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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
SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
VIA EDGAR | April 19, 2006 |
Re: | SunGard Data Systems Inc. |
and Subsidiary Guarantors |
Registration Statement on Form S-4 |
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of SunGard Data Systems Inc., a Delaware corporation (the “Issuer”), and the subsidiary guarantors (collectively, the “Guarantors,” and together with the Issuer, the “Registrants”), we hereby submit for filing by direct electronic transmission under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 (the “S-4 Registration Statement”), together with certain exhibits thereto, relating to the Issuer’s offers to exchange $1,600,000,000 principal amount of its 9 1/8% Senior Notes due 2013, $400,000,000 principal amount of its Senior Floating Rate Notes 2013 and $1,000,000,000 principal amount of its 10 1/4% Senior Subordinated Notes due 2015 (collectively, the “Exchange Notes”) for any and all of its outstanding 9 1/8% Senior Notes due 2013, Senior Floating Rate Notes 2013 and 10 1/4% Senior Subordinated Notes due 2015 (collectively, the “Outstanding Notes”), respectively, which were offered and sold in August 2005 in reliance upon Rule 144A and Regulation S under the Securities Act. The
Outstanding Notes are, and the Exchange Notes will be, guaranteed by the Guarantors, who are also registrants under the S-4 Registration Statement.
The Registrants are registering the exchange offers on the S-4 Registration Statement in reliance on the position of the Securities and Exchange Commission (the “Commission”) enunciated inExxon Capital Holdings Corporation, available May 13, 1988 (“Exxon Capital”),Morgan Stanley & Co., Incorporated, available June 5, 1991 (regarding resales) andShearman & Sterling, available July 2, 1993 (with respect to the participation of broker-dealers.) The Registrants have further authorized us to include the following representation to the Staff of the Commission:
1. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of each of the Registrants’ information and belief without independent investigation, each person participating in the exchange offers is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes. In this regard, the Registrants will disclose to each person participating in the exchange offers that if such person is participating in the exchange offers for the purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated inExxon Capital or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each Registrant acknowledges that such a secondary resale transaction by such person participating in the exchange offers for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.
2. No broker-dealer has entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will disclose to each person participating in the exchange offer (through the exchange offer prospectus) that any broker-dealer who receives the Exchange Notes for its own account pursuant to the exchange offers may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Registrant will also include in the letter of transmittal to be executed by each holder participating in the exchange offer that each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a
-2- | April 19, 2006 |
prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
The filing fee for the S-4 Registration Statement in the amount of $321,000 has previously been deposited by wire transfer of same day funds to the Commission’s account at Mellon Bank.
If you have any questions on the above-referenced S-4 Registration Statement, please contact Richard A. Fenyes at (212) 455-2812 or Eileen Jia Shin at (212) 455-3021.
Very truly yours, |
/s/ Simpson Thacher & Bartlett LLP |
SIMPSON THACHER & BARTLETT LLP |
-3- | April 19, 2006 |