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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): April 18, 2007
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) |
Registrants 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)) |
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
On April 18, 2007, the Board of Directors (the Board) of Sunshine Acquisition Corporation
(the Company), a Delaware corporation and the parent company of SS&C Technologies, Inc. (SS&C),
approved (i) the vesting, as of April 18, 2007, of 50% of the Performance Options granted to the
employees of SS&C under the Companys 2006 Equity Incentive Plan (the 2006 Plan) that would have
vested if SS&C had met its EBITDA target for fiscal year 2006 set forth in the employees stock
option agreements (collectively, the 2006 Performance Options); (ii) the vesting, conditioned
upon SS&Cs meeting its EBITDA target for fiscal year 2007, of the other 50% of the 2006
Performance Options; and (iii) the reduction of SS&Cs EBITDA target for fiscal year 2007 set forth
in the employees stock option agreements.
After giving effect to the actions of the Board as described above, the aggregate number of
shares of the Companys Common Stock subject to Performance Options held by SS&Cs executive
officers, as well as the vested shares thereunder as of April 18, 2007, are as follows:
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Total Number of |
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Shares Subject |
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Total Number of |
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to Outstanding |
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Shares Subject to |
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Performance |
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Vested Performance |
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Options Granted |
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Options as of |
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Exercise Price Per |
Name and Title |
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under 2006 Plan |
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April 18, 2007 |
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Share |
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William C. Stone
Chairman of the
Board and Chief
Executive Officer
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70,993 |
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7,099 |
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$ |
74.50 |
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Normand A. Boulanger
President and Chief
Operating Officer
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53,245 |
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5,325 |
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$ |
74.50 |
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Patrick J. Pedonti
Senior Vice
President and Chief
Financial Officer
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26,622 |
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2,662 |
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$ |
74.50 |
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Stephen V. R. Whitman
Senior Vice
President and
General Counsel
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14,198 |
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1,420 |
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$ |
74.50 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SS&C TECHNOLOGIES, INC.
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Date: April 24, 2007 |
By: |
/s/ Patrick J. Pedonti
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Patrick J. Pedonti |
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Senior Vice President and Chief Financial Officer |
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