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- S-4 Registration of securities issued in business combination transactions
- 3.3 Certificate of Incorporation of Asc Software Inc.
- 3.4 Bylaws of Asc Software Inc.
- 3.5 Certificate of Formation of Assent Software LLC
- 3.6 Limited Liability Company Agreement of Assent Software LLC
- 3.7 Certificate of Formation of Automated Securities Clearance LLC
- 3.8 Limited Liability Company Agreement of Automated Securities Clearance LLC
- 3.9 Certificate of Formation of Bancware LLC
- 3.10 Limited Liability Company Agreement of Bancware LLC
- 3.11 Certificate of Incorporation of Data Technology Services Inc.
- 3.12 By-laws of Data Technology Services Inc.
- 3.13 Certificate of Incorporation of Derivatech Risk Solutions Inc.
- 3.14 By-laws of Derivatech Risk Solutions Inc.
- 3.15 Articles of Organization of Exeter Educational Management Systems, Inc.
- 3.16 By-laws of Exeter Educational Management Systems, Inc.
- 3.17 Certificate of Formation of FDP LLC
- 3.18 Limited Liability Company Agreement of FDP LLC
- 3.19 Certificate of Incorporation of Financial Data Planning Corp.
- 3.20 By-laws of Financial Data Planning Corp.
- 3.21 Certificate of Formation of the Getpaid LLC
- 3.22 Limited Liability Company Agreement of the Getpaid LLC
- 3.23 Certificate of Incorporation of Hte - Ucs, Inc.
- 3.24 By-laws of Hte - Ucs, Inc.
- 3.25 Certificate of Formation of Inflow LLC
- 3.26 Limited Liability Company Agreement of Inflow LLC
- 3.27 Certificate of Incorporation of MBM Inc.
- 3.28 By-laws of MBM Inc.
- 3.29 Certificate of Formation of Microhedge LLC
- 3.30 By-laws of Microhedge LLC
- 3.31 Certificate of Incorporation of Online Securities Processing Inc.
- 3.32 By-laws of Online Securities Processing Inc.
- 3.33 Certificate of Incorporation of Portfolio Ventures Inc.
- 3.34 By-laws of Plaid Brothers Software, Inc.
- 3.35 Certificate of Incorporation of Portfolio Ventures Inc.
- 3.36 By-laws of Portfolio Ventures Inc.
- 3.37 Certificate of Incorporation of Prescient Markets Inc.
- 3.38 By-laws of Prescient Markets Inc.
- 3.39 Certificate of Incorporation of Sis Europe Holdings Inc.
- 3.40 By-laws of Sis Europe Holdings Inc.
- 3.41 Certificate of Incorporation of SRS Development Inc.
- 3.42 By-laws of SRS Development Inc.
- 3.43 Certificate of Incorporation of Sungard Advisor Technologies Inc.
- 3.44 By-laws of Sungard Advisor Technologies Inc.
- 3.45 Certificate of Incorporation of Sungard Asia Pacific Inc.
- 3.46 By-laws of Sungard Asia Pacific Inc.
- 3.47 Certificate of Formation of Sungard Asset Management Systems LLC
- 3.48 Limited Liability Company Agreement of Asset Management Systems LLC
- 3.49 Certificate of Limited Partnership of Sungard Availability Services LP
- 3.50 Limited Partnership Agreement of Sungard Availability Services LP
- 3.51 Certificate of Incorporation of Sungard Availability Services LTD.
- 3.52 By-laws of Sungard Availability Services LTD.
- 3.53 Certificate of Formation of Sungard Bi-tech LLC
- 3.54 Limited Liability Company Agreement of Sungard Bi-tech LLC
- 3.55 Certificate of Incorporation of Sungard BSR Inc.
- 3.56 By-laws of Sungard BSR Inc.
- 3.57 Certificate of Formation of Sungard Business Systems LLC
- 3.58 By-laws of Sungard Business Systems LLC
- 3.59 Certificate of Incorporation of Sungard Canada Holdings Inc.
- 3.60 By-laws of Sungard Canada Holdings Inc.
- 3.61 Certificate of Incorporation of Sungard Collegis Inc.
- 3.62 By-laws of Sungard Collegis Inc.
- 3.63 Certificate of Formation of Sungard Computer Services LLC
- 3.64 Limited Liability Company Agreement of Sungard Computer Services LLC
- 3.65 Certificate of Incorporation of Sungard Consulting Services Inc.
- 3.66 By-laws of Sungard Consulting Services Inc.
- 3.67 Certificate of Formation - Conversion of Sungard Corbel LLC
- 3.68 Limited Liability Company Agreement of Sungard Corbel LLC
- 3.69 Certificate of Formation of Sungard Csa LLC
- 3.70 Limited Liability Company Agreement of Sungard Csa LLC
- 3.71 Certificate of Incorporation of Sungard Development Corporation
- 3.72 By-laws of Sungard Development Corporation
- 3.73 Certificate of Incorporation of Sungard Dis Inc.
- 3.74 By-laws of Sungard Dis Inc.
- 3.75 Certificate of Incorporation of Sungard Energy Systems Inc.
- 3.76 By-laws of Sungard Energy Systems Inc.
- 3.77 Certificate of Incorporation of Sungard Eprocess Intelligence Inc.
- 3.78 By-laws of Sungard Eprocess Intelligence Inc.
- 3.79 Articles of Merger
- 3.80 Bylaws of Sterling Wentworth Corporation
- 3.81 Certificate of Incorporation of Erisk Holdings, Inc.
- 3.82 Bylaws of Sungard Erisk Inc.
- 3.83 Certificate of Formation of Sungard Financial Systems LLC
- 3.84 By-laws of Sungard Financial Systems LLC
- 3.85 Certficate of Incorporation of Sungard Hte Inc.
- 3.86 By-laws of Sungard Hte Inc.
- 3.87 Certificate of Formation of Sungard Insurance Systems LLC
- 3.88 Limited Liability Company Agreement of Sungard Insurance Systems LLC
- 3.89 Certificate of Incorporation of Sungard Investment Products Inc.
- 3.90 By-laws of Sungard Investment Products Inc.
- 3.91 Certificate of Formation of Sungard Investment Systems LLC
- 3.92 [Limited Liability Company Agreement] of Sungard Investment Systems LLC
- 3.93 Certificate of Formation of Sungard Investment Ventures LLC
- 3.94 Limited Liability Company Agreement of Sungard Investment Ventures LLC
- 3.95 Certificate of Incorporation of Sungard Kiodex Inc.
- 3.96 By-laws of Sungard Kiodex Inc.
- 3.97 Certificate of Incorporation of Sungard Network Solutions Inc.
- 3.98 By-laws of Sungard Network Solutions Inc.
- 3.99 Certificate of Incorporation of Sungard Pentamation Inc.
- 3.100 By-laws of Sungard Pentamation Inc.
- 3.101 Certificate of Incorporation of Sungard Reference Data Solutions Inc.
- 3.102 By-laws of Sungard Reference Data Solutions Inc.
- 3.103 Certificate of Incorporation of Sungard Sas Holdings Inc.
- 3.104 By-laws of Sungard Sas Holdings Inc.
- 3.105 Certificate of Incorporation of Sungard SCT Inc.
- 3.106 By-laws of Sungard SCT Inc.
- 3.107 Certificate of Formation of Sungard Securities Finance LLC
- 3.108 By-laws of Sungard Securities Finance LLC
- 3.109 Certificate of Incorporation of Sungard Securities Finance International Inc.
- 3.110 By-laws of Sungard Securities Finance International Inc.
- 3.111 Certificate of Formation of Sungard Shareholder Systems LLC
- 3.112 Limited Liability Company Agreement of Sungard Shareholder Systems LLC
- 3.113 Certificate of Incorporation of Sungard Software, Inc.
- 3.114 By-laws of Sungard Software, Inc.
- 3.115 Certificate of Incorporation of Sungard Systems International Inc.
- 3.116 By-laws of Sungard Systems International Inc.
- 3.117 Certificate of Formation of Sungard Technology Services LLC
- 3.118 Limited Liability Company Agreement of Sungard Technology Services LLC
- 3.119 Certificate of Formation of Sungard Trading Systems Var LLC
- 3.120 Limited Liability Company Agreement of Sungard Trading Systems Var LLC
- 3.121 Certificate of Incorporation of Sungard Treasury Systems Inc.
- 3.122 By-laws of Sungard Tresury Systems Inc.
- 3.123 Certificate of Formation of Sungard Trust Systems LLC
- 3.124 Limited Liability Company Agreement of Sungard Trust Systems LLC
- 3.125 Certificate of Formation of Sungard Workflow Solutions LLC
- 3.126 Limited Liability Company Agreement of Sungard Workflow Solutions LLC
- 3.127 Certificate of Incorporation of Systems & Computer Technology Corporation
- 3.128 By-laws of Systems & Computer Technology Corporation
- 3.129 Articles of Organization of Trust Tax Services of America, Inc.
- 3.130 By-laws of Trust Tax Services of America, Inc.
- 3.131 Certificate of Incorporation of Wall Street Concepts Inc.
- 3.132 By-laws of Wall Street Concepts Inc.
- 3.133 Certificate of Incorporation of Worlds Systems Inc.
- 3.134 By-laws of World Systems Inc.
- 5.1 Opinion of Simpson, Thacher & Barlett LLP
- 5.2 Opinion of Sheppard, Mullin, Richter & Hampton LLP
- 5.3 Opinion of Blank Rome LLP
- 5.4 Opinion of Ropes & Gray LLP
- 5.5 Opinion of Snell & Wilmer L.L.P.
- 21.1 List of Subsidiaries
- 23.6 Consent of Pricewaterhousecoopers LLP
- 25.1 Form T-1 Statement of Eligibility - the Bank of New York
- 25.2 Form T-1 Statement of Eligibility - the Bank of New York
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
- COVER Cover
- 15 Sep 09 Registration of securities issued in business combination transactions (amended)
- 10 Jul 09 Registration of securities issued in business combination transactions
- 26 May 06 Registration of securities issued in business combination transactions (amended)
- 19 Apr 06 Registration of securities issued in business combination transactions
Exhibit 3.39
CERTIFICATE OF INCORPORATION
OF
SUNGARD LTI INC. INC.
1. The name of the corporation is SunGard LTI Inc. Inc.
2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent as such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) shares of common stock, with a par value of $1.00 per share, amounting in the aggregate to One Thousand Dollars ($1,000.00).
5. The name and mailing address of each incorporator is as follows:
NAME | ADDRESS | |
L.J. Vitalo | Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 | |
K.A. Widdoes | Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 | |
D.M Dembkowski | Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 |
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.
Meetings of the stockholders may be held within or without 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.
9. The corporation reserves the right to alter, amend, changed or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.
WE, THE UNDERSIGNED, being each of the incorporators hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein state are true, and accordingly have hereunto set our hands this 7th day of July, 1995.
/s/ L. J. Vitalo |
L. J. Vitalo |
/s/ K. A. Widdoes |
K. A. Widdoes |
/s/ D. M. Dembkowski |
D. M. Dembkowski |
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
IPB Holdings Inc.
The undersigned, being the duly elected Vice President and Assistant Secretary of IPB Holdings Inc., a Delaware corporation (the “Corporation”) certifies that:
1. The resolutions set forth below (the “Resolutions”) regarding the amendment to the Certificate of Incorporation of the Corporation, were duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware by the Board of Directors and the Sole Stockholder of the Corporation by unanimous written consent dated July 1, 1997.
RESOLVED, that the Certificate of Incorporation of IPB Holdings Inc. be amended by changing the First Article thereof so that. as amended, said Article shall be read as follows:
“The name of the corporation is SIS Europe Holdings Inc.”
2. The Resolutions are in full force and effect as of this date and have not been modified, rescinded, revoked or superseded (in whole or in part).
3. The Resolutions do not conflict with or violate any provision of the Certificate of Incorporation or Bylaws of the Corporation.
4. The Secretary and each other officer of the Corporation are authorized to certify that these Resolutions have been duly adopted by the Board of Directors and the Sole Stockholder of the Corporation.
Dated: July 1, 1997
IN WITNESS WHEREOF, said IPB Holdings Inc. has caused this certificate to be signed by George P. Warren, Jr., its Vice President and Assistant Secretary, this 1st day of July, 1997.
George P. Warren, Jr., Vice President and Assistant Secretary of IPB Holdings Inc. |
CERTIFICATE OF MERGER
OF
NCS FINANCIAL SYSTEMS, INC.
INTO
SUNGARD LTI INC.
In compliance with the requirements of Section 252 of the General Corporation Law of the State of Delaware, the undersigned corporation hereby certifies that:
First: | The name and state of incorporation of the corporations are as follows: | |
Name | State of Incorporation | |
SunGard LTI Inc. Delaware | ||
NCS Financial Systems, Inc. Minnesota | ||
Second: | An Agreement and Plan of Merger between the parties has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of the State of Delaware. | |
Third: | The name of the surviving corporation of the merger is SunGard LTI Inc., a Delaware corporation, which name shall be changed to IPB Holdings Inc. on the effective date of the merger. | |
Fourth: | The certificate of incorporation of the surviving corporation shall be the same as its certificate of incorporation in effect immediately before the merger, except that Article 1. of the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as follows: “1. The name of the corporation is:IPB Holdings Inc.” | |
Fifth: | The executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation. The address of the surviving corporation’s principal place of business is 103 Springer Building, 3411 Silverside Road, Wilmington, DE 19810. | |
Sixth: | A copy of the Agreement and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation. |
Seventh: | The authorized capital stock of each foreign corporation which is a party to the merger is as follows: |
Corporation | Class | No. of Shares | Par Value Per Share | |||
NCS Financial Systems, Inc. | Common | 100,000 | $1.00 |
Dated: July 15, 1996
SUNGARD LTI INC. | ||
By: | ||
Michael J. Ruane, Vice President, Assistant Secretary |