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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
Exhibit 3.23
ARTICLES OF INCORPORATION
OF
HTE-UCS, INC.
The undersigned incorporator, for the purpose of forming a corporation under the Florida General Corporation Act, hereby adopts the following Articles of Incorporation.
ARTICLE I
NAME
The name of this corporation shall be:
HTE-UCS, Inc.
ARTICLE II
PRINCIPAL OFFICE
The principal place of business or mailing address of this corporation shall be:
1000 Business Center Drive
Lake Mary, FL 32746
ARTICLE III
CAPITAL STOCK
The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is 1,000 shares of voting common stock having a par value of $1.00 per share, with the consideration to be paid for each share to be in cash, property or other benefits to the corporation, as may be determined to be adequate by the Board of Directors,
ARTICLE IV
REGISTERED AGENT
The street address of the initial registered office of the corporation shall be 149-F S. Ridgewood Avenue, Daytona Beach, Florida 32114, and the name of the initial registered agent of the corporation at that address is L. A. Gornto, Jr., Esq.
1
ARTICLEV
TERM OF EXISTENCENCE
This corporation shall commence April 30, 1998, and shall have perpetual existence.
ARTICLE VI
NUMBER OF DIRECTORS
This corporation shall have one (1) Director initially. The number of Directors may be either increased or diminished from time to time by the Board of Directors or the Shareholders in accordance with the Bylaws of this corporation. The Director, as such, shall receive such compensation for his services, if any, as may be set by the Board of Directors at an annual or special meeting. The Director may authorize and require the payment of the reasonable expenses incurred by the Director in attending meetings of the Directors. Nothing in this Article shall be construed to preclude the Director from serving the corporation in any other capacity and receiving compensation therefor.
ARTICLE VII
DIRECTORS
The name and address of the initial Director of this corporation, who shall hold office the first year of the corporation’s existence or until his successors are elected, are:
Name | Address | |
Dennis J. Harward | 1000 Business Center Drive Lake Mary, FL 32746 |
ARTICLE VIII
OFFICERS
The names and addresses of the initial Officers of this corporation, who shall hold office the first year of the corporation’s existence or until their successors are elected, are:
Name and Address | Office | |
Dennis J. Harward 1000 Business Center Drive Lake Mary, FL 32746 | Chairman, President, Secretary and Treasurer | |
L. A. Gornto, Jr. 149-F S. Ridgewood Avenue Daytona Beach, FL 32114 | Exec. Vice President, Asst. Secretary and Asst. Treasurer |
ARTICLE IX
INCORPORATOR
The name and street address of the incorporator signing these articles are:
Name | Address | |
L. A. Gornto, Jr., Esq. | 149-F S. Ridgewood Avenue Daytona Beach, FL 32114 |
ARTICLE X
AMENDMENT TO ARTICLES
These Articles of Incorporation may be amended in the manner provided by law. Every amendment shall be approved by the Board of Directors, proposed by them to the Shareholders, and approved at a Shareholders’ meeting by a majority of the stock issued and entitled to be voted, unless all the Directors and all the Shareholders sign a written statement manifesting their intention that a certain amendment of these Articles of Incorporation be made. Any right conferred by these Articles of Incorporation upon the Shareholders is subject to this reservation.
ARTICLE XI
BYLAWS
The power to adopt, alter, amend or repeal Bylaws of this corporation shall be vested in the Board of Directors.
ARTICLE XII
INDEMNIFICATION
This corporation shall indemnify any Officer or Director, or any former Officer or Director, to the full extent permitted by the law.
The undersigned incorporator has executed these Articles of Incorporation this 30th day of April, 1998.
L. A. Gornto, Jr. |
STATE OF FLORIDA
COUNTY OF VOLUSIA
The foregoing Articles of Incorporation was acknowledged before me this 30th day of April, 1998, by L. A. Gornto, Jr., who is personally known to me and who did not take an oath.
Notary Public State of Florida at Large My Commission Expires: |
[SEAL] | Michele Leclerc Notary Public, State of Florida My Comm. Exp. Apr. 28,1959 Comm. No. CC 446577 | |
ACCEPTANCE OF REGISTERED AGENT DESIGNATED
IN ARTICLES OF INCORPORATION
L. A. Gornto, Jr., Esq., having a business office identical with the registered office of the corporation named above, and having been designated as the Registered Agent in the above and foregoing Articles, is familiar with and accepts the obligations of the position of Registered Agent under Section 607.0505, Florida Statutes.
L. A. Gornto, Jr. |