UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1996
or
Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period ended from _____ to _____
Commission File Number 0-10180
Computer Associates International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-2857434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Computer Associates Plaza
Islandia, New York 11788-7000
(Address of principal executive offices) (Zip Code)
(516) 342-5224
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date:
Title of Class Shares Outstanding
Common Stock as of October 29, 1996
par value $.10 per share 364,799,220
<PAGE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
PART I. Financial Information: Page No.
Item 1. Consolidated Condensed Balance Sheets -
September 30, 1996 and March 31, 1996 1
Consolidated Statements of Income -
Three Months Ended September 30, 1996 and 1995 2
Consolidated Statements of Income -
Six Months Ended September 30, 1996 and 1995 3
Consolidated Condensed Statements of Cash Flows -
Six Months Ended September 30, 1996 and 1995 4
Notes to Consolidated Condensed Financial
Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. Other Information:
Item 6. Exhibits and Reports on Form 8-K 11
<PAGE> 1
<TABLE>
Item 1:
Part I. FINANCIAL INFORMATION
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions)
<CAPTION>
September 30 March 31,
1996 1996
----------- ---------
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 116 $ 97
Marketable securities 85 104
Trade and installment accounts receivable - net 1,129 1,182
Inventories and other current assets 63 65
------- -------
TOTAL CURRENT ASSETS 1,393 1,448
Installment accounts receivable, due after one 2,042 1,701
Property and equipment - net 422 420
Purchased software products - net 440 580
Excess of cost over net assets acquired - net 767 786
Investments and other noncurrent assets 78 81
------- -------
TOTAL ASSETS $5,142 $5,016
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY:
Loans payable - banks $ 495 $ 495
Other current liabilities 999 1,006
Long-term debt 740 945
Deferred income taxes 794 721
Deferred maintenance revenue 301 367
Stockholders' equity 1,813 1,482
------- -------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $5,142 $5,016
======= =======
<FN>
See Notes to Consolidated Condensed Financial Statements
</TABLE>
<PAGE> 2
<TABLE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share amounts)
<CAPTION>
For the Three Months
Ended September 30,
---------------------
1996 1995
<S> <C> <C>
Product revenue and other related income $ 800 $ 630
Maintenance fees 190 182
------ ------
TOTAL REVENUE 990 812
Costs and expenses:
Selling, marketing and administrative 383 313
Product development and enhancements 76 67
Commissions and royalties 50 41
Depreciation and amortization 106 101
Interest expense - net 21 17
Purchased research and development 1,303
------ ------
TOTAL COSTS AND EXPENSES 636 1,842
------ ------
Income (loss) before income taxes 354 (1,030)
Provision for income tax expense (benefit) 131 (393)
------ ------
NET INCOME (LOSS) $ 223 $ (637)
------ ------
NET INCOME (LOSS) PER COMMON SHARE * $ 0.59 $(1.76)
------ ------
Weighted average common shares used in
computation* 380 362
<FN>
* Shares and per share amounts adjusted for three-for-two stock splits
effective June 19, 1996 and August 21, 1995.
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE> 3
<TABLE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share amounts)
<CAPTION>
For the Six Months
Ended September 30,
-------------------
1996 1995
---- ----
<S> <C> <C>
Product revenue and other related income $ 1,403 $ 1,027
Maintenance fees 379 363
------- -------
TOTAL REVENUE 1,782 1,390
Costs and expenses:
Selling, marketing and administrative 725 590
Product development and enhancements 151 128
Commissions and royalties 91 67
Depreciation and amortization 226 172
Interest expense - net 44 19
Purchased research and development 1,303
------ ------
TOTAL COSTS AND EXPENSES 1,237 2,279
------ ------
Income (loss) before income taxes 545 (889)
Provision for income tax expense (benefit) 202 (340)
------ ------
NET INCOME (LOSS) $ 343 $ (549)
------ ------
NET INCOME (LOSS) PER COMMON SHARE * $ 0.90 $(1.52)
------ ------
Weighted average common shares used in
computation* 380 362
<FN>
* Shares and per share amounts adjusted for three-for-two stock splits
effective June 19, 1996 and August 21, 1995.
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE> 4
<TABLE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions)
<CAPTION>
For the Six Months
Ended September 30,
-------------------
1996 1995
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 343 $(549)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 226 172
Provision for deferred income taxes 93 (437)
Charge for purchased research and development 1,303
Increase in noncurrent installment
accounts receivable - (353) (230)
(Decrease) increase in deferred
maintenance revenue (65) 1
Changes in other operating assets and
liabilities, excludes effects of acquisitions 26 (73)
------ ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 270 187
INVESTING ACTIVITIES:
Acquisitions, primarily purchased software,
marketing rights and intangibles (25) (1,686)
Purchase of property and equipment (8) (12)
Decrease in current marketable securities 20 56
Capitalized development costs (8) (7)
------ ------
NET CASH USED IN INVESTING ACTIVITIES (21) (1,649)
FINANCING ACTIVITIES:
Borrowings and repayments - net (202) 1,451
Dividends paid (17) (16)
Exercise of common stock options/other 11 12
Purchases of treasury stock (21) (22)
------ ------
NET CASH (USED IN) PROVIDED
BY FINANCING ACTIVITIES (229) 1,425
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
BEFORE EFFECT OF EXCHANGE RATE CHANGES ON CASH 20 (37)
Effect of exchange rate changes on cash (1) (2)
------ -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 19 (39)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 97 117
------ -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 116 $ 78
====== =======
<FN>
See notes to Consolidated Financial Statements.
</TABLE>
<PAGE> 5
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results
for the six months ended September 30, 1996 are not necessarily
indicative of the results that may be expected for the year ending March
31, 1997. For further information, refer to the consolidated financial
statements and footnotes thereto included in Computer Associates
International, Inc.'s (the "Registrant" or the "Company") Annual Report
on Form 10-K for the fiscal year ended March 31, 1996.
Cash Dividends: In May 1996, the Company's Board of Directors declared
its regular, semi-annual cash dividend of $.07 per share. The dividend
was paid on July 9, 1996 to stockholders of record on June 10, 1996,
prior to the Company's three-for-two stock split effective June 19,
1996.
Net Income per Share: Net income per share of Common Stock is computed
by dividing net income by the weighted average number of common shares
and any dilutive common share equivalents outstanding. Common share
equivalents for the three and six month periods ended September 30,
1995 were excluded because of their anti-dilutive effect. Fully diluted
net income per share is the same or not materially different from net
income per share.
Stock Split: On May 30, 1996 the Company declared a three-for-two
stock split in the form of a stock dividend, distributed July 15, 1996
to stockholders of record as of June 19, 1996. Shares and
per share amounts have been adjusted to reflect this stock split as well
as the previous three-for-two stock split effective August 21, 1995.
Statements of Cash Flows: For the six months ended September 30, 1996
and 1995, interest payments were $30 million and $20 million,
respectively, and income taxes paid were $119 million and $64
million, respectively.
<PAGE> 6
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE B -- ACQUISITIONS
On August 1, 1995, the Company acquired 98% of the issued and
outstanding shares of Common Stock of Legent Corporation ("Legent"), and
on November 6, 1995 merged Legent into one of its wholly owned
subsidiaries. The aggregate purchase price of approximately $1.8
billion was funded from drawings under the Company's $2 billion credit
agreement dated July 24, 1995. Legent was engaged in the design,
development, marketing, and support of a broad range of computer
software products for the management of information systems used to
manage mainframe, midrange, server, workstation and PC systems deployed
throughout a business enterprise. The acquisition was accounted for as
a purchase. The results of Legent's operations have been combined with
those of the Company since the date of acquisition.
The Company recorded an $808 million after tax charge against earnings
for the write-off of purchased Legent research and development
technology that had not reached the working model stage and has no
alternative future use.
The following table reflects pro forma combined results of operations
(unaudited) of the Company and Legent on the basis that the acquisition
had taken place and the related after tax charge, noted above, was
recorded at the beginning of fiscal year 1996:
<TABLE>
(In millions, except per share amounts)
<CAPTION>
For the Six Months For the Three Months
Ended September 30, Ended September 30,
------------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $ 1,802 $ 1,476 $ 990 $ 834
Net income 355 (772) 223 165
Net income per common share $ 0.93 $ (2.14) $.0.59 $ 0.43
Shares used in computation 380 361 380 380
</TABLE>
In management's opinion, the pro forma combined results of operations
are not indicative of the actual results that would have occurred had
the acquisition been consummated at the beginning of fiscal year
1996 or of future operations of the combined entities under the
ownership and operation of the Company.
<PAGE> 7
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE C -- THE 1995 KEY EMPLOYEE STOCK OWNERSHIP PLAN
Under the 1995 Key Employee Stock Employee Ownership Plan (the "1995
Plan") the Stock Option and Compensation Committee of the Board of
Directors (the "Committee") is authorized to grant, subject to the
attainment of certain Common Stock price objectives, up to 13,500,000
shares of the Company's restricted Common Stock to three key executives.
The Committee has initially reserved 4,500,000 shares of Common Stock
("Initial Grant") and may grant up to an additional 9,000,000 shares
(the "Additional Grants") based on achievement of certain target
price levels for the Company's Common Stock. In January 1996, 900,000
shares of Common Stock reserved under the Initial Grant vested, subject
to the continued employment of the key executives. Accordingly, the
Company began accruing the compensation expense associated with the
900,000 shares over the employment period ending March 31, 2000. At
September 30, 1996, 5,400,000 shares of the Additional Grants had been
reserved under the 1995 Plan, and 3,600,000 shares were available for
future grants based on stock price performance. The Initial Grant and
Additional Grants are non-transferable, are subject to risk of
forfeiture through March 31, 2000 and are further subject to
significant limitations on transfer during the seven years following
vesting.
All references to the number of shares available and reserved for grant
have been adjusted to reflect three-for -two stock splits effective June
19, 1996 and August 21, 1995.
NOTE D -- SUBSEQUENT EVENT
On October 11, 1996, the Company announced that Tse-tsehese-staetse,
Inc., the Company's wholly owned merger subsidiary, commenced a tender
offer for all of the outstanding shares of Cheyenne Software, Inc.
("Cheyenne") common stock at a price of $30.50 per share, net to the
seller in cash. The offer is being made pursuant to the Agreement and
Plan of Merger dated as of October 7, 1996 among Tse-tsehese-staetse,
Inc. and Cheyenne. It is conditioned, among other things, upon a number
of shares being tendered and not withdrawn such that, upon consummation
of the offer, the Company and its affiliates will beneficially own in
the aggregate not less than the majority of the shares on a
fully diluted basis. The offer will expire at 12:00 midnight, New York
City time, on Friday, November 8, 1996, unless the offer is extended.
The Board of Directors of Cheyenne has unanimously approved the offer
and the Merger Agreement and has unanimously recommended that the
stockholders of Cheyenne accept the offer.
<PAGE> 8
Item 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Statements in this Form 10-Q concerning the company's future prospects
are "forward looking statements" under the federal securities laws.
There can be no assurances that future results will be achieved and
actual results could differ materially from forecasts and
estimates. Important factors that could cause actual results to differ
materially are discussed below in the section "Operations".
RESULTS OF OPERATIONS
Revenue:
Total revenue for the quarter ended September 30, 1996 increased by
22%, or $178 million, over the prior year's comparable quarter. The
increase reflects the Company's offering of attractive enterprise
pricing options, as well as the continued growth of licensing fees from
the Company's expanding client/server products. The inclusion in the
current period of revenues associated with the Legent products for three
months compared to two months of Legent activity in the prior year's
comparable quarter contributed slightly to the revenue growth. Revenue
in North America exhibited strong growth representing 62% of the revenue
in the September 1996 quarter compared to 52% of revenue in the
September 1995 quarter. International revenue for the quarter
decreased by $19 million over the comparable quarter last year due
primarily to unfavorable foreign exchange rates and strong international
results last year which benefited disproportionately from the Legent
acquisition. Maintenance revenues increased $8 million, or 4%, primarily
due to the acquisition of the Legent client base, partially offset by
the ongoing trend of site consolidations and expanding client/server
revenues which yield lower maintenance. Price changes did not have a
material impact in either quarter.
Costs and Expenses:
Selling, marketing and administrative expenses as a percentage of total
revenue for the September 1996 quarter increased to 39% from 38% for
the September 1995 quarter. The modest percentage increase reflects
increased promotional expenditures, specifically charges associated with
CA-World, a week long, company wide user conference held in the month of
August. Net research and development expenditures increased $9 million,
or 12%, over the September 1995 quarter. The addition of Legent product
development personnel, continued emphasis on adapting products for the
client/server environment and broadening of Internet/Intranet product
offerings were largely responsible for the increase. Commissions and
royalties as a percentage of revenue were 5% for both the September 1996
and 1995 quarters. Depreciation and amortization expense increased $5
million in the September 1996 quarter over the September 1995 quarter,
primarily due to the additional purchased software product amortization
associated with the Legent acquisition. In the September 1996 quarter,
net interest expense increased by $4 million over the September 1995
quarter as a result of the higher average debt levels associated with
borrowings used to finance the Legent acquisition.
<PAGE> 9
Item 2: (Continued)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Operating Margins:
Net income for the September 1996 quarter was $223 million, or $.59 per
share compared to a net loss of $637 million, or $1.76 per share in the
September 1995 quarter. The net loss for the September 1995 quarter was
entirely attributable to the $808 million after tax charge for the
write-off of Legent purchased research and development technology that
had not reached the working model stage and had no alternative future
use. Excluding the after tax charge, net income for the September
1996 quarter increased $52 million, or 30% compared to the September
1995 quarter's adjusted net income of $171 million. The Company's
consolidated effective tax rate for the September 1996 quarter decreased
to 37%, slightly less than the prior year's effective tax rate of 37.5%.
Operations:
The Company's products are designed to improve the productivity and
efficiency of its clients' data processing resources. Accordingly, in
a recessionary environment, the Company's products are often a
reasonable economic alternative to customers faced with the prospect
of incurring expenditures to increase their existing data processing
resources. However, a general or global slowdown in the world economy
could adversely affect the Company's operations.
The Company has traditionally reported lower profit margins in the first
two quarters of each fiscal year than those experienced in the third and
fourth quarters. As part of the annual budget process, management
establishes higher discretionary expense levels in relation to projected
revenue for the first half of the year. Historically, the Company's
combined third and fourth quarter revenues have been greater than the
first half of the year, as these two quarters coincide with the clients'
calendar year budget periods and the culmination of the Company's annual
sales plan. Historically, higher second half revenues have resulted in
significantly higher profit margins since total expenses have not
increased in proportion to revenue. However, past financial performance
should not be considered to be a reliable indicator of future
performance.
The Company's future operating results may be affected by a number of
other factors, including, but not limited to: uncertainties relative to
economic conditions; market acceptance of competing technologies; the
availability and cost of new solutions; the Company's ability to
successfully manage the transition from deriving a majority of its
revenue from mainframe products to offering lower, individually priced
client/server solutions; the strength of its distribution channels; the
Company's ability to manage fixed and variable expense growth relative
to revenue growth; and the Company's ability to effectively integrate
acquired products and operations.
<PAGE> 10
Item 2: (Continued)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company's cash, cash equivalents and
marketable securities balance increased by approximately $2 million from
the balance at June 30, 1996. During the quarter, bank debt repayments
of $105 million, dividend payments of $17 million and Company stock
purchases of $10 million were funded by cash generated from operations
of $143 million.
On July 11, 1996, the Company restructured its $2 billion revolving
credit line into a $700 million 364 day facility and a $1.3 billion 5
year facility. Borrowing costs and facility fees are based upon
the achievement of certain financial ratios. At September 30, 1996, in
addition to the $320 million outstanding under its 6.77% Senior Notes,
$870 million remained outstanding under the $2 billion facility. The
outstanding revolving debt on September 30, 1996 carried an interest
rate of the London Interbank Offered Rate ("LIBOR") plus 20.5 basis
points.
The total number of shares purchased under the Company's various open
market Common Stock repurchase programs was approximately 71.3 million
as of September 30, 1996. In July 1996, the Company's Board of
Directors authorized the repurchase of an additional 18.75 million
shares. This brought the total shares available for repurchase at
September 30, 1996 to approximately 37.4 million. All share amounts
reflect both the August 1995 and the June 1996 3-for-2 stock splits.
On October 11, 1996, the Company commenced a tender offer for all the
issued and outstanding shares of Cheyenne Software, Inc. ("Cheyenne") at
$30.50 per share. The transaction, pending regulatory approval and
expiration of the tender offer, is valued at approximately $1.2 billion.
The Company plans to fund the purchase price through existing cash, cash
equivalents and marketable securities balances as well as the existing
credit facilities.
The Company's other capital resource requirements as of September 30,
1996 consisted of lease obligations for office space, computer
equipment, mortgage or loan obligations and amounts due as a
result of product and company acquisitions. It is expected that
existing cash, cash equivalents, short term marketable securities, the
availability of borrowings under committed and uncommitted credit
lines, as well as cash provided from operations, will be sufficient to
meet ongoing cash requirements.
<PAGE> 11
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) Annual Meeting of Stockholders held on August 14 , 1996
(b) The Stockholders notice to fix the number of Directors at
seven and elected Directors for the ensuing year as
follows:
<TABLE>
<CAPTION>
Affirmative Authority
Name Votes Withheld
-------------- --------------- ----------
<S> <C> <C>
Russell M. Artz 213,594,713 261,247
Willem F.P. de Vogel 213,655,600 200,360
Irving Goldstein 213,653,064 202,896
Richard A. Grasso 213,656,294 199,666
Shirley Strum Kenny 213,643,655 212,305
Sanjay Kumar 213,582,201 273,759
Charles B. Wang 213,597,743 258,017
</TABLE>
(c) The Stockholders voted to approve an amendment to the
Company's Restated Certificate of Incorporation, as amended,
to increase the number of shares of its authorized Common
Stock, par value $.10 per share, from 500,000,000 to
1,100,000,000:
<TABLE>
<CAPTION>
<S> <C>
Affirmative Votes 175,359,078
Negative Votes 37,351,428
Abstentions 270,585
</TABLE>
(d) The Stockholders voted to approve the 1996 Deferred Stock
Plan for Non-Employee Directors:
<TABLE>
<CAPTION>
<S> <C>
Affirmative Votes 207,648,870
Negative Votes 5,728,007
Abstentions 479,083
</TABLE>
(e) The Stockholders voted to ratify the appointment of Ernst &
Young LLP as the Company's independent auditors for the
fiscal year ending March 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Affirmative Votes 213,520,176
Negative Votes 152,024
Abstentions 183,760
</TABLE>
<PAGE> 12
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits.
3.(i)(a) Restated Certificate of Incorporation, dated
October 23, 1981.
3.(i)(b) Certificate of Amendment of the Restated
Certificate of Incorporation, dated May 10,
1983.
3.(i)(c) Certificate of Amendment of the Restated
Certificate of Incorporation, dated
September 18, 1985.
3.(i)(d) Certificate of Amendment of the Restated
Certificate of Incorporation, dated August 19,
1987.
3.(i)(e) Certificate of Amendment of the Restated
Certificate of Incorporation, dated August 24,
1989.
3.(i)(f) Certificate of Amendment of the Restated
Certificate of Incorporation, dated August 23,
1996.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
Dated: November 1, 1996 By: /s/Sanjay Kumar
------------------------
Sanjay Kumar, President
and Chief Operating Officer
Dated: November 1, 1996 By: /s/ Peter Schwartz
------------------------
Peter Schwartz
Sr. Vice President - Finance
(Chief Financial and
Accounting Officer)
Exhibit 3.(i)(a)
RESTATED CERTIFICATE OF INCORPORATION
OF
COMPUTER ASSOCIATES INTERNATIONAL, INC.
---------------------------------------
Under Section 245 of the Delaware
Corporation Law
---------------------------------------
We, Anthony W. Wang, Vice President, and Arnold S. Mazur,
Secretary, of Computer Associates International, Inc., a corporation
existing under the laws of the State of Delaware, do hereby certify as
follows:
1. That the name of the corporation is Computer Associates
International, Inc. and the name under which the corporation was formed
was Computer Associates Incorporated.
2. That the Certificate of Incorporation of the corporation was
filed by the Secretary of State, Dover, Delaware, on the 26th day of
March, 1974.
3. That the text of the Certificate of Incorporation of said
Computer Associates International, Inc., as amended, is hereby restated,
without further amendment or change, to read as follows:
CERTIFICATE OF INCORPORATION
OF
COMPUTER ASSOCIATES INTERNATIONAL, INC.
_______________________________________
FIRST: The name of the corporation (hereinafter called
the "corporation") is COMPUTER ASSOCIATES INTERNATIONAL, INC.
SECOND: The address, including street, number, city, and
county, of the registered office of the corporation in the State of
Delaware is 306 South State Street, City of Dover, County of Kent; and
the name of the registered agent of the corporation in the State of
Delaware at such address is United States Corporation Company.
<PAGE> 2
THIRD: The nature of the business and of the purposes
to be conducted and promoted by the corporation, which shall be in
addition to the authority of the corporation to conduct any lawful
business, to promote any lawful purpose, and to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, is as follows:
To provide services, facilities, concepts, programs, manuals and
equipment of any and all kinds in the fields of electronic data
processing and the sales, licensing, franchising and any other
disposition of computer hardware, software, peripherals and related
supplies, equipment and facilities. To purchase, receive, take by
grant, gift, devise, bequest or otherwise, lease, or otherwise acquire,
own, hold, improve, employ, use and otherwise deal in and with real or
personal property, or any interest therein, wherever situated, and to
sell, convey, lease, exchange, transfer or otherwise dispose of, or
mortgage or pledge, all or any of its property and assets, or any
interest therein, wherever situated.
To take, lease, purchase or otherwise acquire, and to own, use,
hold, sell, convey, exchange, lease, mortgage, work, clear, improve,
develop, divide, and otherwise handle, manage, operate, deal in and
dispose of real estate, real property, lands, multiple-dwelling
structures, houses, buildings and other works and any interest or right
therein; to take, lease, purchase or otherwise acquire, and to own, use,
hold, sell, convey, exchange, hire, lease, pledge, mortgage, and
otherwise handle, and deal in and dispose of, as principal, agent,
broker, and in any lawful capacity, such personal property, chattels,
chattels real, rights, easements, privileges, choses in action, notes,
bonds, mortgages, and securities as may lawfully be acquired, held, or
disposed of; and to acquire, purchase, sell, assign, transfer, dispose
of, and generally deal in and with, as principal, agent, broker, and in
any lawful capacity, mortgages and other interests in real, personal,
and mixed properties.
To carry on a general mercantile, industrial, investing, and
trading business in all its branches; to devise, invent, manufacture,
fabricate, assemble, install, service, maintain, alter, buy, sell,
import, export, license as licensor or licensee, lease as lessor or
lessee, distribute, job, enter into, negotiate, execute, acquire, and
assign contracts in respect of, acquire, receive, grant, and assign
licensing arrangements, options, franchises, and other rights in respect
of, and generally deal in and with, at wholesale and retail, as
principal, and as sales, business, special, or general agent,
<PAGE> 3
representative, broker, factor, merchant, distributor, jobber, advisor,
and in any other lawful capacity, goods, wares, merchandise,
commodities, and unimproved, improved, finished, processed, and other
real, personal, and mixed property of any and all kinds, together with
the components, resultants, and by-products thereof.
To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate,
develop, enjoy, turn to account, grant licenses and immunities in
respect of, manufacture under and to introduce, sell, assign, mortgage,
pledge or otherwise dispose of, and, in any manner deal with and
contract with reference to:
(a) inventions, devices, formulas, processes and
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trademarks, trade names, trade
symbols and other indications of origin and ownership granted by or
recognized under the laws of the United States of America, the District
of Columbia, any state or subdivision thereof, and any commonwealth,
territory, possession, dependency, colony, possession, agency or
instrumentality of the United States of America and of any foreign
country, and all rights connected therewith or appertaining thereunto;
(c) franchises, licenses, grants, and concessions.
To guarantee, purchase, take, receive, subscribe for, and
otherwise acquire, own, hold, use, and otherwise employ, sell, lease,
exchange, transfer, and otherwise dispose of, mortgage, lend, pledge,
and otherwise deal in and with securities (which term, for the purpose
of this Article THIRD, includes, without limitation of the generality
thereof, any shares of stock, bonds, debentures, notes, mortgages, other
obligations, and any certificates, receipts or other instruments
representing rights to receive, purchase or subscribe for the same, or
representing any other rights or interests therein or in any property or
assets) of any persona, domestic and foreign firms, associations, and
corporations, and by any government or agency or instrumentality thereof
to make payment therefor in any lawful manner; and, while owner of any
such securities, to exercise any and all rights, powers and privileges
in respect thereof, including the right to vote.
<PAGE> 4
To make, enter into, perform and carry out contracts of every kind
and description with any person, firm, association, corporation or
government or agency or instrumentality thereof.
To acquire by purchase, exchange or otherwise, all, or any part
of, or any interest in, the properties, assets, business and good will
of any one or more persons, firms, associations or corporations
heretofore or hereafter engaged in any business for which a corporation
may now or hereafter be organized under the laws of the State of
Delaware; to pay for the same in cash, property or its own or other
securities,; to hold, operate, reorganize, liquidate, sell or in any
manner dispose of the whole or any part thereof; and in connection
therewith, to assume or guarantee performance of any liabilities,
obligations or contracts of such persons, firms, associations or
corporations, and to conduct the whole or any part of any business thus
acquired.
To lend money in furtherance of its corporate purposes and to
invest and reinvest its funds from time to time to such extent, to such
persons, firms, associations, corporations, governments or agencies or
instrumentalities thereof, and on such terms and on such security, if
any, as the Board of Directors of the corporation may determine.
To make contracts of guaranty and suretyship of all kinds and
endorse or guarantee the payment of principal, interest or dividends
upon, and to guarantee the performance of sinking fund or other
obligations of, any securities, and to guarantee in any way permitted by
law the performance of any of the contracts or other undertakings in
which the corporation may otherwise be or become interested, of any
persons, firm, association, corporation, government or agency or
instrumentality thereof, or of any other combination, organization or
entity whatsoever.
To borrow money without limit as to amount and at such rates of
interest as it may determine; from time to time to issue and sell its
own securities, including its shares of stock, notes, bonds, debentures,
and other obligations, for such purposes and for such prices, now or
hereafter permitted by the laws of the State of Delaware and by this
certificate of incorporation, as the Board of Directors of the
corporation may determine; and to secure any of its obligations by
mortgage, pledge, or other encumbrance of all or any of its property,
franchises and income.
<PAGE> 5
To be a promoter or manager of other corporations of any type or
kind; and to participate with others in any corporation, partnership,
limited partnership, joint venture, or other association of any kind, or
in any transaction, undertaking or arrangement which the corporation
would have power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others.
To draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable instruments and
evidence of indebtedness whether secured by mortgage or otherwise, as
well as to secure the same by mortgage or otherwise, so far as may be
permitted by the laws of the State of Delaware.
To purchase, receive, take, reacquire or otherwise acquire, own
and hold, sell, lend, exchange, reissue, transfer or otherwise dispose
of, pledge, use, cancel, and otherwise deal in and with its own shares
and its other securities from time to time to such an extent and in such
manner and upon such terms as the Board of Directors of the corporation
shall determine; provided that the corporation shall not use its funds
or property for the purchase of its own shares of capital stock when its
capital is impaired or when such use would cause any impairment of its
capital, except to the extent permitted by law.
To organize, as an incorporator, or cause to be organized under
the laws of the State of Delaware, or of any other State of the United
States of America, or of the District of Columbia, or of any
commonwealth, territory, dependency, colony, possession, agency, or
instrumentality of the United States of America, or of any foreign
country, a corporation or corporations for the purpose of conducting and
promoting any business or purpose for which corporations may be
organized, and to dissolve, wind up, liquidate, merge or consolidate any
such corporation or corporations or to cause the same to be dissolved,
would up, liquidated, merged or consolidated.
To conduct its business, promote its purposes, and carry on its
operation in any and all of its branches and maintain offices both
within and without the State of Delaware, in any and all States of the
United States of America, in the District of Columbia, and in any or all
commonwealths, territories, dependencies, colonies, possessions,
agencies, or instrumentalities of the United States of America and of
foreign governments.
<PAGE> 6
To promote and exercise all or any part of the foregoing purposes
and powers in any and all parts of the world, and to conduct its
business in all or any of its branches as principal, agent, broker,
factor, contractor, and in any other lawful capacity, either alone or
through or in conjunction with any corporations, associations,
partnerships, firms, trustees, syndicates, individuals, organizations,
and other entities in any part of the world, and, in conducting its
business and promoting any of its purposes, to maintain offices,
branches and agencies in any part of the world, to make and perform any
contracts and to do any acts and things, and to carry on any business,
and to exercise any powers and privileges suitable, convenient, or
proper for the conduct, promotion, and attainment of any of the business
and purposes herein specified or which at any time may be incidental
thereto or may appear conducive to or expedient for the accomplishment
of any of such business and purposes and which might be engaged in or
carried on by a corporation incorporated or organized under the General
Corporation Law of the State of Delaware, and to have and exercise all
of the powers conferred by the laws of the State of Delaware upon
corporations incorporated or organized under the General Corporation Law
of the State of Delaware.
The foregoing provisions of this Article THIRD shall be construed
both as purposes and powers and each as an independent purpose and
power. The foregoing enumeration of specific purposes and powers shall
not be held to limit or restrict in any manner the purposes and powers
of the corporation, and the purposes and powers herein specified shall,
except when otherwise provided in this Article THIRD, be in no wise
limited or restricted by reference to, or inference from, the terms of
any provision of this or any other Article of this certificate of
incorporation; provided, that the corporation shall not conduct any
business, promote any purpose, or exercise any power or privilege within
or without the State of Delaware which, under the laws thereof, the
corporation may not lawfully conduct, promote, or exercise.
FOURTH: (A) Number. The total number of shares of capital
stock which the corporation shall have authority to issue is five
million twenty-five thousand (5,025,000) of which (i) ten thousand
(10,000) shall be Preferred Stock of the par value of One Dollar ($1.00)
per share, (ii) fifteen thousand (15,000) shall be Class A Stock of the
par value of One Dollar ($1.00) per share and (iii) five million
(5,000,000) shall be Common Stock of the par value of ten cents ($.10)
per share.
<PAGE> 7
(B) General. Shares of stock of any class of the
corporation may be issued from time to time for such consideration as
may be fixed from time to time by the Board of Directors, but not less
than the par value of shares of stock having a par value; and any and
all such shares so issued, the full consideration for which shall have
been paid or delivered, shall be deemed fully paid and non-assessable
stock and not liable to any further call or assessment thereon.
(C) Preferred Stock.
(a) The Preferred Stock shall have no voting powers
and shall be issued from time to time in one or more series with such
distinctive serial designations and (i) may be entitled to receive
dividends (which may be cumulative or non-cumulative), at such rate or
rates, or upon such conditions, and at such times, and payable in
preference to, or in such relation to, the dividends payable on any
other class or classes of stock; (ii) may have such rights upon the
dissolution of, or upon any distribution of the assets of, the
corporation; (iii) may be made convertible into, or exchangeable for,
shares of any other class or classes of stock of the corporation, at
such price or prices or at such rates of exchange, and with such
adjustments; and (iv) shall have such other relative, participating,
optional or other special rights, qualifications, limitations or
restrictions thereof, all as shall hereafter be stated and expressed in
the resolution or resolutions providing for the issue of such Preferred
Stock from time to time adopted by the Board of Directors pursuant to
authority so to do which is hereby granted to and vested in the Board.
(b) Each outstanding share of Preferred Stock
shall, at the request of the holder thereof, be redeemed by the
corporation at any time after May 31, 1985. The redemption price shall
be an amount equal to the liquidation preference value of the share of
Preferred Stock sought to be redeemed, plus declared but unpaid
dividends on the date fixed for redemption and such redemption price
shall be paid out of funds legally available therefor. The corporation
shall also have the right, at its option and at any time or from time to
time, to redeem, in whole or in part, the outstanding shares of
Preferred Stock at the same redemption price. In each case, the request
of the holder or the corporation for redemption shall be delivered in
writing and such request shall designate the date of redemption in
accordance with Paragraph (e) (3) of Section FOURTH (D) below. In the
<PAGE> 8
event of a redemption at the request of the corporation where less than
all outstanding shares of Preferred Stock are to be redeemed, the shares
to be redeemed shall be chosen by lot or pro rata or by such other
equitable method and in such manner as the Board of Directors of the
corporation may determine. Matters relating to notice, deposit or funds
and effective date of each redemption shall be governed by the
procedures set forth in Paragraphs (e) (3) and (e) (4) of Section FOURTH
(D) below.
(D) Class A Stock.
(a) In each year the holders of shares of
Class A Stock shall be entitled to receive, before any dividends shall
be declared and paid upon or set aside for the common Stock in such
year, but after all dividends shall have been declared and paid upon or
set aside for the Preferred Stock in such year, when and as declared by
the Board of Directors of the corporation, out of funds legally
available for that purpose, cash dividends at the rate of $.25 per share
per annum, and no more, payable annually on the last day of June of such
year. In the event that the aggregate dividends declared in any year
shall be insufficient to pay all shares of Preferred Stock, then no
dividend shall be payable to the holders of Class A Stock. Dividends
upon Class A Stock shall not be cumulative.
(b) In the event of any liquidation, dissolution or
winding-up of the corporation, the holders of shares of Class A Stock
then outstanding shall be entitled to be paid out of the assets of the
corporation available for distribution to its shareholders, whether from
capital, surplus or earnings, before any payment shall be made to the
holders of any stock ranking on liquidation junior to the Class A Stock
(with respect to rights on liquidation, dissolution or winding-up, the
Class A Stock shall rank prior to the Common Stock) an amount equal to
$4.10 per share, subject, however, to appropriate adjustments to reflect
stock dividends, split-ups, combinations, reorganizations,
reclassifications or similar changes of the outstanding shares of Class
A Stock. If after payment of the full amounts of the liquidation
preference to which the holders of shares of Preferred Stock are
entitled, the assets of the corporation available for distribution to
its shareholders shall be insufficient to pay the holders of shares of
Class A Stock the full amounts to which they respectively shall be
entitled, the holders of shares of Class A Stock and any class of stock
ranking on liquidation on a parity with the Class A Stock shall share
ratable in any distribution of assets according to the respective
<PAGE> 9
amounts which would be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to such
shares were paid in full. In the event of any liquidation, dissolution
or winding-up of the corporation after payment shall have been made to
the holders of shares of Class A Stock of the full amount to which they
shall be entitled as aforesaid, the holders of any class or classes of
stock ranking on liquidation junior to the Class A Stock shall be
entitled, to the exclusion of the holders of shares of Class A Stock, to
share according to their respective rights and preferences in all
remaining assets of the corporation available for distribution to its
shareholders. The merger or consolidation of the corporation into or
with another corporation, the merger or consolidation of any other
corporation into or with the corporation, or the sale, transfer,
mortgage, pledge or lease of all or substantially all of the assets of
the corporation shall not be deemed to be a liquidation, dissolution or
winding-up of the corporation.
(c) The holders of shares of Class A Stock shall
have no voting powers.
(d) (1) The Class A Stock shall be convertible, at
the option of the respective holders thereof, at the basic conversion
rate (such rate being subject to adjustment as hereinafter provided) of
twelve (12), i.e. one share of Class A Stock for each twelve shares of
Common Stock, at any time after the first to occur of any of the
following events:
(i) the effective date of a Registration
Statement on Form S-1 (or any other form for the general registration of
securities) under the Securities Act of 1933, as amended, or an Offering
Circular under Regulation A of the General Rules and Regulations under
the Securities Act of 1933, as amended, or otherwise filed by the
corporation relating to any public offering of shares of Common Stock of
the corporation or of securities convertible into shares of Common Stock
of the corporation; or
(ii) the effective date of a merger or
consolidation of the corporation with or into another corporation, where
the corporation is not the surviving corporation or where the
corporation, by reason of such merger or consolidation, becomes a
wholly-owned subsidiary of another corporation or the date on which the
Board of Directors of the corporation shall have finally approved any
merger or consolidation concerning the corporation where, under the
<PAGE> 10
General Corporation Law of the State of Delaware, such merger or
consolidation, (x) shall be subject to the approval of the shareholders
of the corporation and (y) as to which the holders of shares of Class A
Stock shall be entitled to vote separately as a class thereon, whichever
date shall first be applicable; or
(iii) the effective date of a merger or
consolidation of the corporation with or into another corporation, where
the corporation is the surviving corporation but where the shareholders
of the corporation immediately prior to such merger or consolidation no
longer own or control, after such merger or consolidation, more than 50%
of the voting power of all outstanding shares of capital stock of the
surviving corporation; or
(iv) the closing date relating to the conveyance
of all or substantially all of the assets of the corporation to another
corporation or the date on which the Board of Directors of the
corporation shall have finally approved such a transaction where, under
the General Corporation Law of the State of Delaware, such transaction
(x) shall be subject to the approval of the shareholders of the
corporation and (y) as to which the holders of shares of Class A Stock
shall be entitled to vote separately as a class thereon, whichever date
shall first be applicable; or
(v) the last day of any calendar year during
which there shall have been sales of voting stock of the corporation by
the shareholders of the corporation, in the aggregate, in excess of 80%
of all outstanding stock of the corporation entitled to vote for the
election of directors at a meeting of the shareholders duly called and
held for such purpose; provided, however, sales by any shareholder to
the corporation or to any other shareholder and sales or transfers to
the spouse and/or children of a shareholder, to a trust for the benefit
of such spouse and/or children, pursuant to the Last Will and Testament
of a shareholder, pursuant to the laws of intestate succession or to a
committee appointed for the benefit of an incompetent shareholder shall
not be construed as sales of voting stock for the purposes of this
Paragraph (v); or
(vi) the date on which the Board of Directors or
the corporation shall have initially approved a matter of transaction
which, under the General Corporation Law of the State of Delaware, (x)
shall be subject to the approval of the shareholders of the corporation
<PAGE> 11
and (y) as to which the holders of shares of Class A Stock shall be
entitled to vote separately as a class thereon; provided, however, that
any event set forth in this Paragraph (vi) shall not be applicable if
such event occurs prior to February 28, 1985; or
(vii) as to any particular shares of Class A
Stock, after the expiration of twenty-five (25) years from the date of
issuance of such share of Class A Stock; or
(viii) as to any particular share of Class A
Stock, after the expiration of five (5) years after the corporation
shall have had the right to redeem, but shall not have redeemed, such
share of Class A Stock pursuant to the provisions set forth in Paragraph
(e) (2) of this Section FOURTH (D). Upon the occurrence of any of the
events set forth in this Paragraph (d) (1), the corporation shall
immediately send a written notice to the relevant holders of Class A
Stock informing them of their right to convert their shares of Class A
Stock into shares of Common Stock. Notwithstanding any provision to the
contrary, any share of Class A Stock, as to which the corporation shall
have delivered a notice of redemption pursuant to Paragraph (e) (3) of
this Section FOURTH (D), shall no longer be convertible from and after
the date of such notice of redemption and any request for conversion
received by the corporation after such date relating to any such share
of Class A Stock shall be invalid and of no force and effect.
(2) Any holder of Class A Stock electing to
convert shall surrender the certificates representing the shares to be
converted at the principal office of the corporation, with the form of
written request for conversion, and such certificates shall be duly
endorsed or assigned in blank or to the corporation (if required by it).
The conversion right shall be deemed to have been exercised immediately
prior to the close of business or the date on which the certificate for
the Class A Stock, with the request for conversion duly endorsed
thereon, shall have been so surrendered, and the person entitled to
receive the Common Stock issuable upon such conversion shall be treated
for all purposes as the record holder of such Common Stock on said date,
unless the transfer books of the corporation are closed on that date, in
which event he shall be deemed to have become a shareholder of record on
the next succeeding date on which the transfer books are open. The
corporation shall not be required, in connection with any such
conversion, to issue a fraction of a share of its Common Stock, but in
lieu thereof, the corporation shall make a cash payment equal to such
<PAGE> 12
fraction multiplied by the market price of the Common Stock determined
as hereinafter set forth unless the Board of Directors shall determine
to adjust fractional shares by the issuance of fractional scrip
certificates or in some other manner. The market price of the Common
Stock for the purposes of computing any payment to be made for
fractional shares shall be the closing sales price (or if there were no
sales, the closing bid price) on the principal stock exchange on which
the Common Stock is listed or, if the Common Stock is not so listed, the
closing bid price in the over-the-counter market, as of the close of
business on the date of conversion, or, if the Common Stock is not
publicly traded, the market price determined by the Board of Directors
of the corporation.
(3) As soon as practicable after the conversion
of any Class A Stock into Common Stock, the corporation shall deliver to
the person entitled thereto, at the principal office of the corporation,
certificates representing shares of Common Stock, and the cash, if any,
to which such person shall be entitled. The corporation, as a condition
to the exercise of any right of conversion, may require the payment of a
sum equal to any transfer tax or other governmental charge (but not
including any tax payable upon the issue of stock deliverable upon such
conversion) that may be imposed or required by law upon any transfer
incidental or prior thereto, or the submission of proper proof that the
same has been paid.
(4) The conversion rate in effect hereunder at
any time shall be adjusted in each of the following cases:
(i) In case the outstanding shares of Common
Stock shall be subdivided into a greater number of shares of Common
Stock, by reclassification or otherwise than the payment of a dividend
in Common Stock , then the conversion rate in effect shall, upon the
effectiveness of such subdivision, be proportionately increased. In
case the outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser number of
shares of Common Stock, the conversion rate then in effect shall, upon
the effectiveness of such combination, be proportionately decreased.
(ii) In case the corporation shall pay a
dividend or make a distribution upon its Common Stock, in Common Stock,
<PAGE> 13
then in each such case, from and after the record date for determining
the shareholders entitled to receive such dividend or distribution, the
conversion rate then in effect shall be increased in proportion to the
increase in the number of outstanding shares of Common Stock affected
by such dividend or distribution.
(iii) No adjustment of the conversion rate shall
be made by reason of the issuance of Common Stock in exchange for cash,
property or services.
(iv) In case of any capital reorganization or
any reclassification of the capital stock of the corporation other than
pursuant to subparagraph (4)(i) or (4)(ii) above or in case of the
consolidation or merger of the corporation with or into another
corporation where the corporation is not the surviving corporation, or
the conveyance of all or substantially all of the assets of the
corporation to another corporation, the conversion rate then in effect
shall be adjusted so that each share of the Class A Stock shall
thereafter be convertible into the number of shares of stock or other
securities or property to which a holder of the number of shares of
Common Stock of the corporation deliverable upon conversion of such
shares of the Class A Stock would have been entitled upon such
reorganization, reclassification, consolidation, merger or conveyance;
and, in any such case, appropriate adjustment (as determined by the
Board of Directors) shall be made in the application of the provisions
set forth herein with respect to the rights and interests thereafter of
the holders of Class A Stock, to the end that the provisions set forth
herein (including the provisions with respect to adjustments of the
conversion rate) shall thereafter be applicable, as nearly as reasonably
may be, in relation to any shares of stock or other property thereafter
deliverable upon the conversion of the shares of Class A Stock.
(5) Whenever the conversion rate is required to
be adjusted as provided herein, the corporation shall forthwith compute
the adjusted conversion rate and shall prepare a certificate setting
forth such adjusted conversion rate and showing in detail the facts upon
which such adjustment is based. Such certificate shall be maintained
at the principal office of the corporation and thereafter, until further
adjusted, the adjusted conversion rate shall be as set forth in said
certificate, provided that if, upon regular audit, the corporation's
independent public accountants determine that such conversion rate shall
be adjusted, a corrected certificate will be prepared and maintained by
the corporation. The corporation shall mail or cause to be mailed to
<PAGE> 14
the holders of Class A Stock as soon as practicable after the close of
each fiscal year of the corporation a statement setting forth the
adjustments, if any, made in the applicable conversion rate during such
year and the reasons for such adjustments.
(6) So long as any shares of the Class A Stock
remain outstanding, the corporation will at all times reserve from its
authorized Common Stock a sufficient number of shares to provided for
such conversion and will take such corporate action, in the event of an
adjustment in the conversion rate, as may be necessary in order that it
may validly and legally issue fully paid and non-assessable shares of
Common Stock upon conversion of the Class A Stock.
(7) Any shares of Class A Stock which shall have
been converted into Common Stock or acquired by the corporation through
redemption, as hereinafter provided, shall be canceled and not reissued.
(8) In case at any time after the date on which
the shares of Class A Stock may first be converted into shares of
Common Stock as heretofore provided:
(i) the corporation shall make any distribution
(other than cash dividends or dividends payable in shares of its Common
Stock requiring an adjustment in the conversion rate then in effect
pursuant to subparagraph (4)(ii) (above); or
(ii) the corporation shall offer for
subscription pro rata to the holders of its Common Stock any additional
shares of any class or any other right; then, and in any one or more of
such cases, the corporation shall cause at least fifteen (15) days'
prior written notice to be mailed to the holders of record of the Class
A Stock, of the date on which the books of the corporation shall close,
or a record be taken, for such distribution or subscription rights.
Such notice shall also specify the date as of which holders of Common
Stock of record shall participate in said distribution or subscription
rights.
(e) (1) The Class A Stock may be redeemed in whole
or in part by the corporation at any time after the expiration of thirty
(30) days after the first to occur of any of the events set forth in
Paragraphs (d)(1)(i), (d)(1)(ii), (d)(1)(iii), (d)(1)(iv), (d)(1)(v),
<PAGE> 15
(d)(1)(vi) and (d)(1)(vii). The redemption price per share to be paid
by the corporation shall be equal to the Formula Price per share, as
hereinafter defined, plus declared but unpaid dividends on the date
fixed for redemption and such redemption price shall be paid out of
funds legally available therefor. Except as provided in Paragraph (e)
(2) below, if less than all outstanding shares of Class A Stock are to
be redeemed, the shares to be redeemed shall be chosen by lot or pro
rata or by such other equitable method and in such manner as the Board
of Directors of the corporation may determine.
(2) Inasmuch as the shares of Class A Stock are
intended to be issued to the employees of the corporation, any shares of
Class A Stock held by any employee or his Permitted Transferee (as
hereinafter defined), at the time of the termination of the full-time
employment of the employee with the corporation for any reason or
immediately prior to a sale or other transfer of any shares of Class A
Stock by any employee or his Permitted Transferee to any person other
than the corporation or a Permitted Transferee, may be redeemed in whole
or in part, by the corporation, at any time or from time to time, at the
redemption price (as hereinafter defined) as of the date fixed for
redemption, plus declared but unpaid dividends on the date fixed for
redemption and such redemption price shall be paid out of funds legally
available therefor; provided, however, that if the termination of the
employment of the employee is by reason of his death or total disability
while in the full-time employment of the corporation, the corporation's
right to redeem any shares of Class A Stock held by the deceased or
disabled employee or his Permitted Transferee shall be limited, during
the one year period after the date of such termination, to a non-
cumulative maximum to twenty percent (20%) of the total number of shares
of Class A Stock held by such employee or his Permitted Transferee at
the time of such termination of employment and an additional twenty
percent (20%) during each one year period for fours years thereafter.
The right of the corporation to redeem shares of Class A Stock pursuant
to this Paragraph (e) (2) shall be in addition to any rights which it
may have pursuant to Paragraph (e) (1) above. Solely for the purposes
of this Paragraph (e) (2), full-time employment with an affiliated
company of the corporation shall be deemed to be full-time employment
with this corporation. The right of the corporation to redeem shares of
Class A Stock pursuant to this Paragraph (e) (2) shall be applicable
whether or not the shares of Class A Stock sought to be redeemed are
held by the employee, his Permitted Transferee or any other holder of
such shares.
<PAGE> 16
(3) Notice of such proposed redemption of Class
A Stock shall be given by the corporation by mailing a copy of such
notice at least fifteen (15) and not more than sixty (60) days prior to
the date fixed for such redemption to each holder of record of the
shares of Class A Stock to be redeemed, at his address appearing on the
books of the corporation; provided, however, that such notice of
redemption shall not be dated prior to the expiration of the period of
thirty (30) days referred to in Paragraph (e) (1) of this Section FOURTH
(D). If on or before the redemption date specified in such notice all
funds necessary for such redemption shall have been set aside by the
corporation, separate and apart from its other funds, in trust for the
pro rata benefit of the holders of the shares so called for redemption
so as to be and continue for a period of ten (10) years to be available
therefor, then from and after the date of redemption so designated,
notwithstanding that any certificate for shares of Class A Stock so
called for redemption shall not have been surrendered for cancellation,
the shares represented thereby shall no longer be deemed outstanding,
and all rights with respect to such shares of Class A Stock so called
for redemption shall forthwith, on such redemption dated, cease and
terminate except only the right of the holders thereof to receive the
redemption price of such shares to be redeemed but without interest
thereon.
(4) The corporation may, however, prior to the
redemption date specified in the notice of redemption, deposit in trust
for the account of the holders of shares of Class A Stock to be
redeemed, with a bank or trust company in good standing, organized under
the laws of the United States of America or of the State of New York
doing business in the City of New York, State of New York and having a
capital, surplus and undivided profits aggregating at least $5,000,000,
designated in such notice of redemption, all funds necessary for such
redemption, together with irrevocable written instructions authorizing
such bank or trust company, on behalf and at the expense of the
corporation, to cause the notice of redemption to be mailed as herein
provided at least fifteen (15) and not more than sixty (60) days prior
to the redemption date and to include in said notice of redemption a
statement that all funds necessary for such redemption have been so
deposited in trust, for a period of ten (10) years and are immediately
available, and thereupon, notwithstanding that any certificate for
<PAGE> 17
shares of Class A Stock so called for redemption shall not have been
surrendered for cancellation, all shares of Class A Stock with respect
to which such deposit shall have been made shall no longer be deemed to
be outstanding and all rights with respect to such shares of Class A
Stock shall forthwith, upon such deposit in trust, cease and terminate,
except only the right of the holders thereof to received from such bank
or trust company, at any time after the time of such deposit, the
redemption price of such shares so to be redeemed, but without interest
thereon. Notwithstanding the foregoing to the contrary, no deposit
pursuant to this Paragraph (e)(4) shall be made prior to the expiration
of the period of thirty (30) days referred to in Paragraph (e)(1) of
this Section FOURTH (D). In the event the holder of any such shares of
Class A Stock shall not, within ten (10) years after the redemption
date, claim the amount deposited for the redemption thereof, the
depositary shall, upon the request of the corporation expressed in a
resolution by its Board of Directors, pay over to the corporation such
unclaimed amount, and such depository shall thereupon be relieved of all
responsibility to such holders. Any monies deposited by the corporation
which shall not be required for redemption for any reason and any
interest accrued on any monies so deposited, shall be repaid to the
corporation upon similar request.
(5) For purposes of this Certificate of
Incorporation, the "Formula Price" per share of Class A Stock shall be
an amount equal to (i) the net tangible book value per share of Common
Stock as reflected in the balance sheet of the corporation as of the
last day of the fiscal year immediately preceding the date or event
requiring a determination of the Formula Price plus an amount equal to
1% of such net tangible book value per share of Common Stock for each
full month intervening between the last day of such fiscal year and the
date or event requiring a determination of the Formula Price divided by
(ii) the then prevailing conversion rate as determined by Paragraph
(d)(5). The balance sheet on which the net tangible book value per
share of Common Stock will be based shall be prepared in accordance with
generally accepted accounting principles, provided that any "good will"
items, patents, trademarks and intangible assets, including any
contracts with third parties, shall be deemed to be of no value unless
such assets shall have been acquired and paid for in cash or other
tangible assets and in such event, if any, the value thereof shall be
taken at the amount paid or the value of the tangible assets exchanged
therefor less any amortization thereof. In each case in which the
Formula Price must be determined, the balance sheet employed to
determine the Formula Price shall be the audited balance sheet as of the
<PAGE> 18
last day of such fiscal year as reported upon by the regular independent
certified public accountants for the corporation. The Formula Price
determined pursuant to this paragraph (e)(5) shall be conclusive and
binding, for all purposes, on the corporation and on the holders of the
Class A Stock.
(6) For purposes of this Certificate of
Incorporation, the term "Permitted Transferee" shall mean the spouse,
children, heirs, executors, administrators or legal representatives of
the employee or any trust for the benefit of the spouse and/or children
of the employee.
(E) Common Stock.
(a) Each holder of Common Stock shall be
entitled to one vote for each share of Common Stock held. Each share of
Common Stock issued and outstanding shall be identical in all respects
one with the other, and no dividends shall be paid on any share of
Common Stock unless the same dividend is paid on all shares of Common
Stock outstanding at the time of such payment. Except for and subject
to those rights expressly granted to, and limitations imposed on, the
holders of Preferred Stock and Class A Stock, or except as may be
provided by the laws of the State of Delaware,
(i) in the event of any distribution of assets
upon liquidation, dissolution or winding-up of the corporation or
otherwise, the holders of shares of Common Stock shall have the right to
receive ratably and equally all the assets and funds of the corporation
remaining after the payment to the holders of shares of Preferred Stock
and Class A Stock of the corporation of the specific amounts which they
are entitled to receive upon such liquidation, dissolution or winding-up
of the corporation as provided above, and
(ii) the holders of shares of Common Stock shall
have exclusively all other rights of shareholders including, but not by
way of limitation, the right to receive dividends, when and as declared
by the Board of Directors out of assets legally available therefor.
FIFTH: The corporation is to have perpetual existence.
SIXTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or
between this corporation and its stockholders or any class of them, any
<PAGE> 19
court of equitable jurisdiction within the State of Delaware may, on the
application in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this corporation under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this
corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation,
as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or the stockholders or class of
stockholders of this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this corporation
as consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the
court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class
of stockholders, of this corporation, as the case may be, and also on
this corporation.
SEVENTH: For the management of the business and for the conduct
of the affairs of the corporation, and in further definition, limitation
and regulation of the powers of the corporation and of its directors and
of its stockholders or any class thereof, as the case may be, it is
further provided:
1. The management of the business and the conduct of the
affairs of the corporation shall be vested in its Board of Directors.
The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the By-Laws.
The phrase "Whole Board" and the phrase "total number of directors"
shall be deemed to have the same meaning, to wit, the total number of
directors which the corporation would have if there were no vacancies.
No election of directors need by written ballot.
2. The original By-Laws of the corporation shall be adopted by
the incorporator. Thereafter, the power to make, alter, or repeal, the
By-Laws, and to adopt any new By-Law, except a By-Law classifying
directors for election for staggered terms, shall be vested in the Board
of Directors.
3. Whenever the corporation shall be authorized to issue only
one class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorized to issue
<PAGE> 20
more than one class of stock, no outstanding share of any class of stock
which is denied voting power under the provisions of the certificate of
incorporation shall entitle the holder thereof to the right to vote at
any meeting of stockholders except as the provisions of Paragraph (c)(2)
of Section 242 of the General Corporation Law shall otherwise require;
provided, that no share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote upon the increase
or decrease in the number of authorized shares of said class.
EIGHTH: The corporation shall, to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any
and all of the expenses, liabilities or other matters referred to in or
covered by said section, and the indemnification provided for herein,
shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
NINTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered or repealed, and
other provisions authorized by the laws of the State of Delaware at the
time in force may be added or inserted in the manner and at the time
prescribed by said laws, and all rights at any time conferred upon the
stockholders of the corporation by this certificate of incorporation are
granted subject to the provisions of this Article NINTH.
4. That the restatement of the Certificate of Incorporation has
been duly adopted in accordance with the provisions of Section 245 of
the General Corporation Law of the State of Delaware and that the
Restated Certificate only restates and integrates and does not further
amend the provisions of the corporation's Certificate of Incorporation
as theretofore amended or supplemented, and that there is no discrepancy
between those provisions and the provisions of the Restated Certificate
of Incorporation.
<PAGE> 21
IN WITNESS WHEREOF, the corporation has caused this certificate
to be signed and attested by its officers thereunto duly authorized and
its corporate seal to be affixed this 23rd day of October, 1991.
/s/Anthony W. Wang
-----------------------
Anthony W. Wang, Vice President
ATTEST:
/s/Arnold S. Mazur
- ----------------------
Arnold S. Mazur, Secretary
<PAGE> 22
STATE OF NEW YORK )
) ss.:
County of Nassau )
BE IT REMEMBERED that on this 23rd day of October, 1981,
personally came before me, a notary public in and for the State and
County aforesaid, Anthony W. Wang, the Executive Vice President of
Computer Associates International, Inc., the corporation described in
the foregoing instrument and known to me personally to be such and
acknowledged the said instrument to be his own act and deed and the act
and deed of said corporation; that his signature is in his own
handwriting; that the seal affixed to said instrument is the corporate
seal of said corporation, and that the facts stated in said instrument
are true.
/s/Laura L. Merry
-------------------
Notary Public
Exhibit 3.(i)(b)
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
COMPUTER ASSOCIATES INTERNATIONAL, INC.
_______________________________________
Computer Associates International, Inc., a Delaware
corporation, in order to amend its Certificate of Incorporation hereby
certifies, pursuant to Section 242 of the General Corporation Law of the
State of Delaware, as follows:
FIRST: The Board of Directors of said corporation has
duly adopted the following resolution proposing amendments to the
Certificate of Incorporation and declaring its advisability:
"That the Certificate of Incorporation be amended (i) to
increase the number of shares of Common Stock, par value Ten Cents
($.10) per share, authorized for issuance from five million
(5,000,000) to twenty-five million (25,000,000) and (ii) to
eliminate the previously authorized class of fifteen thousand
(15,000) shares of Class A Stock, par value One Dollar ($1.00) per
share, none of which shares of Class A Stock is outstanding.
The text of the proposed amendments to the Certificate
of Incorporation shall be as follows:
1. That the Article FOURTH of the Certificate of
Incorporation be amended by deleting such Article FOURTH in its
entirety and substituting therefor the following:
"FOURTH: (A) Number. The total number of shares of
capital stock which the corporation shall have authority to issue
is twenty-five million ten thousand (25,010,000) of which (i) ten
thousand (10,000) shall be Preferred Stock of the par value of One
Dollar ($1.00) per share, and (ii) twenty-five million (25,000,000)
shall be Common Stock of the par value of ten cents ($.10) per
share.
<PAGE> 2
(B) General. Shares of stock of any class of
the corporation may be issued from time to time for such
consideration as may be fixed from time to time by the Board of
Directors, but not less than the par value of shares of stock
having a par value; and any and all such shares so issued, the full
consideration for which shall have been paid or delivered, shall be
deemed fully paid and non-assessable stock and not liable to any
further call or assessment thereon.
(C) Preferred Stock.
(a) The Preferred Stock shall have no voting
powers and shall be issued from time to time in one or more series
with such distinctive serial designations and (i) may be entitled
to receive dividends (which may be cumulative or non-cumulative),
at such rate or rates, or upon such conditions, and at such times,
and payable in preference to, or in such relation to, the dividends
payable on any other class or classes of stock; (ii) may have such
rights upon the dissolution of, or upon any distribution of the
assets of, the corporation; (iii) may be made convertible into, or
exchangeable for, shares of any other class or classes of stock of
the corporation, at such price or prices or at such rates of
exchange, and with such adjustments; and (iv) shall have such other
relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, all as shall
hereafter be stated and expressed in the resolution or resolutions
providing for the issue of such Preferred Stock from time to time
<PAGE> 3
adopted by the Board of Directors pursuant to authority so to do
which is hereby granted to and vested in the Board.
(b) Each outstanding share of Preferred Stock
shall, at the request of the holder thereof, be redeemed by the
corporation at any time after May 31, 1985. The redemption price
shall be an amount equal to the liquidation preference value of the
share of Preferred Stock sought to be redeemed, plus declared but
unpaid dividends on the date fixed for redemption and such
redemption price shall be paid out of funds legally available
therefor. The corporation shall also have the right, at its option
and at any time or from time to time, to redeem, in whole or in
part, the outstanding shares of Preferred Stock at the same
redemption price. In each case, the request of the holder or the
corporation for redemption shall be delivered in writing and such
request shall designate the date of redemption in accordance with
Paragraph (c) of Section FOURTH (C) below. In the event of a
redemption at the request of the corporation where less than all
outstanding shares of Preferred Stock are to be redeemed, the
shares to be redeemed shall be chosen by lot or pro rata or by such
other equitable method and in such manner as the Board of Directors
of the corporation may determine.
(c) Notice of any proposed redemption of
Preferred Stock shall be given by the corporation or the holder
thereof by mailing a copy of such notice at least fifteen (15) and
not more than sixty (60) days prior to the date fixed for such
redemption to each holder of record of the shares of Preferred
<PAGE> 4
Stock to be redeemed, at his address appearing on the books of the
corporation. If on or before the redemption date specified in such
notice all funds necessary for such redemption shall have been set
aside by the corporation, separate and apart from its other funds,
in trust for the pro rata benefit of the holders of the shares so
called for redemption so as to be and continue for a period of ten
(10) years to be available therefor, then from and after the date
of redemption so designated, notwithstanding that any certificate
for shares of Preferred Stock so called for redemption shall
not have been surrendered for cancellation, the shares represented
thereby shall no longer be deemed outstanding, and all rights with
respect to such shares of Preferred Stock so called for redemption
shall forthwith, on such redemption date, cease and terminate
except only the right of the holders thereof to receive the
redemption price of such shares so to be redeemed, but without
interest thereon.
(d) The corporation may, however, prior to the
redemption date specified in the notice of redemption, deposit in
trust for the account of the holders of the shares of Preferred
Stock to be redeemed, with a bank or trust company in good
standing, organized under the laws of the United States of America
or of the State of New York doing business in the City of New York,
State of New York and having a capital, surplus and undivided
profits aggregating at least $5,000,000, designated in such notice
of redemption, all funds necessary for such redemption, together
with irrevocable written instructions authorizing such bank or
<PAGE> 5
trust company, on behalf and at the expense of the corporation, to
cause the notice of redemption to be mailed as herein provided at
least fifteen (15) and not more than sixty (60) days prior to the
redemption date and to include in said notice of redemption a
statement that all funds necessary for such redemption have been so
deposited in trust, for a period of ten (10) years and are
immediately available, and thereupon, notwithstanding that any
certificate for shares of Preferred Stock so called for redemption
shall not have been surrendered for cancellation, all shares of
Preferred Stock with respect to which such deposit shall have been
made shall no longer be deemed to be outstanding and all rights
with respect to such shares of Preferred Stock shall forthwith,
upon such deposit in trust, cease and terminate, except only the
right of the holders thereof to receive from such bank or trust
company, at any time after the time of such deposit, the redemption
price of such shares so to be redeemed, but without interest
thereon. In the event the holder of any such shares of Preferred
Stock shall not, within ten (10) years after the redemption date,
claim the amount deposited for the redemption thereof, the
depositary shall, upon the request of the corporation expressed in
a resolution by its Board of Directors, pay over to the corporation
such unclaimed amount, and such depositary shall thereupon be
relieved of all responsibility to such holders. Any monies
deposited by the corporation which shall not be required for
redemption for any reason and any interest accrued on any monies so
deposited, shall be repaid to the corporation upon similar request.
(D) Common Stock.
(a) Each holder of Common Stock shall be
entitled to one vote for each share of Common Stock held. Each
share of Common Stock issued and outstanding shall be identical in
all respects one with the other, and no dividends shall be paid on
any share of Common Stock unless the same dividend is paid on all
shares of Common Stock outstanding at the time of such payment.
Except for and subject to those rights expressly granted to, and
limitations imposed on, the holders of Preferred Stock, or except
as may be provided by the laws of the State of Delaware,
(i) in the event of any distribution of assets
upon liquidation, dissolution or winding-up of the corporation
or otherwise, the holders of shares of Common Stock shall have
the right to receive ratably and equally all the assets and
funds of the corporation remaining after the payment to the
holders of shares of Preferred Stock of the corporation of the
specific amounts which they are entitled to receive upon such
liquidation, dissolution or winding-up of the corporation as
provided above, and
(ii) the holders of shares of Common Stock
shall have exclusively all other rights of shareholders
including, but not by way of limitation, the right to receive
dividends, when and as declared by the Board of Directors out
of assets legally available therefor.
<PAGE> 6
SECOND: In lieu of a meeting and vote of the shareholders,
holders of outstanding shares of all classes of capital stock of the
Corporation, including the holders of outstanding shares of Preferred
Stock and Common Stock, have given written consents to said amendment in
accordance with the provisions of Section 228 of the General Corporation
Law of the State of Delaware which written consents have been filed with
the Corporation and written notice thereof has been delivered pursuant
to Section 228 of the General Corporation Law of the State of Delaware.
THIRD: Said amendment has been duly adopted in accordance
with Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: The capital stock of the Corporation shall not be
reduced under or by reason of said amendment.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed and attested by its officers thereunto duly
authorized and its corporate seal to be affixed this 10th day of May,
1983.
/s/ Anthony W. Wang
----------------------------
Anthony W. Wang
Executive Vice President
Attest:
/s/ Arnold S. Mazur
------------------------------
Arnold S. Mazur, Secretary
<PAGE> 7
STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
BE IT REMEMBERED that on this 10th day of May, 1983, personally
came before me, a notary public in and for the State and County
aforesaid, Anthony W. Wang, the Executive Vice President of Computer
Associates International, Inc., the corporation described in the
foregoing instrument and known to me personally to be such and
acknowledged the said instrument to be his own act and deed and the act
and deed of said corporation; that his signature is in his own
handwriting; that the seal affixed to said instrument is the corporate
seal of said corporation, and that the facts stated in said instrument
are true.
/s/Judith A. Cedeno
-------------------
Notary Public
Exhibit 3.(i)(c)
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
COMPUTER ASSOCIATES INTERNATIONAL, INC.
_______________________________________
Computer Associates International, Inc., a Delaware corporation,
in order to amend its Certificate of Incorporation hereby certifies,
pursuant to Section 242 of the General Corporation Law of the State of
Delaware, as follows:
FIRST: The holders of a majority of the outstanding shares of the
Corporation's Common Stock, at a meeting duly called and held, adopted
the following resolution amending the Corporation's Certificate of
Incorporation:
"That Article FOURTH of the Certificate of Incorporation be
amended by deleting such Article FOURTH in its entirety and
substituting therefor the following:
FOURTH: The authorized capital of the Corporation shall
consist of 100,000,000 shares of Common Stock, par value $.10 per
share. Shares of Common Stock of the corporation may be issued
from time to time for such consideration as may be fixed from
time to time by the Board of Directors, but not less than the par
value thereof; and any and all such shares so issued, the full
consideration for which shall have been paid or delivered, shall
be deemed fully paid and non-assessable stock and not liable to
any further call or assessment thereon.
SECOND: Said amendment has been duly adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
<PAGE> 2
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed and attested by its officers thereunto duly
authorized and its corporate seal to be affixed this 16th day of
September, 1985.
/s/ Anthony W. Wang
------------------------------
Anthony W. Wang, President
Attest:
/s/ Belden A. Frease
- -------------------------------
Belden A. Frease, Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
BE IT REMEMBERED that on this 16th day of September, 1985,
personally came before me, a notary public in and for the State and
County aforesaid, Anthony W. Wang, the President of Computer Associates
International, Inc., the corporation described in the foregoing
instrument and known to me personally to be such and acknowledged the
said instrument to be his own act and deed and the act and deed of said
corporation; that his signature is in his own handwriting; that the seal
affixed to said instrument is the corporate seal of said corporation,
and that the facts stated in said instrument are true.
/s/ Carolyn Donofrio
---------------------
Notary Public
Exhibit 3.(i)(d)
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
COMPUTER ASSOCIATES INTERNATIONAL, INC.
_______________________________________
Computer Associates International, Inc., a Delaware
corporation, in order to amend its Certificate of Incorporation hereby
certifies, pursuant to Section 242 of the General Corporation Law of the
State of Delaware, as follows:
FIRST: The holder of a majority of the outstanding shares
of the Corporation's Common Stock, at a meeting duly called and held,
adopted the following resolution amending the Corporation's Certificate
of Incorporation:
"That Article FOURTH of the Certificate of Incorporation be
amended by deleting such Article FOURTH in its entirety and
substituting therefor the following:
FOURTH: 4.1 The total number of shares of all classes of
capital stock which the corporation shall have authority to issue
is two hundred sixty million (260,000,000) of which ten million
(10,000,000) shares shall be Preferred Stock, Class A without par
value, issuable in one or more series, and two hundred fifty
million (250,000,000) shares will be Common Stock, par value $.10
per share.
4.2 The Board of Directors is hereby expressly authorized,
at any time or from time to time, to divide any or all of the
shares of Preferred Stock, Class A, into one or more series, and in
the resolution or resolutions establishing a particular series,
before issuance of any of the shares thereof, to fix and determine
the number of shares and the designation of such series so as to
distinguish it from the shares of all other series and classes, and
to fix and determine the preferences, voting rights,
qualifications, privileges, limitations, options, conversion
rights, restrictions and other special or relative rights of
the Preferred Stock, Class A, or of such series to the fullest
extent now or hereafter permitted by the laws of the State of
Delaware, including, but not limited to, the variations between
different series in the following respects:
(a) the distinctive designation of such series and the number
of shares which shall constitute such series, which number
may be increased or reduced (but not below the number of
shares thereof then outstanding) from time to time by the
Board of Directors;
<PAGE> 2
(b) the annual dividend rate for such series, and the date or
dates from which dividends shall commence to accrue;
(c) the price or prices at which, and the terms and conditions
on which the shares of such series may be made redeemable;
(d) the purchase of sinking fund provision, if any, for the
purchase or redemption of shares of such series;
(e) the preferential amount or amounts payable upon shares of
such series in the event of the liquidation, dissolution
or winding up of the corporation;
(f) the voting rights, if any, of shares of such series;
(g) the terms and conditions, if any, upon which shares of
such series may be converted and the class or classes or
series of shares of the corporation, or other securities,
into which such shares may be converted;
(h) the relative terms, qualifications, privileges,
limitations, options, restrictions, and special or
relative rights and preferences, if any, of shares of such
series as the Board of Directors may, at the time of such
resolution or resolutions, lawfully fix and determine
under the laws of the State of Delaware.
Unless otherwise provided in a resolution or resolutions
establishing any particular series, the aggregate number of
authorized shares of Preferred Stock, Class A, may be increased by
an amendment of the Certificate of Incorporation approved solely by
a majority vote of the outstanding shares of Common Stock (or
solely with a lesser vote of the Common Stock, or solely by action
of the Board of Directors, if permitted by law at the time).
All shares of any one series shall be alike in every
particular, except with respect to the accrual of dividends
prior to the date of issuance.
4.3 Except for and subject to those rights expressly
granted to the holders of Preferred Stock or any series thereof by
resolution or resolutions adopted by the Board of Directors
pursuant to Section 4.2 of this Article Fourth and except as may be
provided by the laws of the State of Delaware, the holders of
Common Stock shall have exclusively all other rights of
shareholders.
4.4 Shares of Common Stock of the corporation may be
issued from time to time for such consideration as may be fixed
from time to time by the Board of Directors, but not less than the
par value thereof; and any and all shares so issued, the full
<PAGE> 3
consideration for which shall have been paid and delivered, shall
be deemed fully paid and non-assessable stock and not liable to any
further call or assessment thereon."
SECOND: The holders of a majority of the outstanding shares
of the Corporation's Common Stock, at a meeting duly called and
held, adopted the following resolution amending the Corporation's
Certificate of Incorporation:
"That the Certificate of Incorporation be amended by adding
a new Article TENTH as follows:
TENTH: No director shall be personally liable to the
corporation or its shareholders for monetary damages for any breach
of fiduciary duty by such director as a director, except (i) for
breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an
improper personal benefit. If the General Corporation Law of
Delaware is amended after approval by the shareholders of this
article to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of
a director of the corporation shall be eliminated or limited to the
full extent permitted by the General Corporation Law of Delaware,
as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any
right or protection of a director of the corporation existing at
the time of such repeal or modification."
<PAGE> 4
THIRD: said amendments have been duly adopted in accordance
with Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed and attested by its officers thereunto
duly authorized and its corporate seal to be affixed this 12th day
of August, 1987.
/s/ Anthony W. Wang
------------------------------
Anthony W. Wang, President
Attest:
/s/ Belden A. Frease
- -------------------------------
Belden A. Frease, Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
BE IT REMEMBERED that on this 12th day of August, 1987, personally
came before me, a notary public in and for the State and County
aforesaid, Anthony W. Wang, the President of Computer Associates
International, Inc., the corporation described in the foregoing
instrument and known to me personally to be such and acknowledged the
said instrument to be his own act and deed and the act and deed of said
corporation; that his signature is in his own handwriting; that the seal
affixed to said instrument is the corporate seal of said corporation,
and that the facts stated in said instrument are true.
/s/ Elizabeth M. Santiago
-------------------------
Notary Public
Exhibit 3.(i)(e)
CERTIFICATE OF AMENDMENT OF THE RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED, OF
COMPUTER ASSOCIATES INTERNATIONAL, INC.
______________________________________________
Computer Associates International, Inc., a Delaware
corporation, in order to amend its Restated Certificate of
Incorporation, as amended, hereby certifies, pursuant to Section 242 of
the General Corporation Law of the State of Delaware, as follows:
FIRST: The holder of a majority of the outstanding
shares of the Corporation's Common Stock, at a meeting duly called and
held, adopted the following resolution amending the Corporation's
Certificate of Incorporation, as amended:
"That Article FOURTH of the Restated Certificate of
Incorporation be amended by deleting paragraph 4.1 of
Article FOURTH in its entirety and substituting therefor
the following:
FOURTH: 4.1 The total number of shares of all classes of
capital stock which the corporation shall have authority to
issue is five hundred ten million (510,000,000) of which
ten million (10,000,000) shares shall be Preferred Stock,
Class A without par value, issuable in one or more series,
and five hundred million (500,000,000) shares will be
Common Stock, par value $.10 per share."
SECOND: Said amendment has been duly adopted in
accordance with Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, the said Corporation has caused
this Certificate to be signed and attested by its officers thereunto
duly authorized and its corporate seal to be affixed this 9th day of
August, 1989.
/s/ Anthony W. Wang
------------------------------
Anthony W. Wang, President
Attest:
/s/ Michael A. McElroy
- -----------------------------
Michael A. McElroy, Secretary
<PAGE> 2
STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
BE IT REMEMBERED that on this 9th day of August, 1989, personally
came before me, a notary public in and for the State and County
aforesaid, Anthony W. Wang, the President of Computer Associates
International, Inc., the corporation described in the foregoing
instrument and known to me personally to be such and acknowledged the
said instrument to be his own act and deed and the act and deed of said
corporation; that his signature is in his own handwriting; that the seal
affixed to said instrument is the corporate seal of said corporation,
and that the facts stated in said instrument are true.
/s/ Andrew Lupu
-----------------
Notary Public
Exhibit 3.(i)(f)
CERTIFICATE OF AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION OF
COMPUTER ASSOCIATES INTERNATIONAL, INC.
________________________________________
Computer Associates International, Inc., a Delaware
corporation, in order to amend its Certificate of Incorporation, as
amended, hereby certifies, pursuant to Section 242 of the General
Corporation Law of the State of Delaware, as follows:
FIRST: The holders of a majority of the outstanding shares of
the Corporation's Common Stock, at a meeting duly called and held,
adopted the following resolution amending the Corporation's Certificate
of Incorporation, as amended:
"That Article FOURTH of the Restated Certificate of
Incorporation, as amended, be further amended by deleting
paragraph 4.1 of Article FOURTH in its entirety and
substituting therefor the following:
FOURTH: 4.1 The total number of shares of all classes of
capital stock which the corporation shall have authority to
issue is one billion one hundred ten million (1,110,000,000)
shares of which ten million (10,000,000) shares shall be
Preferred Stock, Class A without par value, issuable in one or
more series, and one billion one hundred million
(1,100,000,000) shares will be Common Stock, par value $.10 per
share."
SECOND: That the balance of said Article FOURTH of the Restated
Certificate of Incorporation, as amended, shall remain unchanged.
THIRD: Said amendment has been duly adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its President this 21st day of August,
1996.
/s/ Sanjay Kumar
---------------------------
Sanjay Kumar, President
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