOCK OPTION PLAN
OF
SS&C TECHNOLOGIES, INC.
October 30, 1996
The 1996 Director Stock Option Plan (the "Plan") of SS&C Technologies,
Inc. is hereby amended as follows (capitalized terms used herein and not defined
herein shall have the respective meaning ascribed to such terms in the Plan):
1. The reference to Section 5(h) at the end of Section 5(e) of the Plan
shall be amended to refer to Section 5(f).
2. Section 10 of the Plan shall be deleted in its entirety and replaced
with the following:
"10. Termination and Amendment of the Plan. The Board of Directors may
suspend, terminate or discontinue the Plan or amend it in any respect
whatsoever."
Except as aforesaid, the Plan shall remain in full force and effect.
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SS&C TECHNOLOGIES, INC.
AMENDMENT NO. 2
TO
1996 DIRECTOR STOCK OPTION PLAN, AS AMENDED
1. The 1996 Director Stock Option Plan, as amended (the "Plan"), is hereby
amended to delete subsection 5(d) thereof and replace such subsection
in its entirety with the following:
"(d) Vesting Period. Each option granted under the Plan shall be
exercisable in full immediately upon the Option Grant Date."
2. The Plan is hereby amended to delete section 8 thereof and replace such
section in its entirety with the following:
"8. Intentionally deleted."
3. Except as aforesaid, the Plan shall remain in full force and effect.
Adopted by the Board of Directors on May 5, 1999
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SS&C TECHNOLOGIES, INC.
AMENDMENT NO. 3
TO
1996 DIRECTOR STOCK OPTION PLAN, AS AMENDED
1. The 1996 Director Stock Option Plan, as amended (the "Plan"), is hereby
amended to delete subsection 4(a) thereof and replace such subsection in its
entirety with the following:
"4(a) The maximum number of shares of the Company's Common Stock, par
value $.01 per share ("Common Stock"), which may be issued under the
Plan shall be 300,000 shares, subject to adjustment as provided in
Section 7."
2. The Plan is hereby amended to delete section 5(a) thereof and replace such
section in its entirety with the following:
"5(a) Option Grant Dates. Options shall automatically be granted to all
eligible outside directors as follows:
(i) each person who first becomes an eligible outside director
after the 2000 Annual Meeting of Stockholders of the Company
shall be granted an option to purchase 10,000 shares of Common
Stock on the date of his or her initial election to the Board
of Directors, provided that such eligible director is elected
on a date other than the date of an Annual Meeting of
Stockholders; and
(ii) each eligible outside director shall be granted an option
to purchase 10,000 shares of Common Stock on the date of each
Annual Meeting of Stockholders of the Company commencing with
the 2000 Annual Meeting of Stockholders, provided that he or
she continues to serve as a director immediately following
such Annual Meeting."
3. Except as aforesaid, the Plan shall remain in full force and effect.
Adopted by the Board of Directors on February 7, 2000
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