UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 4, 1996
CHEYENNE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-9189 13-3175893
(State or Other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3 Expressway Plaza, Roslyn Heights, NY 11577
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 465-4000
Page 1 of 3<PAGE>
ITEM 5. OTHER EVENTS.
Cheyenne Software, Inc. restated its certificate of
incorporation, which restatement merely restates and
integrates but does not further amend its certificate of
incorporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
3(i) Restated Certificate of Incorporation, filed with
the Delaware Secretary of State on October 4, 1996.
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SIGNATURE
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 hereunto
duly authorized.
CHEYENNE SOFTWARE, INC.
Date October 4, 1996 /s/ Elliot Levine
Name: Elliot Levine
Title: Executive Vice
President, Senior
Financial Officer
and Treasurer
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EXHIBIT LIST
3(i) Restated Certificate of Incorporation, filed with the
Delaware Secretary of State on October 4, 1996.
Exhibit 3(i)
RESTATED CERTIFICATE OF INCORPORATION
OF
CHEYENNE SOFTWARE, INC.
1. The name of the corporation is
CHEYENNE SOFTWARE, INC.
2. The address of its registered office in the
State of Delaware is No. 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered
agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be
conducted or promoted is:
To engage in the development, manufacture and
marketing of computer software applications.
To act as advisors, consultants, and managers in
connection with computer software.
To establish, maintain and furnish services re-
lated to the collection, processing and maintenance
of data, records, information, and communications of<PAGE>
all kinds and the development, installation and op-
eration of procedures and equipment suitable or use-
ful in connection therewith.
To engage in any lawful act or activity for
which corporations may be organized under the General
Corporation Law of Delaware.
4. The total number of shares of common stock which
the Corporation shall have authority to issue is seventy-five
million (75,000,000) and the par value of each such share of
common stock is One Cent ($0.01), amounting in the aggregate to
Seven Hundred and Fifty Thousand Dollars ($750,000.00). The
total number of shares of preferred stock which the Corporation
shall have authority to issue is five million (5,000,000) and
the par value of each such share of preferred stock is One Cent
($0.01), amounting in the aggregate to Fifty Thousand Dollars
($50,000.00). The preferred stock of the Corporation may be
issued in series, and shall have such relative rights, prefer-
ences and limitations, dividend or interest rates, conversion
prices, voting rights, redemption prices and similar rights as
the Board of Directors of the Corporation shall determine upon
the issuance of such preferred stock.
5. The corporation is to have perpetual existence.
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6. In furtherance and not in limitation of the pow-
ers conferred by statute, the Board of Directors is expressly
authorized to make, alter or repeal the by-laws of the Corpora-
tion.
7. Elections of directors need not be by written
ballot unless the by-laws of the Corporation shall so provide.
Meetings of stockholders may be held within or with-
out the State of Delaware, as the by-laws may provide. The
books of the Corporation may be kept (subject to any provision
contained in the statutes) outside the State of Delaware at
such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation.
8. The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Cer-
tificate of Incorporation, in the manner now or hereafter pre-
scribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
9. No director of the Corporation shall be person-
ally liable to the Corporation or its stockholders for any mon-
etary damages resulting from a breach of his fiduciary duty as
a director provided that no director shall be relieved from any
personal liability for (i) any breach of his duty of loyalty to
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the Corporation or its stockholders; (ii) acts or omissions not
taken in good faith or which involve intentional misconduct or
a knowing violation of law; (iii) any violation under Section
174 of the Delaware General Corporation Law; or (iv) any trans-
action from which he derived an improper personal benefit.
This Article shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the time
this Article became effective.
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