Exhibit 3.1
Restated Certificate of Incorporation
of
SunGard(R) Data Systems Inc.
SunGard Data Systems Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies that:
1. The present name of the Corporation is SunGard Data Systems Inc. The name
under which the Corporation was originally incorporated is SIS CORPORATION,
and the date of filing of its original certificate of incorporation with the
Secretary of State of the State of Delaware is June 29, 1982.
2. The only amendment effected by this Restated Certificate of Incorporation is
an amendment to the first sentence of ARTICLE FOURTH, increasing the number
of authorized shares of the Corporation's Common Stock by 60,000,000 shares.
Such amendment was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
3. Other than such amendment, this Restated Certificate of Incorporation only
restates and integrates and does not further amend the provisions of the
Corporation's certificate of incorporation as heretofore amended or
supplemented, and there is no discrepancy between those provisions and the
provisions of this Restated Certificate of Incorporation. This Restated
Certificate of Incorporation was duly adopted in accordance with the
provisions of Section 245 of the General Corporation Law of the State of
Delaware.
4. The Corporation's certificate of incorporation is hereby restated in its
entirety as follows:
FIRST: The name of the corporation is SunGard Data Systems Inc. (the
"Corporation").
SECOND: The address of the registered office of the Corporation in the State
of Delaware is No. 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the Corporation's registered agent at such address
is The Corporation Trust Company.
THIRD: The purposes for which the Corporation was formed are to engage in
any lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 125,000,000 shares, consisting
of 5,000,000 shares of Preferred Stock, par value $0.01 per share, as more
fully described in Section A. below (the "Preferred Stock"), and 120,000,000
shares of Common Stock, par value $0.01 per share, as more fully described in
Section B. below (the "Common Stock").
A. Preferred Stock. The shares of Preferred Stock may be divided and
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issued from time to time in one or more series as may be designated by the
Board of Directors of the Corporation, each such series to be distinctly
titled and to consist of the number of shares
designated by the Board of Directors. All shares of any one series of
Preferred Stock so designated by the Board of Directors shall be alike in
every particular, except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon (if any) shall
accrue or be cumulative (or both). The designations, preferences and
relative, participating, optional or other special rights (if any), and the
qualifications, limitations or restrictions thereof (if any), of any series
of Preferred Stock may differ from those of any and all other series at any
time outstanding. The Board of Directors of the Corporation is hereby
expressly vested with authority to fix by resolution the powers,
designations, preferences and relative, participating, optional or other
special rights (if any), and the qualifications, limitations or restrictions
thereof (if any), of the Preferred Stock and each series thereof which may be
designated by the Board of Directors, including, but without limiting the
generality of the foregoing, the following:
(1) The voting rights and powers (if any) of the Preferred Stock and
each series thereof;
(2) The rates and times at which, and the terms and conditions on
which, dividends (if any) on the Preferred Stock, and each series thereof,
will be paid and any dividend preferences or rights of cumulation;
(3) The rights (if any) of holders of the Preferred Stock, and each
series thereof, to convert the same into, or exchange the same for, shares of
other classes (or series of classes) of capital stock of the Corporation and
the terms and conditions for such conversion or exchange, including
provisions for adjustment of conversion or exchange prices or rates in such
events as the Board of Directors shall determine;
(4) The redemption rights (if any) of the Corporation and of the
holders of the Preferred Stock, and each series thereof, and the times at
which, and the terms and conditions on which, the Preferred Stock, and each
series thereof, may be redeemed; and
(5) The rights and preferences (if any) of the holders of the
Preferred Stock, and each series thereof, upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation.
B. Common Stock. All shares of Common Stock shall be identical and shall
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entitle the holders thereof to the same rights and privileges.
(1) Dividends. When and as dividends are declared upon the Common
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Stock, whether payable in cash, in property or in shares of stock of the
Corporation, the holders of Common Stock shall be entitled to share equally,
share for share, in such dividends.
(2) Voting Rights. Each holder of Common Stock shall be entitled to
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one vote per share.
(3) Liquidation. In the event of any liquidation, dissolution or
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winding up of the Corporation, whether voluntary or involuntary, after
payment shall have been made to holders of the Preferred Stock of the full
amounts to which they shall be entitled as stated and expressed herein or as
may be stated and expressed pursuant hereto, the holders of Common Stock
shall be entitled, to the exclusion of the holders of the Preferred Stock,
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to share ratably according to the number of shares of the Common Stock held
by them in all remaining assets of the Corporation available for distribution
to its stockholders.
C. Other Provisions. No holder of any of the shares of any class or
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series of stock or of options, warrants or other rights to purchase shares of
any class or series of stock or of other securities of the Corporation shall
have any preemptive right to purchase or subscribe for any unissued stock of
any class or series or any additional shares of any class or series to be
issued by reason of any increase of the authorized capital stock of the
Corporation of any class or series, or bonds, certificates of indebtedness,
debentures or other securities convertible into or exchangeable for stock of
the Corporation of any class or series, or carrying any right to purchase
stock of any class or series, but any such unissued stock, additional
authorized shares of any class or series of stock or securities convertible
into or exchangeable for stock, or carrying any right to purchase stock, may
be issued and disposed of pursuant to resolution of the Board of Directors to
such persons, firms, corporations or associations, whether any such persons,
firms, corporations or associations are holders or others, and upon such
terms as may be deemed advisable by the Board of Directors in exercise of its
sole discretion.
FIFTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the Corporation is
expressly authorized and empowered to make, alter or repeal the By-laws of
the Corporation, subject to the power of the stockholders of the Corporation
to alter or repeal any By-law made by the Board of Directors.
SIXTH: The Corporation reserves the right at any time and from time to time
to amend, alter, change or repeal any provisions contained in this
Certificate of Incorporation; and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation
in its present form or as hereafter amended are granted subject to the right
reserved in this Article.
SEVENTH: To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.
In witness whereof, SunGard Data Systems Inc. has caused its corporate seal
to be hereunto affixed and this Restated Certificate of Incorporation to be
signed by its President and attested by its Secretary this 9th day of May, 1997.
SunGard Data Systems Inc.
By: /s/ James L. Mann
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James L. Mann, President
[SEAL]
Attest: /s/ Lawrence A. Gross
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Lawrence A. Gross, Secretary
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