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 27, 2005
SS&C TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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000-28430
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06-1169696 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 80 Lamberton Road, Windsor, CT
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06095 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (860) 298-4500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On October 27, 2005, SS&C Technologies, Inc. (the “Company”) borrowed $8,000,000 pursuant to
its credit agreement, dated as of April 13, 2005, as amended (the “Credit Agreement”), with Fleet
National Bank, a Bank of America Company. The proceeds of the $8,000,000 loan, which is a Base
Rate Loan (as defined in the Credit Agreement) bearing interest at 6.75% per annum, were used as
partial consideration for the Company’s purchase of the outstanding capital stock of Open
Information Systems, Inc. on October 31, 2005.
The information contained below under Item 8.01 is incorporated herein by reference.
Item 8.01. Other Events
On October 31, 2005, the Company purchased all of the issued and outstanding shares of capital
stock of Open Information Systems, Inc. (“OIS”) pursuant to the terms of a Stock Purchase Agreement
(the “Purchase Agreement”), dated as of October 31, 2005, by and among the Company, OIS and Thomas
McMackin and Thomas Groshans (collectively, the “Stockholders”). The aggregate consideration paid
by the Company at closing was $24,000,000 in cash, of which $2,400,000 is being held in escrow to
secure indemnification obligations of the Stockholders pursuant to the Purchase Agreement. The
Stockholders are entitled to additional “earn-out” consideration (payable in March 2007 and March
2008) if OIS achieves specified revenue targets for fiscal 2006 and fiscal 2007. Of the
$24,000,000 purchase price paid at closing, $16,000,000 was paid from the Company’s working capital
and $8,000,000 was borrowed by the Company under the Credit Agreement.
The terms of the Purchase Agreement were determined on the basis of arm’s-length negotiations.
Other than with respect to the transactions contemplated by the Purchase Agreement, the Company
does not consider its relationship with OIS or the Stockholders to be material, and, to the
Company’s knowledge, no affiliates of the Company, or any director or officer of the Company, or
any associate of such director or officer, has a material relationship with OIS or the
Stockholders.
Located in Sandy Hook, Connecticut, OIS provides web-based solutions that support critical
applications for global financial institutions. OIS’s Money Market Manager (M3) is used by banks
and broker/dealers for money market issuance services, providing issuing and paying agent
functionality. OIS’s Information Manager is a comprehensive tool for financial institutions,
allowing banks to web-enable core business applications for Internet transaction entry, scheduling,
reporting, work flow management and third-party interfaces.
The Purchase Agreement provides for customary representations, warranties and covenants by the
Company, OIS and the Stockholders. In connection with the transaction, the Company also entered
into an employment agreement with Thomas McMackin, who joined the Company as Senior Vice President
and General Manager, OIS.