-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kh7n40n9abPCmOUV/pzZMNeQryQo9fEJhIWlCY2ft/qjR+Vhv4Lu9Ufa15D7iMaB RkF/X/CrxO8zEUi/I5vbsw== 0000898822-96-000400.txt : 19961007 0000898822-96-000400.hdr.sgml : 19961007 ACCESSION NUMBER: 0000898822-96-000400 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961004 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961004 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEYENNE SOFTWARE INC CENTRAL INDEX KEY: 0000738830 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133175893 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09189 FILM NUMBER: 96639671 BUSINESS ADDRESS: STREET 1: 3 EXPRESSWAY PLZ CITY: ROSLYN HEIGHTS STATE: NY ZIP: 11577 BUSINESS PHONE: 5164845110 8-K 1 FORM 8-K 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) October 4, 1996 CHEYENNE SOFTWARE, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-9189 13-3175893 (State or Other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 3 Expressway Plaza, Roslyn Heights, NY 11577 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (516) 465-4000 Page 1 of 3 ITEM 5. OTHER EVENTS. Cheyenne Software, Inc. restated its certificate of incorporation, which restatement merely restates and integrates but does not further amend its certificate of incorporation. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 3(i) Restated Certificate of Incorporation, filed with the Delaware Secretary of State on October 4, 1996. Page 2 of 3 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. CHEYENNE SOFTWARE, INC. Date October 4, 1996 /s/ Elliot Levine Name: Elliot Levine Title: Executive Vice President, Senior Financial Officer and Treasurer Page 3 of 3 EXHIBIT LIST 3(i) Restated Certificate of Incorporation, filed with the Delaware Secretary of State on October 4, 1996. EX-99 2 EXHIBIT 3(I) Exhibit 3(i) RESTATED CERTIFICATE OF INCORPORATION OF CHEYENNE SOFTWARE, INC. 1. The name of the corporation is CHEYENNE SOFTWARE, INC. 2. The address of its registered office in the State of Delaware is No. 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To engage in the development, manufacture and marketing of computer software applications. To act as advisors, consultants, and managers in connection with computer software. To establish, maintain and furnish services re- lated to the collection, processing and maintenance of data, records, information, and communications of all kinds and the development, installation and op- eration of procedures and equipment suitable or use- ful in connection therewith. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of common stock which the Corporation shall have authority to issue is seventy-five million (75,000,000) and the par value of each such share of common stock is One Cent ($0.01), amounting in the aggregate to Seven Hundred and Fifty Thousand Dollars ($750,000.00). The total number of shares of preferred stock which the Corporation shall have authority to issue is five million (5,000,000) and the par value of each such share of preferred stock is One Cent ($0.01), amounting in the aggregate to Fifty Thousand Dollars ($50,000.00). The preferred stock of the Corporation may be issued in series, and shall have such relative rights, prefer- ences and limitations, dividend or interest rates, conversion prices, voting rights, redemption prices and similar rights as the Board of Directors of the Corporation shall determine upon the issuance of such preferred stock. 5. The corporation is to have perpetual existence. -2- 6. In furtherance and not in limitation of the pow- ers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the by-laws of the Corpora- tion. 7. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide. Meetings of stockholders may be held within or with- out 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 of the Corporation. 8. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Cer- tificate of Incorporation, in the manner now or hereafter pre- scribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 9. No director of the Corporation shall be person- ally liable to the Corporation or its stockholders for any mon- etary damages resulting from a breach of his fiduciary duty as a director provided that no director shall be relieved from any personal liability for (i) any breach of his duty of loyalty to -3- the Corporation or its stockholders; (ii) acts or omissions not taken in good faith or which involve intentional misconduct or a knowing violation of law; (iii) any violation under Section 174 of the Delaware General Corporation Law; or (iv) any trans- action from which he derived an improper personal benefit. This Article shall not eliminate or limit the liability of a director for any act or omission occurring prior to the time this Article became effective. -4- -----END PRIVACY-ENHANCED MESSAGE-----