-----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, P9vTX814plNxJpAtMntVgN7wrZP5JIfRO21hOLKr1hAD5xrL2n7SU2pLM9LrnT10 BWKgY1tL9/i8ndBstwPZ5A== 0001193125-09-208366.txt : 20100107 0001193125-09-208366.hdr.sgml : 20100107 20091015140707 ACCESSION NUMBER: 0001193125-09-208366 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20091015 DATE AS OF CHANGE: 20091021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard VPM Inc. CENTRAL INDEX KEY: 0000751340 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222218561 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-45 FILM NUMBER: 091121125 BUSINESS ADDRESS: STREET 1: 1033 CLIFTON AVE CITY: CLIFTON STATE: NJ ZIP: 07013 BUSINESS PHONE: 2107780220 MAIL ADDRESS: STREET 1: 1660 WALT WHITMEN ROAD, SUITE 130 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED BUSINESS SYSTEMS INC DATE OF NAME CHANGE: 19840816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNGARD DATA SYSTEMS INC CENTRAL INDEX KEY: 0000789388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 510267091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657 FILM NUMBER: 091121091 BUSINESS ADDRESS: STREET 1: SUNGARD DATA SYSTEMS INC STREET 2: 680 EAST SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 4845825512 MAIL ADDRESS: STREET 1: SUNGARD DATA SYSTEMS INC STREET 2: 680 EAST SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SUNDATA CORP DATE OF NAME CHANGE: 19860310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Workflow Solutions LLC CENTRAL INDEX KEY: 0001355459 IRS NUMBER: 631019430 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-44 FILM NUMBER: 091121124 BUSINESS ADDRESS: STREET 1: 104 INVERNESS PLACE CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Business Systems LLC CENTRAL INDEX KEY: 0001355463 IRS NUMBER: 232139612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-43 FILM NUMBER: 091121123 BUSINESS ADDRESS: STREET 1: 5510 77 CENTER DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard Trust Systems LLC DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard AvantGard LLC CENTRAL INDEX KEY: 0001355466 IRS NUMBER: 953440473 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-42 FILM NUMBER: 091121122 BUSINESS ADDRESS: STREET 1: 23975 PARK SORRENTO STREET 2: 4TH FLOOR CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard Treasury Systems Inc. DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Technology Services LLC CENTRAL INDEX KEY: 0001355468 IRS NUMBER: 232579118 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-41 FILM NUMBER: 091121121 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Availability Services Ltd. CENTRAL INDEX KEY: 0001355469 IRS NUMBER: 233024711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-40 FILM NUMBER: 091121120 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Availability Services LP CENTRAL INDEX KEY: 0001355470 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 232106195 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-39 FILM NUMBER: 091121119 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Asia Pacific Inc. CENTRAL INDEX KEY: 0001355472 IRS NUMBER: 510370861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-38 FILM NUMBER: 091121118 BUSINESS ADDRESS: STREET 1: 601 WALNUT STREET STREET 2: SUITE 1010 CITY: PHILADELPHIA STATE: PA ZIP: 19106 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SRS Development Inc. CENTRAL INDEX KEY: 0001355489 IRS NUMBER: 232746281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-37 FILM NUMBER: 091121117 BUSINESS ADDRESS: STREET 1: 1105 N. MARKET STREET STREET 2: SUITE 1412 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIS Europe Holdings LLC CENTRAL INDEX KEY: 0001355491 IRS NUMBER: 411511643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-36 FILM NUMBER: 091121116 BUSINESS ADDRESS: STREET 1: 1105 N. MARKET STREET STREET 2: SUITE 1412 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SIS Europe Holdings Inc. DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Higher Education Managed Services Inc. CENTRAL INDEX KEY: 0001355493 IRS NUMBER: 232414968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-35 FILM NUMBER: 091121115 BUSINESS ADDRESS: STREET 1: 2300 MAITLAND CENTER PARKWAY STREET 2: SUITE 340 CITY: MAITLAND STATE: FL ZIP: 32751 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard Collegis Inc. DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Higher Education Advancement Inc. CENTRAL INDEX KEY: 0001355505 IRS NUMBER: 522197045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-34 FILM NUMBER: 091121114 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 1200 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard BSR Inc. DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Development CORP CENTRAL INDEX KEY: 0001355508 IRS NUMBER: 232589002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-33 FILM NUMBER: 091121113 BUSINESS ADDRESS: STREET 1: 1105 N. MARKET STREET STREET 2: SUITE 1412 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Corbel LLC CENTRAL INDEX KEY: 0001355517 IRS NUMBER: 952845556 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-32 FILM NUMBER: 091121112 BUSINESS ADDRESS: STREET 1: 1660 PRUDENTIAL DRIVE CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Computer Services LLC CENTRAL INDEX KEY: 0001355519 IRS NUMBER: 680499469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-31 FILM NUMBER: 091121111 BUSINESS ADDRESS: STREET 1: 600 LAUREL ROAD CITY: VOORHEES STATE: NJ ZIP: 08043 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Financial Systems LLC CENTRAL INDEX KEY: 0001355520 IRS NUMBER: 232585361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-30 FILM NUMBER: 091121110 BUSINESS ADDRESS: STREET 1: 601 SECOND AVENUE SOUTH CITY: HOPKINS STATE: MN ZIP: 55343 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard ERisk Inc. CENTRAL INDEX KEY: 0001355552 IRS NUMBER: 522318969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-29 FILM NUMBER: 091121109 BUSINESS ADDRESS: STREET 1: 1500 BROADWAY STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard eProcess Intelligence LLC CENTRAL INDEX KEY: 0001355553 IRS NUMBER: 133217303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-28 FILM NUMBER: 091121108 BUSINESS ADDRESS: STREET 1: 70 SOUTH ORANGE AVENUE CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard eProcess Intelligence Inc. DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Consulting Services LLC CENTRAL INDEX KEY: 0001355554 IRS NUMBER: 870727844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-27 FILM NUMBER: 091121107 BUSINESS ADDRESS: STREET 1: 10375 RICHMOND AVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard Consulting Services Inc. DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard DIS Inc. CENTRAL INDEX KEY: 0001355555 IRS NUMBER: 232829670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-26 FILM NUMBER: 091121106 BUSINESS ADDRESS: STREET 1: 1105 N. MARKET STREET STREET 2: SUITE 1412 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard CSA LLC CENTRAL INDEX KEY: 0001355556 IRS NUMBER: 204280640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-25 FILM NUMBER: 091121090 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Energy Systems Inc. CENTRAL INDEX KEY: 0001355557 IRS NUMBER: 134081739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-24 FILM NUMBER: 091121089 BUSINESS ADDRESS: STREET 1: 601 WALNUT STREET STREET 2: SUITE 1010 CITY: PHILADELPHIA STATE: PA ZIP: 19106 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Public Sector Inc. CENTRAL INDEX KEY: 0001355600 IRS NUMBER: 592133858 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-23 FILM NUMBER: 091121088 BUSINESS ADDRESS: STREET 1: 1000 BUSINESS CENTER DRIVE CITY: LAKE MARY STATE: FL ZIP: 32746 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard HTE Inc. DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard iWORKS LLC CENTRAL INDEX KEY: 0001355601 IRS NUMBER: 232814630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-22 FILM NUMBER: 091121087 BUSINESS ADDRESS: STREET 1: 11560 GREAT OAKS WAY STREET 2: SUITE 200 CITY: ALPHARETTA STATE: GA ZIP: 30022 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard Insurance Systems LLC DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Investment Systems LLC CENTRAL INDEX KEY: 0001355603 IRS NUMBER: 232115509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-21 FILM NUMBER: 091121086 BUSINESS ADDRESS: STREET 1: 11 SALT CREEK LANE CITY: HINSDALE STATE: IL ZIP: 60521 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Investment Ventures LLC CENTRAL INDEX KEY: 0001355604 IRS NUMBER: 510297001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-20 FILM NUMBER: 091121085 BUSINESS ADDRESS: STREET 1: 1105 N. MARKET STREET STREET 2: SUITE 1412 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Kiodex Inc. CENTRAL INDEX KEY: 0001355605 IRS NUMBER: 134100480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-19 FILM NUMBER: 091121084 BUSINESS ADDRESS: STREET 1: 628 BROADWAY STREET 2: SUITE 501 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard NetWork Solutions Inc. CENTRAL INDEX KEY: 0001355606 IRS NUMBER: 232981034 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-18 FILM NUMBER: 091121083 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Automated Securities Clearance LLC CENTRAL INDEX KEY: 0001355612 IRS NUMBER: 223701255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-17 FILM NUMBER: 091121082 BUSINESS ADDRESS: STREET 1: 545 WASHINGTON BLVD STREET 2: 7TH FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BancWare LLC CENTRAL INDEX KEY: 0001355613 IRS NUMBER: 042766162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-16 FILM NUMBER: 091121081 BUSINESS ADDRESS: STREET 1: 3 POST OFFICE SQUARE STREET 2: 11TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Reference Data Solutions LLC CENTRAL INDEX KEY: 0001355614 IRS NUMBER: 721571745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-15 FILM NUMBER: 091121080 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard Reference Data Solutions Inc. DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard SAS Holdings Inc. CENTRAL INDEX KEY: 0001355616 IRS NUMBER: 260052190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-14 FILM NUMBER: 091121105 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Higher Education Inc. CENTRAL INDEX KEY: 0001355618 IRS NUMBER: 232303679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-13 FILM NUMBER: 091121104 BUSINESS ADDRESS: STREET 1: 4 COUNTRY VIEW ROAD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard SCT Inc. DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Securities Finance LLC CENTRAL INDEX KEY: 0001355620 IRS NUMBER: 133799258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-12 FILM NUMBER: 091121103 BUSINESS ADDRESS: STREET 1: 12B MANOR PARKWAY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Securities Finance International LLC CENTRAL INDEX KEY: 0001355622 IRS NUMBER: 133809371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-11 FILM NUMBER: 091121102 BUSINESS ADDRESS: STREET 1: 12B MANOR PARKWAY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SunGard Securities Finance International Inc. DATE OF NAME CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Derivatech Risk Solutions Inc. CENTRAL INDEX KEY: 0001355623 IRS NUMBER: 481286297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-09 FILM NUMBER: 091121101 BUSINESS ADDRESS: STREET 1: 1 S. WACKER STREET STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Exeter Educational Management Systems, Inc. CENTRAL INDEX KEY: 0001355624 IRS NUMBER: 043123926 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-08 FILM NUMBER: 091121100 BUSINESS ADDRESS: STREET 1: 141 PORTLAND STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Software, Inc. CENTRAL INDEX KEY: 0001355625 IRS NUMBER: 510287708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-07 FILM NUMBER: 091121099 BUSINESS ADDRESS: STREET 1: 1105 NORTH MARKET STREET STREET 2: SUITE 1412 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Systems International Inc. CENTRAL INDEX KEY: 0001355628 IRS NUMBER: 232490902 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-06 FILM NUMBER: 091121098 BUSINESS ADDRESS: STREET 1: 560 LEXINGTON AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Inflow LLC CENTRAL INDEX KEY: 0001355630 IRS NUMBER: 841439489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-05 FILM NUMBER: 091121097 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Online Securities Processing Inc. CENTRAL INDEX KEY: 0001355637 IRS NUMBER: 770589377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-04 FILM NUMBER: 091121096 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard Shareholder Systems LLC CENTRAL INDEX KEY: 0001355651 IRS NUMBER: 232025519 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-03 FILM NUMBER: 091121095 BUSINESS ADDRESS: STREET 1: 951 MARINERS ISLAND BLVD STREET 2: 5TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: (484) 582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard iWORKS P&C (US) Inc. CENTRAL INDEX KEY: 0001394170 IRS NUMBER: 133248040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-02 FILM NUMBER: 091121094 BUSINESS ADDRESS: STREET 1: 200 BUSINESS DRIVE PARK CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 905-275-2299 MAIL ADDRESS: STREET 1: 200 BUSINESS DRIVE PARK CITY: ARMONK STATE: NY ZIP: 10504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Advanced Portfolio Technologies, Inc. CENTRAL INDEX KEY: 0001431227 IRS NUMBER: 223245876 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-01 FILM NUMBER: 091121093 BUSINESS ADDRESS: STREET 1: 90 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 484-582-5530 MAIL ADDRESS: STREET 1: 680 E. SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunGard VeriCenter, Inc. CENTRAL INDEX KEY: 0001431230 IRS NUMBER: 760624039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-158657-10 FILM NUMBER: 091121092 BUSINESS ADDRESS: STREET 1: 680 E. SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 484-582-5530 MAIL ADDRESS: STREET 1: 680 E. SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 S-1/A 1 ds1a.htm AMEND. NO. 2 TO FORM S-1 Amend. No. 2 to Form S-1

As filed with the Securities and Exchange Commission on October 15, 2009

Registration No. 333-158657

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

AMENDMENT NO. 2 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SunGard Data Systems Inc.

(Exact name of registrant issuer as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

 

Delaware   7374   51-0267091

(State or other jurisdiction

of incorporation)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

 

680 East Swedesford Road Wayne, Pennsylvania 19087

(484)-582-2000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Victoria E. Silbey, Esq.

General Counsel

680 East Swedesford Road Wayne, Pennsylvania 19087

(484)-582-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Richard A. Fenyes, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Tel: (212) 455-2000

 

 

Approximate date of commencement of proposed offer: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨.

 

Accelerated filer  ¨.

Non-accelerated filer  x (Do not check if a smaller reporting company).

 

Smaller reporting company  ¨.

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount
to be

Registered

 

Proposed
Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

9 1/8% Senior Notes due 2013

  (1)       (1)       (1)    

10 5/8% Senior Notes due 2015

  (1)       (1)       (1)    

10 1/4% Senior Subordinated Notes due 2015

  (1)       (1)       (1)    

Guarantees of 9 1/8% Senior Notes due 2013(2)

  (1)(3)   (1)(3)   (1)(3)

Guarantees of 10 5/8% Senior Notes due 2015

  (1)(3)   (1)(3)   (1)(3)

Guarantees of 10 1/4% Senior Subordinated Notes due 2015(2)

  (1)(3)   (1)(3)   (1)(3)
 
(1) An indeterminate amount of securities are being registered hereby to be offered solely for market-making purposes by an affiliate of the registrant. Pursuant to Rule 457(q) under the Securities Act of 1933, as amended, no filing fee is required.
(2) See inside facing page for additional registrant guarantors.
(3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


Table of Additional Registrant Guarantors

 

Exact Name of Registrant
Guarantor as Specified in its
Charter

 

State or Other Jurisdiction of
Incorporation or

Organization

 

I.R.S. Employer

Identification Number

 

Address, Including Zip Code
and Telephone Number,
Including Area Code, of
Registrant Guarantor’s
Principal Executive Offices

Advanced Portfolio Technologies, Inc.

 

Delaware

 

22-3245876

 

90 Broad Street

New York, NY

10004

Automated Securities Clearance LLC

 

Delaware

 

22-3701255

 

545 Washington Blvd.

7th Floor

Jersey City, NJ 07310

BancWare LLC

 

Delaware

 

04-2766162

 

3 Post Office Square

11th Floor

Boston, MA 02109

Derivatech Risk Solutions Inc.

 

Delaware

 

48-1286297

 

1 S. Walker St.

Suite 400

Chicago, IL 60606

Exeter Educational Management Systems, Inc.

 

Massachusetts

 

04-3123926

 

141 Portland St. Cambridge, MA 02139

Inflow LLC

 

Delaware

 

84-1439489

  680 E. Swedesford Rd. Wayne, PA 19087

Online Securities Processing Inc.

 

Delaware

 

77-0589377

 

680 E. Swedesford Rd. Wayne, PA 19087

SIS Europe Holdings
LLC

 

Delaware

 

41-1511643

 

1105 North Market Street

Suite 1412

Wilmington, DE 19801

SRS Development Inc.

 

Delaware

 

23-2746281

 

1105 North Market Street

Suite 1412

Wilmington, DE 19801

SunGard Asia Pacific Inc.

 

Delaware

 

51-0370861

 

601 Walnut St.

Suite 1010

Philadelphia, PA 19106

SunGard Availability Services LP

 

Pennsylvania

 

23-2106195

 

680 E. Swedesford Rd.

Wayne, PA 19087

SunGard Availability Services Ltd.

 

Delaware

 

23-3024711

 

680 E. Swedesford Rd.

Wayne, PA 19087


Exact Name of Registrant
Guarantor as Specified in its
Charter

 

State or Other Jurisdiction of
Incorporation or

Organization

 

I.R.S. Employer

Identification Number

 

Address, Including Zip Code
and Telephone Number,
Including Area Code, of
Registrant Guarantor’s
Principal Executive Offices

SunGard AvantGard
LLC

 

California

 

95-3440473

 

23975 Park Sorrento

4th Floor

Calabasas, CA 91302

SunGard Business Systems LLC

 

Delaware

 

23-2139612

 

5510 77 Center Drive

Charlotte, NC 28217

SunGard Computer Services LLC

 

Delaware

 

68-0499469

 

600 Laurel Road Voorhees, NJ 08043

SunGard Consulting Services LLC

 

Delaware

 

87-0727844

 

10375 Richmond

Suite 700

Houston, TX 77042

SunGard Corbel LLC

 

California

 

95-2845556

  1660 Prudential Drive Jacksonville, FL 32207

SunGard CSA LLC

 

Delaware

 

20-4280640

  680 E. Swedesford Rd. Wayne, PA 19087

SunGard Development Corporation

 

Delaware

 

23-2589002

 

1105 North Market Street Suite 1412

Wilmington, DE 19801

SunGard DIS Inc.

 

Delaware

 

23-2829670

 

1105 North Market Street

Suite 1412

Wilmington, DE 19801

SunGard Energy Systems Inc.

 

Delaware

 

13-4081739

 

601 Walnut St.

Suite 1010

Philadelphia, PA 19106

SunGard eProcess Intelligence LLC

 

Delaware

 

13-3217303

 

70 South Orange Avenue Livingston, NJ 07039

SunGard ERisk Inc.

 

Delaware

 

52-2318969

 

1500 Broadway

18th Floor

New York, NY 10036

SunGard Financial Systems LLC

 

Delaware

 

23-2585361

 

601 2nd Avenue South Hopkins, MN 55343

SunGard Higher Education Advancement Inc.

 

Delaware

 

52-2197045

 

1000 Winter St.

Suite 1200

Waltham, MA 02451

Sungard Higher Education Inc.

 

Delaware

 

23-2303679

 

4 Country View Road Malvern, PA 19355


Exact Name of Registrant
Guarantor as Specified in its
Charter

 

State or Other Jurisdiction of
Incorporation or

Organization

 

I.R.S. Employer

Identification Number

 

Address, Including Zip Code
and Telephone Number,
Including Area Code, of
Registrant Guarantor’s
Principal Executive Offices

SunGard Higher Education Managed Services Inc.

 

Delaware

 

23-2414968

 

2300 Maitland Center Pkwy Suite 340

Maitland, FL 32751

SunGard Investment Systems LLC

 

Delaware

 

23-2115509

 

11 Salt Creek Lane Hinsdale, IL 60521

SunGard Investment Ventures LLC

 

Delaware

 

51-0297001

 

1105 North Market Street Suite 1412

Wilmington, DE 19801

SunGard iWORKS LLC

 

Delaware

 

23-2814630

 

11560 Great Oaks Way Suite 200

Alpharetta, GA 30022

SunGard iWORKS P&C (US) Inc.

 

Delaware

 

13-3248040

 

200 Business Park Dr.

Armonk, NY 10504

SunGard Kiodex Inc.

 

Delaware

 

13-4100480

 

628 Broadway Suite 501

New York, NY 10012

SunGard NetWork Solutions Inc.

 

Delaware

 

23-2981034

 

680 E. Swedesford Rd. Wayne, PA 19087

SunGard Public Sector
Inc.

 

Florida

 

59-2133858

 

1000 Business Center Drive

Lake Mary, FL 32746

SunGard Reference Data Solutions LLC

 

Delaware

 

72-1571745

 

888 7th Avenue

12 th Floor

New York, NY 10106

SunGard SAS Holdings Inc.

 

Delaware

 

26-0052190

  680 E. Swedesford Rd. Wayne, PA 19087

SunGard Securities Finance LLC

 

Delaware

 

13-3799258

 

12B Manor Parkway

Salem, NH 03079

SunGard Securities Finance International LLC

 

Delaware

 

13-3809371

 

12B Manor Parkway

Salem, NH 03079


Exact Name of Registrant
Guarantor as Specified in its
Charter

 

State or Other Jurisdiction of
Incorporation or

Organization

 

I.R.S. Employer

Identification Number

 

Address, Including Zip Code and
Telephone Number, Including Area
Code, of Registrant Guarantor’s
Principal Executive Offices

SunGard Shareholder Systems LLC

 

Delaware

 

23-2025519

 

951 Mariners Island Blvd.

5 th Floor

San Mateo, CA 94404

SunGard Software, Inc.

 

Delaware

 

51-0287708

 

1105 North Market St.

Suite 1412

Wilmington, DE 19801

SunGard Systems International Inc.

 

Pennsylvania

 

23-2490902

 

560 Lexington Avenue

9th Floor

New York, NY 10022

SunGard Technology Services LLC

 

Delaware

 

23-2579118

 

680 E. Swedesford Rd. Wayne, PA 19087

SunGard VeriCenter, Inc

 

Delaware

 

76-0624039

 

680 East Swedesford Rd

Wayne, PA 19087

SunGard VPM Inc.

 

New York

 

11-3159462

 

1660 Walt Whitman Rd,

Suite 130

Melville, NY, 11747

SunGard Workflow Solutions LLC

 

Delaware

 

63-1019430

 

104 Inverness Place

Birmingham, AL 35242


EXPLANATORY NOTE

This Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-158657) of SunGard Data Systems Inc. is filed solely for the purpose of re-filing an exhibit to such Registration Statement, adding additional exhibits to such Registration Statement and amending “Part II-Item 16. Exhibits and Financial Statement Schedules”.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution.

Each of the registration rights agreements relating to the securities of the Registrants being registered hereby provides that SunGard Data Systems Inc. will bear all expenses in connection with the performance of its obligations relating to the market-making activities of Goldman, Sachs & Co. and its affiliates. These expenses include printer expenses and accounting and legal fees in an approximate amount of $190,000.

 

Item 14. Indemnification of Directors and Officers.

(a) SunGard Data Systems Inc., Advanced Portfolio Technologies, Inc., Derivatech Risk Solutions Inc., Online Securities Processing Inc., SRS Development Inc., SunGard Asia Pacific Inc., SunGard Availability Services, Ltd., SunGard Development Corporation, SunGard DIS Inc., SunGard Energy Systems Inc., SunGard ERisk Inc., SunGard Higher Education Advancement Inc., SunGard Higher Education Inc., SunGard Higher Education Managed Services Inc., SunGard iWORKS P&C (US) Inc., SunGard Kiodex Inc., SunGard NetWork Solutions Inc., SunGard SAS Holdings Inc., SunGard Software Inc. and SunGard VeriCenter Inc. are each incorporated under the laws of Delaware.

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

In accordance with these provisions, the articles of incorporation and/or the bylaws of SunGard Data Systems Inc. and each of SunGard Data Systems Inc.’s guarantors incorporated in Delaware and listed above provide for indemnification of any person who is, was or shall be a director, officer, employee or agent of the corporation, to the full extent permitted by the DGCL, as amended from time to time.

(b) Automated Securities Clearance LLC, BancWare LLC, Inflow LLC, SIS Europe Holdings LLC, SunGard Business Systems LLC, SunGard Computer Services LLC, SunGard Consulting Services LLC, SunGard CSA LLC, SunGard eProcess Intelligence LLC, SunGard Financial Systems LLC, SunGard Investment Systems LLC, SunGard Investment Ventures LLC, SunGard iWORKS LLC, SunGard Reference Data Solutions LLC, SunGard Securities Finance LLC, SunGard Securities Finance International LLC, SunGard Shareholder Systems LLC, SunGard Technology Services LLC and SunGard Workflow Solutions LLC are each limited liability companies organized under the laws of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

 

II-1


In accordance with these provisions, the Limited Liability Company Agreements of Automated Securities Clearance LLC, BancWare LLC, Inflow LLC, SIS Europe Holdings LLC, SunGard Business Systems LLC, SunGard Computer Services LLC, SunGard Consulting Services LLC, SunGard CSA LLC, SunGard eProcess Intelligence LLC, SunGard Financial Systems LLC, SunGard Investment Systems LLC, SunGard Investment Ventures LLC, SunGard iWORKS LLC, SunGard Reference Data Solutions LLC, SunGard Securities Finance LLC, SunGard Securities Finance International LLC, SunGard Shareholder Systems LLC, SunGard Technology Services LLC and SunGard Workflow Solutions LLC state that the company shall indemnify, defend and hold harmless the member and any director, officer, partner, stockholder, controlling person or employee of the member, each member of the board of managers and any person serving at the request of the company from any liability, loss or damage incurred by the indemnified party by reason of any act performed or omitted to be performed by the indemnified party in connection with the business of the company including reasonable attorneys’ fees and costs and any amounts expended in the settlement of any such claims of liability, loss or damage; provided however, that if the liability, loss, damage or claim arises out of any action or inaction of an indemnified party, indemnification shall be available only if (a) either (i) the indemnified party, at the time of such action or inaction determined in good faith that its, his or her course of conduct was in, or not opposed to, the best interests of the company or (ii) in the case of inaction by the indemnified party, the indemnified party did not intend its, his or her inaction to be harmful or opposed to the best interests of the company and (b) the action or inaction did not constitute fraud, gross negligence or willful misconduct by the indemnified party.

(c) SunGard AvantGard LLC and SunGard Corbel LLC are limited liability companies organized under the laws of California.

Under Section 17153 of the California Limited Liability Company Act, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against on incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee or agent of the limited liability company.

The Limited Liability Company Agreement of each of SunGard AvantGard LLC and SunGard Corbel LLC states that the company shall indemnify, defend and hold harmless the member and any director, officer, partner, stockholder, controlling person or employee of the member, each member of the board of managers and any person serving at the request of the company from any liability, loss or damage incurred by the indemnified party by reason of any act performed or omitted to be performed by the indemnified party in connection with the business of the company including reasonable attorneys’ fees and costs and any amounts expended in the settlement of any such claims of liability, loss or damage; provided however, that if the liability, loss, damage or claim arises out of any action or inaction of an indemnified party, indemnification shall be available only if (a) either (i) the indemnified party, at the time of such action or inaction determined in good faith that its, his or her course of conduct was in, or not opposed to, the best interests of the company or (ii) in the case of inaction by the indemnified party, the indemnified party did not intend its, his or her inaction to be harmful or opposed to the best interests of the company and (b) the action or inaction did not constitute fraud, gross negligence or willful misconduct by the indemnified party.

(d) SunGard Public Sector Inc. is incorporated under the laws of Florida.

Section 607.0850 of the Florida Business Corporation Act, as amended (“FBCA”), grants a corporation organized thereunder the authority to indemnify each of its directors and officers in connection with actions, suits and proceedings brought against such person if he or she acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal actions, had no reasonable cause to believe his or her conduct was unlawful. Unless pursuant to a

 

II-2


determination by a court, the determination of whether a director, officer or employee has acted in accordance with the applicable standard of conduct must be made by (i) a majority vote of directors who were not parties to the proceeding or a committee consisting solely of two or more directors not parties to the proceeding, (ii) independent legal counsel selected by a majority vote of the directors who were not parties to the proceeding or by a committee of directors duly designated by the board of directors consisting solely of two or more directors not at the time parties to the proceeding (or selected by the full board if a quorum or committee cannot be obtained), or (iii) the affirmative vote of the majority of the corporation’s shareholders who were not parties to the proceeding.

The FBCA further provides that a corporation may make any other or further indemnity by resolution, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, except with respect to certain enumerated acts or omissions of such persons. Florida law prohibits indemnification or advancement of expenses if a judgment or other final adjudication establishes that the actions of a director, officer or employee constitute (i) a violation of criminal law, unless the person had reasonable cause to believe his or her conduct was lawful, (ii) a transaction from which such person derived an improper personal benefit, (iii) willful misconduct or conscious disregard for the best interests of the corporation in the case of a derivative action by a shareholder or (iv) in the case of a director, a circumstance under which a director would be liable for improper distributions under Section 607.0834 of the FBCA. The FBCA does not affect a director’s responsibilities under any other law, such as federal securities laws.

The articles of incorporation and/or the by-laws of the corporation provides that the corporation will indemnify any and all persons whom it has the power to indemnify from and against any and all of the expenses, liabilities or other matters referred to in the FBCA.

(e) Exeter Educational Management Systems, Inc. is incorporated under the laws of Massachusetts.

Chapter 156B, Section 67 of the Annotated Laws of Massachusetts (the Massachusetts Business Corporation Act) (“MBCA”) states that indemnification of directors, officers, employees and other agents of a corporation may be provided by it to whatever extent authorized by the articles of organization or a bylaw adopted by the stockholders or a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Except as the articles of organization or bylaws otherwise require, indemnification of any such persons who are not directors of the corporation may be provided by it to the extent authorized by the directors. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification.

No indemnification may be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation.

A corporation shall also have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation whether or not the corporation would have the power to indemnify him against such liability.

The articles of organization and/or the bylaws of the corporation provide that, to the fullest extent permitted by the MBCA, as amended from time to time, the corporation will indemnify any and all persons whom it has the power to indemnify from and against any and all of the expenses, liabilities or other matters referred to in the MBCA.

The corporation, acting through its board of directors, has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or other agent of another organization in

 

II-3


which it has an interest, against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

(f) SunGard VPM Inc. is incorporated under the laws of New York.

The New York Business Corporation Law (“BCL”), Article 7, Sections 721-726 provide for the indemnification and advancement of expenses to officers and directors. Indemnification and advancement pursuant to the BCL are not exclusive of any other rights an officer or director may be entitled to, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the director personally gained a financial profit or other advantage to which he or she was not legally entitled.

A corporation may indemnify an officer or director, in the case of third party actions, against judgments, fines, amounts paid in settlement and reasonable expenses and, in the case of derivative actions, against amounts paid in settlement and reasonable expenses, provided that the director or officer acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe his conduct was unlawful. A corporation may obtain indemnification insurance indemnifying itself and its directors and officers.

The bylaws of the corporation provide that the corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or if he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

(g) SunGard Systems International Inc. is incorporated under the laws of Pennsylvania.

Under Section 1741 of the Pennsylvania Business Corporation Law of 1988 (the “PBCL”), subject to certain limitations, a corporation has the power to indemnify directors, officers and other parties under certain prescribed circumstances against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party or threatened to be made a party by reason of his being a representative of the corporation or serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

Expenses incurred by parties in defending any action may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the party to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

The bylaws of the corporation provides that the corporation may indemnify any person who is or was or shall be a director or officer of the corporation, and may indemnify any person who is or was or shall be an employee or agent of the corporation, to the fullest extent permitted by the PBCL, from time to time.

(h) SunGard Availability Services LP is a limited partnership governed by the laws of Pennsylvania.

Under Section 8508 of the Pennsylvania Revised Uniform Limited Partnership Act, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions as are set forth in the partnership agreement. Indemnification shall not be made in any case where the act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The certificate of limited partnership or partnership agreement may not provide for indemnification in the case of willful misconduct or recklessness.

 

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Indemnification may be granted for any action taken and may be made whether or not the limited partnership would have the power to indemnify the person under any other provision of law except as provided in this section and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the limited partnership. Expenses incurred by a partner or other person in defending any action or proceeding against which indemnification may be made pursuant to this section may be paid by the limited partnership in advance of the final disposition of such action or proceeding.

The Agreement of Limited Partnership of SunGard Availability Services LP states that the partnership shall indemnify and hold harmless the general partner, any member, manager, officer, director, shareholder, employee, or agent of the general partner, and any officer of the partnership against any loss or damage (including attorneys’ and other professional fees) incurred by the indemnified party on behalf of the partnership or in furtherance of the partnership’s interests, without relieving the indemnified party of liability for willful misconduct or recklessness. The satisfaction of any indemnification is limited to the partnership’s assets and no partner shall have any liability on account thereof. This indemnification right includes the right to be paid or reimbursed by the indemnified party in advance of the disposition of any proceeding.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

 

3.1   Amended and Restated Certificate of Incorporation of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
3.2   Amended and Restated Bylaws of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007 (Commission File No. 1-12989)).
3.3****   Certificate of Incorporation of Advanced Portfolio Technologies, Inc.
3.4****   Bylaws of Advanced Portfolio Technologies, Inc.
3.5*   Certificate of Formation of Automated Securities Clearance LLC
3.6*   Limited Liability Company Agreement of Automated Securities Clearance LLC
3.7*   Certificate of Formation of BancWare LLC
3.8*   Limited Liability Company Agreement of BancWare LLC
3.9*   Certificate of Incorporation of Derivatech Risk Solutions Inc.
3.10*   By-laws of Derivatech Risk Solutions Inc.
3.11*   Articles of Organization of Exeter Educational Management Systems, Inc.
3.12*   By-laws of Exeter Educational Management Systems, Inc.
3.13*   Certificate of Formation of Inflow LLC
3.14*   Limited Liability Company Agreement of Inflow LLC
3.15*   Certificate of Incorporation of Online Securities Processing Inc.
3.16*   By-laws of Online Securities Processing Inc.
3.17****   Certificate of Formation—Conversion of SIS Europe Holdings LLC
3.18****   Limited Liability Company Agreement of SIS Europe Holdings LLC
3.19*   Certificate of Incorporation of SRS Development Inc.

 

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3.20*   By-laws of SRS Development Inc.
3.21*   Certificate of Incorporation of SunGard Asia Pacific Inc.
3.22*   By-laws of SunGard Asia Pacific Inc.
3.23*   Certificate of Limited Partnership of SunGard Availability Services LP
3.24*   Limited Partnership Agreement of SunGard Availability Services LP
3.25*   Certificate of Incorporation of SunGard Availability Services Ltd.
3.26*   By-laws of SunGard Availability Services Ltd.
3.27***   Certificate of Formation of SunGard AvantGard LLC
3.28***   Limited Liability Company Agreement of SunGard AvantGard LLC
3.29******   Certificate of Formation of SunGard Business Systems LLC
3.30******   Limited Liability Company Agreement of SunGard Business Systems LLC
3.31*   Certificate of Formation of SunGard Computer Services LLC
3.32****   Limited Liability Company Agreement of SunGard Computer Services LLC
3.33****   Certificate of Formation—Conversion of SunGard Consulting Services LLC
3.34****   Limited Liability Company Agreement of SunGard Consulting Services LLC
3.35*   Certificate of Formation—Conversion of SunGard Corbel LLC
3.36*   Limited Liability Company Agreement of SunGard Corbel LLC
3.37*   Certificate of Formation of SunGard CSA LLC
3.38*   Limited Liability Company Agreement of SunGard CSA LLC
3.39*   Certificate of Incorporation of SunGard Development Corporation
3.40*   By-laws of SunGard Development Corporation
3.41*   Certificate of Incorporation of SunGard DIS Inc.
3.42*   By-laws of SunGard DIS Inc.
3.43*   Certificate of Incorporation of SunGard Energy Systems Inc.
3.44*   By-laws of SunGard Energy Systems Inc.
3.45**   Certificate of Formation of SunGard eProcess Intelligence LLC
3.46**   Limited Liability Company Agreement of SunGard eProcess Intelligence LLC
3.47*   Certificate of Incorporation of SunGard ERisk Inc.
3.48*   By-laws of SunGard ERisk Inc.
3.49*   Certificate of Formation of SunGard Financial Systems LLC
3.50*   By-laws of SunGard Financial Systems LLC
3.51**   Certificate of Incorporation of SunGard Higher Education Advancement Inc.
3.52**   By-laws of SunGard Higher Education Advancement Inc.
3.53**   Certificate of Incorporation of SunGard Higher Education Inc.

 

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3.54**   By-laws of SunGard Higher Education Inc.
3.55**   Certificate of Incorporation of SunGard Higher Education Managed Services Inc.
3.56**   By-laws of SunGard Higher Education Managed Services Inc.
3.57*   Certificate of Formation of SunGard Investment Systems LLC
3.58*   Limited Liability Company Agreement of SunGard Investment Systems LLC
3.59*   Certificate of Formation of SunGard Investment Ventures LLC
3.60*   Limited Liability Company Agreement of SunGard Investment Ventures LLC
3.61***   Certificate of Formation of SunGard iWORKS LLC
3.62***   Limited Liability Company Agreement of SunGard iWORKS LLC
3.63****   Certificate of Incorporation of SunGard iWORKS P&C (US) Inc.
3.64***   By-laws of SunGard iWORKS P&C (US) Inc.
3.65*   Certificate of Incorporation of SunGard Kiodex Inc.
3.66*   By-laws of SunGard Kiodex Inc.
3.67*   Certificate of Incorporation of SunGard NetWork Solutions Inc.
3.68*   By-laws of SunGard NetWork Solutions Inc.
3.69****   Certificate of Incorporation of SunGard Public Sector Inc.
3.70****   By-laws of SunGard Public Sector Inc.
3.71****   Certificate of Formation—Conversion of SunGard Reference Data Solutions LLC
3.72****   Limited Liability Company Agreement of SunGard Reference Data Solutions LLC
3.73*   Certificate of Incorporation of SunGard SAS Holdings Inc.
3.74*   By-laws of SunGard SAS Holdings Inc.
3.75*   Certificate of Formation of SunGard Securities Finance LLC
3.76*   Limited Liability Company Agreement of SunGard Securities Finance LLC
3.77***   Certificate of Formation of SunGard Securities Finance International LLC
3.78***   Limited Liability Company Agreement of SunGard Securities Finance International LLC
3.79*   Certificate of Formation of SunGard Shareholder Systems LLC
3.80*   Limited Liability Company Agreement of SunGard Shareholder Systems LLC
3.81*   Certificate of Incorporation of SunGard Software, Inc.
3.82*   By-laws of SunGard Software, Inc.
3.83******   Certificate of Incorporation of SunGard Systems International Inc.
3.84*   By-laws of SunGard Systems International Inc.
3.85*   Certificate of Formation of SunGard Technology Services LLC
3.86*   Limited Liability Company Agreement of SunGard Technology Services LLC
3.87****   Certificate of Formation of SunGard VeriCenter, Inc.
3.88****   By-Laws of SunGard VeriCenter, Inc.

 

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  3.89***   Certificate of Incorporation of SunGard VPM Inc.
  3.90***   By-laws of SunGard VPM Inc.
  3.91*   Certificate of Formation of SunGard Workflow Solutions LLC
  3.92*   Limited Liability Company Agreement of SunGard Workflow Solutions LLC
  4.1   Indenture, dated as of January 15, 2004, between SunGard Data Systems Inc. and The Bank of New York, as trustee (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission file No. 1-12989)).
  4.2   Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 9 1/8% Senior Notes and Senior Floating Rate Notes (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission file No. 1-12989)).
  4.3   Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 10 1/4% Senior Subordinated Notes (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission file No. 1-12989)).
  4.4   Indenture, dated as of September 29, 2008, among SunGard Data Systems Inc., Guarantors named therein and The Bank of New York Mellon, as Trustee, governing the 10.625% Senior Notes (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated September 29, 2008 and filed October 3, 2008 (Commission File No. 1-12989)).
  5.1†   Opinion of Simpson Thacher & Bartlett LLP
  5.2†   Opinion of Sheppard, Mullin, Richter & Hampton LLP
  5.3†   Opinions of Blank Rome LLP
  5.4†   Opinion of Ropes & Gray LLP
10.1   Lease, dated April 12, 1984, between SunGard and Broad and Noble Associates, Inc., relating to SunGard’s facility at 401 North Broad Street, Philadelphia, Pennsylvania, and Amendments thereto, dated October 18, 1989, September 30, 1991 and November 19, 1992 (“401 Lease”) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 0-14232)).
10.2   Amendment to 401 Lease, dated October 9, 1995 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (Commission File No. 0-14232)).
10.3   Amendment to 401 Lease, dated December 23, 1996 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (Commission File No. 0-14232)).
10.4   Amendment to 401 Lease, dated March 1997 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (Commission File No. 1-12989)).
10.5   Amendment to 401 Lease, dated December 18, 1997 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (Commission File No. 1-12989)).
10.6   Amendment to 401 Lease, dated June 9, 1999 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (Commission File No. 1-12989)).
10.7   Amendment to 401 Lease, dated June 29, 2000 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-12989)).

 

II-8


10.8   Amendment to 401 Lease, dated March 31, 2006 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (Commission File No. 1-12989)).
10.9   October 1999 Lease by and between Russo Family Limited Partnership and SunGard (as successor to Comdisco, Inc.); Amendment to Lease Agreement, dated November 15, 2001, by and between Russo Family Limited Partnership and SunGard; and Lease Assignment and Assumption Agreement, dated November 15, 2001, between Comdisco, Inc. and SunGard (each relating to SunGard’s facility at 777 Central Boulevard, Carlstadt, New Jersey) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-12989)).
10.10   August 2002 Lease Agreement between 760 Washington Avenue, L.L.C. and SunGard relating to SunGard’s facility at 760 Washington Avenue, Carlstadt, New Jersey (“760 Washington Lease”) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission File No. 1-12989)).
10.11   Amendment to 760 Washington Lease, dated May 16, 2003 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission File No. 1-12989)).
10.12   January 2005 Lease Agreement between 410 Commerce L.L.C. and SunGard relating to SunGard’s facility at 410 Commerce Boulevard, Carlstadt, New Jersey (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission File No. 1-12989)).
10.13   Credit Agreement, dated as of August 11, 2005, among Solar Capital Corp., the overseas borrowers party thereto, SunGard Holdco LLC, SunGard Data Systems Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party thereto, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Barclays Bank PLC and The Royal Bank of Canada, as Co-Documentation Agents (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.14   Amendment dated February 28, 2007 to Credit Agreement (incorporated by reference to the Exhibit filed with SunGard’s Current Report on Form 8-K dated February 28, 2007 and filed March 2, 2007 (Commission File No. 1-12989)).
10.15   Second Amendment dated September 29, 2008 to Credit Agreement (incorporated by reference to the Exhibit filed with SunGard’s Current Report on Form 8-K/A dated September 29, 2008 and filed October 6, 2008 (Commission File No. 1-12989)).
10.16   Amended and Restated Credit Agreement, dated as of June 9, 2009 (incorporated by reference to the Exhibit filed with SunGard’s Current Report on Form 8-K dated June 9, 2009 and filed June 10, 2009 (Commission File No. 1-12989)).
10.17   Guarantee Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.18   Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

 

II-9


10.19   Credit and Security Agreement, dated as of March 27, 2009, by and among SunGard AR Financing LLC as the Borrower, the financial institutions signatory thereto from time to time as the Lenders, and General Electric Capital Corporation as a Lender, as the Swing Line Lender and as the Administrative Agent (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Current Report on Form 8-K dated March 27, 2009 and filed on April 2, 2009 (Commission File No. 1-12989)).
10.20   Receivables Sale Agreement, dated as of March 27, 2009, by and among each of the persons signatory thereto from time to time as Sellers, SunGard AR Financing LLC as the Buyer, and SunGard Data Systems Inc., as the Seller Agent (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Current Report on Form 8-K dated March 27, 2009 and filed on April 2, 2009 (Commission File No. 1-12989)).
10.21   Seller Support Agreement, dated as of March 27, 2009, by SunGard Data Systems Inc., in favor of SunGard AR Financing LLC (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Current Report on Form 8-K dated March 27, 2009 and filed on April 2, 2009 (Commission File No. 1-12989)).
10.22   Intellectual Property Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.23   Form of Change in Control Agreement including the 30-Day Clause between SunGard Data Systems Inc. and certain key executives of SunGard Data Systems Inc., effective December 15, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated December 14, 2004 and filed on December 20, 2004).
10.24   Form of Change in Control Agreement not including the 30-Day Clause between SunGard Data Systems Inc. and certain key executives of SunGard Data Systems Inc., effective December 15, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated December 14, 2004 and filed on December 20, 2004).
10.25   Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.26   Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.27   Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. employed by a
  subsidiary of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.28   Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland employed by a subsidiary of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

 

II-10


10.29   Employment Agreement between Cristóbal Conde and SunGard Data Systems Inc., dated and effective as of August 11, 2005 (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.30   Employment Agreement between Eric Berg and SunGard, dated and effective as of October 9, 2007 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the year ended December 31, 2007 (Commission File No. 1-12989)).
10.31   Employment Agreement between Gil Santos and SunGard, dated and effective as of November 15, 2007 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the year ended December 31, 2007 (Commission File No. 1-12989)).
10.32   Agreement between James L. Mann and SunGard Data Systems Inc. dated August 16, 2002 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002 (Commission File No. 1-12989)), as amended by Amendment dated as of February 25, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (Commission File No. 1-12989)).
10.33  

SunGard 2005 Management Incentive Plan, as Amended May 12, 2009 (incorporated by reference to the Exhibits filed with the SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 (Commission File Nos. 000-53653, 000-53654 and 1-12989, respectively)).

10.34   SunGard Dividend Rights Plan as Amended September 6, 2007 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
10.35   Forms of Rollover Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.36   Forms of Time-Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.37   Forms of Performance Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.38   Form of Amendment to the Performance Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with Schedule TO of SunGard Capital Corp. and SunGard Capital Corp. II, each filed August 13, 2009 (Commission File Nos. 5-84880 and 5-84881, respectively))
10.39   Forms of Time-Based Restricted Stock Unit Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
10.40   Forms of Performance-Based Restricted Stock Unit Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
10.41   Form of Amendment to the Performance-Based Restricted Stock Unit Award Agreements (incorporated by reference to the Exhibits filed with Schedule TO of SunGard Capital Corp. and SunGard Capital Corp. II, each filed August 13, 2009 (Commission File Nos. 5-84880 and 5-84881, respectively))
10.42   Forms of Time-Based Class A Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).

 

II-11


10.43   Forms of Performance-Based Class A Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
10.44   Form of Amendment to the Performance-Based Class A Stock Option Award Agreements (incorporated by reference to the Exhibits filed with Schedule TO of SunGard Capital Corp. and SunGard Capital Corp. II, each filed August 13, 2009 (Commission File Nos. 5-84880 and 5-84881, respectively))
10.45   Summary Description of SunGard’s Annual Executive Incentive Compensation Program (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated May 16, 2006 and filed May 22, 2006 (Commission File No. 1-12989)).
10.46   Form of Indemnification Agreement entered into by SunGard with its directors and officers (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (Commission File No. 0-14232)).
10.47   Form of Indemnification Agreement between SunGard Capital Corporation, SunGard Capital Corporation II, SunGard Holding Corporation, SunGard HoldCo LLC, SunGard Data Systems Inc. and directors and certain executive officers of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.48   Stockholders Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.49   Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Persons who will be Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.50   Principal Investor Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and the Principal Investors (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.51   Amendment No. 2 to Principal Investor Agreement, dated as of January 31, 2008 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the year ended December 31, 2007 (Commission File No. 1-12989)).
10.52   Management Agreement, dated as of August 11, 2005, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Bain Capital Partners, LLC, Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners V Inc., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
12.1   Computations of Ratio of Earnings to Fixed Charges (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-12989)).
21.1   List of Subsidiaries (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-12989)).

 

II-12


23.1†   Consent of Simpson Thacher & Bartlett LLP (included as part of its opinion filed as Exhibit 5.1 hereto)
23.2†   Consent of Sheppard, Mullin, Richter & Hampton LLP (included as part of its opinion filed as Exhibit 5.2 hereto)
23.3†   Consent of Blank Rome LLP (included as part of its opinions filed as Exhibit 5.3 hereto)
23.4†   Consent of Ropes & Gray LLP (included as part of its opinion filed as Exhibit 5.4 hereto)
23.5******   Consent of PricewaterhouseCoopers LLP
23.6******   Consent of PricewaterhouseCoopers Audit, Independent Registered Public Accounting Firm for GL TRADE S.A. as of and for the year ended December 31, 2007.
23.7******   Consent of KPMG S.A., independent auditors for GL TRADE S.A. as of and for the years ended December 31, 2006 and 2005.
24.1******   Powers of Attorney
25.1*   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York with respect to the Indenture governing the 9 1/8% Senior Notes
25.2*   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York with respect to the Indenture governing the 10 1/4% Senior Subordinated Notes
25.3******   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York with respect to the Indentures governing the 10 5/8% Senior Notes due 2015 (incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-4 of SunGard Data Systems Inc. (File No. 333-160514) filed on September 15, 2009.

 

  * Incorporated by reference to the Registration Statement on Form S-4 of SunGard Data Systems Inc. (File No. 333-133383) filed on April 19, 2006.
** Incorporated by reference to the Amendment No. 1 to the Registration Statement on Form S-1 of SunGard Data Systems Inc. (File No. 333-135538) filed on July 31, 2006.
*** Incorporated by reference to the Registration Statement on Form S-1 of SunGard Data Systems Inc. (File No. 333-142356) filed on April 25, 2007.
**** Incorporated by reference to the Registration Statement on Form S-1 of SunGard Data System Inc. (File No. 333-150383) filed on April 22, 2008.
***** Incorporated by reference to the Amendment No. 1 to the Registration Statement on Form S-1 of SunGard Data Systems Inc. (File No. 333-150383) filed on May 9, 2008.
****** Previously filed.
Filed herewith.

(b) Financial Statement Schedules

None.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendments thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of

 

II-13


prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-14


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD DATA SYSTEMS INC.

By:

  *
  Name: Cristóbal Conde
  Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Cristóbal Conde

  

President, Chief Executive Officer and Director (Principal Executive Officer)

  October 15, 2009

*

Michael J. Ruane

  

Senior Vice President–Finance and Chief Financial Officer (Principal Financial Officer)

  October 15, 2009

*

Karen M. Mullane

  

Vice President and Controller (Principal Accounting Officer)

  October 15, 2009

*

Chinh E. Chu

  

Director

  October 15, 2009

*

John Connaughton

  

Director

  October 15, 2009

*

James H. Greene

  

Director

  October 15, 2009

*

Glenn H. Hutchins

  

Chairman of the Board of Directors

  October 15, 2009

*

James L. Mann

  

Director

  October 15, 2009

*

John Marren

  

Director

  October 15, 2009

*

Sanjeev Mehra

  

Director

  October 15, 2009

*

Julie Richardson

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-15


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

ADVANCED PORTFOLIO TECHNOLOGIES, INC.

By:

  *
  Name: Harold C. Finders
  Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-16


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

AUTOMATED SECURITIES CLEARANCE LLC

By:

  *
  Name: James E. Ashton III
  Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-17


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

BANCWARE LLC
By:   *
 

Name: Harold C. Finders

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-18


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

DERIVATECH RISK SOLUTIONS INC.

By:

  *
  Name: Harold C. Finders
 

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-19


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC.
By:   *
 

Name: Ron M. Lang

Title: President and Chief Executive Officer, SunGard Higher Education

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Ron M. Lang

  

President and Chief Executive Officer, SunGard Higher Education (Principal Executive Officer)

  October 15, 2009

*

John A. Milana

  

Senior Vice President—Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Ron M. Lang

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-20


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

INFLOW LLC

By:

  *
  Name: Eric A. Berg
 

Title:   President & Chief Executive Officer, SunGard Availability Services

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Eric A. Berg

  

President & Chief Executive Officer, SunGard Availability Services and Manager (Principal Executive Officer)

  October 15, 2009

*

Edward C. McKeever

  

Senior Vice President—Finance and Chief Financial Officer—SunGard Availability Services (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-21


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

ONLINE SECURITIES PROCESSING INC.

By:

  *
  Name: James E. Ashton III
  Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-22


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SIS EUROPE HOLDINGS LLC
By:   *
 

Name: Harold C. Finders

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Karen M. Mullane

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-23


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SRS DEVELOPMENT INC.
By:   *
  Name: Michael J. Ruane
  Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Michael J. Ruane

  

President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Eric A. Berg

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-24


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD ASIA PACIFIC INC.
By:   *
  Name: Harold C. Finders
  Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Vice President and Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-25


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD AVAILABILITY SERVICES LP
By:   *
  Name: Eric A. Berg
 

Title: President & Chief Executive Officer, SunGard Availability Services

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Eric A. Berg

  

President & Chief Executive Officer, SunGard Availability Services (Principal Executive Officer) and Manager of SunGard Technology Services LLC, the General Partner

  October 15, 2009

*

Edward C. McKeever

  

Senior Vice President—Finance and Chief Financial Officer—SunGard Availability Services (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Michael J. Ruane

  

Manager of the General Partner

  October 15, 2009

*

Victoria E. Silbey

  

Manager of the General Partner

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-26


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD AVAILABILITY SERVICES LTD.
By:   *
 

Name: Eric A. Berg

Title: Chief Executive Officer, SunGard Availability Services

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Eric A. Berg

  

Chief Executive Officer, SunGard Availability Services (Principal Executive Officer)

  October 15, 2009

*

 

Michael J. Ruane

  

Treasurer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Eric A. Berg

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-27


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD AVANTGARD LLC

By:

  *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-28


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD BUSINESS SYSTEMS LLC

By:

  *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-29


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD COMPUTER SERVICES LLC
By:   *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-30


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD CONSULTING SERVICES LLC

By:   *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-31


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD CORBEL LLC
By:   *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max. J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-32


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD CSA LLC
By:   *
 

Name: Darren Wesemann

Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Darren Wesemann

  

President, (Principal Executive Officer)

  October 15, 2009

*

Michael J. Ruane

  

Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-33


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD DEVELOPMENT CORPORATION

By:

  *
 

Name: Michael J. Ruane

Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Michael J. Ruane

  

President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Eric A. Berg

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-34


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD DIS INC.

By:

  *
 

Name: Michael J. Ruane

Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Michael J. Ruane

  

President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-35


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD ENERGY SYSTEMS INC.

By:

  *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-36


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD EPROCESS INTELLIGENCE LLC

By:

  *
 

Name: Harold C. Finders

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-37


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD ERISK INC.

By:

  *
 

Name: Harold C. Finders

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-38


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD FINANCIAL SYSTEMS LLC
By:   *
 

Name: James E. Ashton III

Title: Division Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Financial Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-39


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD HIGHER EDUCATION ADVANCEMENT INC.

By:

  *
 

Name: Ron M. Lang

Title: President and Group

         Chief Executive Officer—SunGard Higher          Education

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Ron M. Lang

  

President and Group
Chief Executive Officer—SunGard Higher Education and Director (Principal Executive Officer)

  October 15, 2009

*

John A. Milana

  

Senior Vice President and Group Chief Financial Officer—SunGard Higher Education (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

 

II-40


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD HIGHER EDUCATION INC.
By:   *
 

Name: Ron M. Lang

Title: President and Group

         Chief Executive Officer—SunGard Higher Education

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Ron M. Lang

  

President and Group
Chief Executive Officer—SunGard Higher Education and Director (Principal Executive Officer)

  October 15, 2009

*

John A. Milana

  

Senior Vice President—Finance and Group Chief Financial Officer—SunGard Higher Education (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-41


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD HIGHER EDUCATION MANAGED SERVICES INC.
By:   *
 

Name: Ron M. Lang

Title: Group Chief Executive Officer—SunGard Higher Education

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Ron M. Lang

  

Group Chief Executive Officer—SunGard Higher Education and Director (Principal Executive Officer)

  October 15, 2009

*

John A. Milana

  

Senior Vice President—Finance and Group Chief Financial Officer—SunGard Higher Education (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-42


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD INVESTMENT SYSTEMS LLC
By:   *
 

Name: Harold C. Finders

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-43


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD INVESTMENT VENTURES LLC
By:   *
 

Name: Michael J. Ruane

Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Michael J. Ruane

  

President, Treasurer and Manager (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Karen M. Mullane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-44


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD iWORKS LLC

By:

  *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max Broedlow

  

Division Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-45


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD iWORKS P&C (US) INC.

By:

  *
  Name: James E. Ashton III
  Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-46


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD KIODEX INC.

By:

  *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

*

James E. Ashton III

 

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

 

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

 

Director

  October 15, 2009

*

Michael J. Ruane

 

Director

  October 15, 2009

*

Victoria E. Silbey

 

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-47


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD NETWORK SOLUTIONS INC.

By:

  *
 

Name: Eric A. Berg

Title: Group President & Chief Executive Officer,

          SunGard Availability Services

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Eric A. Berg

  

Group President & Chief Executive Officer, SunGard Availability Services and Director (Principal Executive Officer)

  October 15, 2009

*

Edward C. McKeever

  

Senior Vice President—Finance and Group Chief Financial Officer—SunGard Availability Services (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-48


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD PUBLIC SECTOR INC.

By:   *
 

Name: Gilbert O. Santos

Title: Chief Executive Officer—Public Sector

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Gilbert O. Santos

  

Chief Executive Officer—Public Sector and Director (Principal Executive Officer)

  October 15, 2009

*

David D. Gathman

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-49


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD REFERENCE DATA SOLUTIONS LLC

By:

  *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-50


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD SAS HOLDINGS INC.

By:

  *
 

Name: Eric A. Berg

Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Eric A. Berg

  

President and Director
(Principal Executive Officer)

  October 15, 2009

*

Michael J. Ruane

  

Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-51


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD SECURITIES FINANCE LLC
By:   *
 

Name: Harold C. Finders

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-52


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD SECURITIES FINANCE

INTERNATIONAL LLC

By:

  *
 

Name: Harold C. Finders

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-53


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD SHAREHOLDER SYSTEMS LLC

By:

  *
 

Name: Harold C. Finders

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-54


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD SOFTWARE, INC.

By:

  *
 

Name: Michael J. Ruane

Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Michael J. Ruane

  

President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-55


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD SYSTEMS INTERNATIONAL INC.

By:

  *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-56


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD TECHNOLOGY SERVICES LLC

By:

  *
 

Name: Eric A. Berg

Title: Group President and Chief Executive Officer—SunGard Availability Services

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Eric A. Berg

  

Group President and Chief Executive Officer—SunGard Availability Services and Manager (Principal Executive Officer)

  October 15, 2009

*

Edward C. McKeever

  

Senior Vice President—Finance (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-57


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD VERICENTER, INC.

By:

  *
 

Name: Eric A. Berg

Title: Group President & Chief Executive Officer,

          SunGard Availability Services

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Eric A. Berg

  

Group President & Chief Executive Officer, SunGard Availability Services and Director (Principal Executive Officer)

  October 15, 2009

*

Edward C. McKeever

  

Senior Vice President—Finance and Group Chief Financial Officer—SunGard Availability Services (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-58


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

SUNGARD VPM INC.

By:

  *
  Name: Harold C. Finders
  Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

Harold C. Finders

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Dean B. Gluyas

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Director

  October 15, 2009

*

Michael J. Ruane

  

Director

  October 15, 2009

*

Victoria E. Silbey

  

Director

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-59


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on October 15, 2009.

 

SUNGARD WORKFLOW SOLUTIONS LLC
By:   *
 

Name: James E. Ashton III

Title: Division Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

James E. Ashton III

  

Division Chief Executive Officer (Principal Executive Officer)

  October 15, 2009

*

Max J. Broedlow

  

Division Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  October 15, 2009

*

Thomas J. McDugall

  

Manager

  October 15, 2009

*

Michael J. Ruane

  

Manager

  October 15, 2009

*

Victoria E. Silbey

  

Manager

  October 15, 2009
*By:   /S/    LESLIE S. BRUSH        
 

Leslie S. Brush

Attorney-in-fact

 

II-60

EX-5.1 2 dex51.htm OPINION OF SIMPSON THACHER & BARTLETT LLP Opinion of Simpson Thacher & Bartlett LLP

Exhibit 5.1

October 15, 2009

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as counsel to SunGard Data Systems Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedule I hereto (collectively, the “Schedule I Guarantors”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company, the Schedule I Guarantors and the subsidiaries of the Company listed on Schedule II hereto (the “Schedule II Guarantors” and, together with the Schedule I Guarantors, the “Guarantors”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the registration of (i) the Company’s 9 1/8% Senior Notes due 2013 (the “2013 Senior Notes”) and the guarantees issued by the Guarantors (the “2013 Senior Guarantees”) with respect to the 2013 Senior Notes, (ii) the Company’s 10 1/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes” and, together with the 2013 Senior Notes, the “Notes”) and the guarantees issued by the Guarantors (the “Senior Subordinated Guarantees” and, together with the 2013 Senior Guarantees, the “Guarantees”) with respect to the Senior Subordinated Notes, and (iii) the Company’s 10 5/8% Senior Notes due 2015 (the “2015 Senior Notes”) and the guarantees issued by the Guarantors (the “2015 Senior Guarantees”) with respect to the 2015 Senior Notes that the Company and the Guarantors intend to offer in exchange for the Company’s outstanding 10 5/8% Senior Notes due 2015 and the guarantees thereof, in each case to be offered solely for market-making purposes by an affiliate of the Company. The 2013 Senior Notes and the 2013 Senior Guarantees have been issued under an Indenture dated as of August 11, 2005 (the “2013 Senior Indenture”), as supplemented by the supplemental indentures set forth on Schedule III attached hereto, among the Company, Solar Capital Corp., a Delaware corporation which merged with and into the


Company (“Solar”), the Guarantors named therein and the Trustee and the Senior Subordinated Notes and the Senior Subordinated Guarantees have been issued under an Indenture dated as of August 11, 2005 (the “Senior Subordinated Indenture”), as supplemented by the supplemental indentures set forth on Schedule IV attached hereto among the Company, Solar, the Guarantors named therein and the Trustee. The 2015 Senior Notes and the 2015 Senior Guarantees will be issued under an Indenture dated as of September 29, 2008 (the “2015 Senior Indenture”) among the Company, the Guarantors named therein and the Trustee. The 2013 Senior Indenture, the 2015 Senior Indenture and the Senior Subordinated Indenture are referred to herein collectively as the “Indentures”.

We have examined the Registration Statement and the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indentures are the valid and legally binding obligations of the Trustee.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. The Notes constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2. The Guarantees constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

3. When the 2015 Senior Notes have been duly executed, authenticated, issued and delivered in accordance with the 2015 Senior Indenture, the 2015 Senior Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

 

2


4. When (a) the 2015 Senior Notes have been duly executed, authenticated, issued and delivered in accordance with the 2015 Senior Indenture and (b) the 2015 Senior Guarantees have been duly issued, the 2015 Senior Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (i) the laws of the State of California, (ii) the laws of the State of Florida or the Commonwealth of Pennsylvania, or (iii) the laws of the Commonwealth of Massachusetts, we have relied upon (a) the opinion of Sheppard, Mullin, Richter & Hampton LLP, dated the date hereof, (b) the opinion of Blank Rome LLP, dated the date hereof and (c) the opinion of Ropes & Gray LLP, dated the date hereof, respectively.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law and the Delaware Limited Liability Company Law (including, in each case, the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and, to the extent set forth herein, the laws of the States of California and Florida and of the Commonwealths of Pennsylvania and Massachusetts.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

 

3


Schedule I

Guarantors Incorporated or Formed in the States of New York or Delaware

 

Subsidiary    State of Incorporation or Formation

Advanced Portfolio Technologies, Inc.

   Delaware

Automated Securities Clearance LLC

   Delaware

BancWare LLC

   Delaware

Derivatech Risk Solutions Inc.

   Delaware

Inflow LLC

   Delaware

Online Securities Processing Inc.

   Delaware

SIS Europe Holdings LLC

   Delaware

SRS Development Inc.

   Delaware

SunGard Asia Pacific Inc.

   Delaware

SunGard Availability Services Ltd.

   Delaware

SunGard Business Systems LLC

   Delaware

SunGard Computer Services LLC

   Delaware

SunGard Consulting Services LLC

   Delaware

SunGard CSA LLC

   Delaware

SunGard Development Corporation

   Delaware

SunGard DIS Inc.

   Delaware

SunGard Energy Systems Inc.

   Delaware

SunGard eProcess Intelligence LLC

   Delaware

SunGard ERisk Inc.

   Delaware

SunGard Financial Systems LLC

   Delaware

SunGard Higher Education Advancement Inc.

   Delaware

SunGard Higher Education Inc.

   Delaware

SunGard Higher Education Managed Services Inc.

   Delaware

SunGard Investment Systems LLC

   Delaware

SunGard Investment Ventures LLC

   Delaware

SunGard iWORKS LLC

   Delaware

SunGard iWORKS P&C (US) Inc.

   Delaware

SunGard Kiodex Inc.

   Delaware

SunGard NetWork Solutions Inc.

   Delaware

SunGard Reference Data Solutions LLC

   Delaware

SunGard SAS Holdings Inc.

   Delaware

SunGard Securities Finance LLC

   Delaware

SunGard Securities Finance International LLC

   Delaware

SunGard Shareholder Systems LLC

   Delaware

SunGard Software, Inc.

   Delaware

SunGard Technology Services LLC

   Delaware

SunGard VeriCenter, Inc.

   Delaware

SunGard VPM Inc.

   New York

SunGard Workflow Solutions LLC

   Delaware

 

4


Schedule II

Guarantors Incorporated or Formed in Jurisdictions other than the States of New York or

Delaware

 

Subsidiary    State of Incorporation or Formation

Exeter Educational Management Systems, Inc.

   Massachusetts

SunGard Availability Services LP

   Pennsylvania

SunGard AvantGard LLC

   California

SunGard Corbel LLC

   California

SunGard Public Sector Inc.

   Florida

SunGard Systems International Inc.

   Pennsylvania

 

5


Schedule III

Supplemental Indenture No. 1, dated as of May 25, 2006, among SunGard ERisk Inc., The GetPaid LLC and the Trustee

Supplemental Indenture No. 2, dated as of August 14, 2006, between SunGard SSF Canada Holdings Inc. and the Trustee

Supplemental Indenture No. 3, dated as of October 13, 2006, between SunGard ProNvest Inc., SunGard Signix Inc. and the Trustee

Supplemental Indenture No. 4, dated as of December 4, 2006, between Integrated Business Systems, Inc. and the Trustee

Supplemental Indenture No. 5, dated as of December 19, 2006, between Automated Financial Systems Corporation and the Trustee

Supplemental Indenture No. 6, dated as of December 31, 2006, between SunGard iWORKS Holdings Inc. and the Trustee

Supplemental Indenture No. 7, dated as of December 31, 2006, between SunGard iWORKS Holdings P&C (US) Inc. and the Trustee

Supplemental Indenture No. 8, dated as of December 31, 2006, between SunGard iWORKS P&C (US) Inc. and the Trustee

Supplemental Indenture No. 9, dated as of January 19, 2007, between SunGard Institutional Products LLC and the Trustee

Supplemental Indenture No. 10, dated as of February 13, 2007, between SunGard AvantGard (US) Inc. and the Trustee

Supplemental Indenture No. 11, dated as of March 13, 2007, between Aceva Technologies LLC and the Trustee

Supplemental Indenture No. 12, dated as of March 13, 2007, between SunGard VeriCenter, Inc. and the Trustee

Supplemental Indenture No. 13, dated as of October 15, 2007, between Applied Securities Technical Evaluation & Consulting Inc. and the Trustee

Supplemental Indenture No. 14, dated as of October 15, 2007, between Cooperative Research Solutions Inc. and the Trustee

Supplemental Indenture No. 15, dated as of December 12, 2007, between Wall Street Concepts LLC and the Trustee

Supplemental Indenture No. 16, dated as of March 18, 2008, between Advanced Portfolio Technologies, Inc. and the Trustee

 

6


Schedule IV

Supplemental Indenture No. 1, dated as of May 25, 2006, among SunGard ERisk Inc., The GetPaid LLC and the Trustee

Supplemental Indenture No. 2, dated as of August 14, 2006, between SunGard SSF Canada Holdings Inc. and the Trustee

Supplemental Indenture No. 3, dated as of October 13, 2006, between SunGard ProNvest Inc., SunGard Signix Inc. and the Trustee

Supplemental Indenture No. 4, dated as of December 4, 2006, between Integrated Business Systems, Inc. and the Trustee

Supplemental Indenture No. 5, dated as of December 19, 2006, between Automated Financial Systems Corporation and the Trustee

Supplemental Indenture No. 6, dated as of December 31, 2006, between SunGard iWORKS Holdings Inc. and the Trustee

Supplemental Indenture No. 7, dated as of December 31, 2006, between SunGard iWORKS Holdings P&C (US) Inc. and the Trustee

Supplemental Indenture No. 8, dated as of December 31, 2006, between SunGard iWORKS P&C (US) Inc. and the Trustee

Supplemental Indenture No. 9, dated as of January 19, 2007, between SunGard Institutional Products LLC and the Trustee

Supplemental Indenture No. 10, dated as of February 13, 2007, between SunGard AvantGard (US) Inc. and the Trustee

Supplemental Indenture No. 11, dated as of March 13, 2007, between Aceva Technologies LLC and the Trustee

Supplemental Indenture No. 12, dated as of March 13, 2007, between SunGard VeriCenter, Inc. and the Trustee

Supplemental Indenture No. 13, dated as of October 15, 2007, between Applied Securities Technical Evaluation & Consulting Inc. and the Trustee

Supplemental Indenture No. 14, dated as of October 15, 2007, between Cooperative Research Solutions Inc. and the Trustee

Supplemental Indenture No. 15, dated as of December 12, 2007, between Wall Street Concepts LLC and the Trustee

Supplemental Indenture No. 16, dated as of March 18, 2008, between Advanced Portfolio Technologies, Inc. and the Trustee

 

7

EX-5.2 3 dex52.htm OPINION OF SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Opinion of Sheppard, Mullin, Richter & Hampton LLP

Exhibit 5.2

October 15, 2009

Our File Number: 0VWN-066088

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Re: SunGard Data Systems Inc. – Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel in the State of California for SunGard Corbel LLC, a California limited liability company (“Corbel”), and SunGard AvantGard LLC, a California limited liability company (“AvantGard”) (each, a “Guarantor” and collectively, the “Guarantors”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by SunGard Data Systems Inc., a Delaware corporation (the “Company”), the Guarantors and certain other guarantors with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of (i) the Company’s 9 1/8% Senior Notes due 2013 (the “Senior Notes due 2013”) and the guarantees issued by the Guarantors and certain other guarantors (the “Senior Guarantees of Senior Notes due 2013”) with respect to the Senior Notes due 2013, (ii) the Company’s 10 5/8% Senior Notes due 2015 (the “Senior Notes due 2015”) and the guarantees issued by the Guarantors and certain other guarantors (the “Senior Guarantees of Senior Notes due 2015”) with respect to the Senior Notes due 2015 and (iii) the Company’s 10 1/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes”) and the guarantees issued by the Guarantors and certain other guarantors (the “Senior Subordinated Guarantees” and, together with the Senior Guarantees of Senior Notes due 2013, and Senior Guarantees of Senior Notes due 2015, the “Guarantees”) with respect to the Senior Subordinated Notes, in each case to be offered solely for market-making purposes by an affiliate of the Company. The Senior Notes due 2013 and the Senior Guarantees of Senior Notes due 2013 have been issued under and pursuant to the Indenture dated as of August 11, 2005, as supplemented by the supplemental indentures described on Schedule I attached hereto and made a part hereof (as supplemented, the “2005 Senior Indenture”), among the Company, Solar Capital Corp., a Delaware corporation which merged with and into the Company (“Solar”), the Guarantors, certain other guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). The Senior Notes due 2015 and Senior Guarantees of Senior Notes due 2015 will be issued under an indenture dated as of September 29, 2008 (the “2008 Senior Indenture”) among the Company, the Guarantors, certain other guarantors and the Trustee. The Senior Subordinated Notes and the Senior Subordinated Guarantees have been issued under and pursuant to an Indenture dated as of August 11, 2005, as supplemented by the supplemental indentures described on Schedule II attached hereto and made a part hereof (as supplemented, the “Senior Subordinated Indenture” and, together with the 2005 Senior Indenture and the 2008 Senior


SunGard Data Systems Inc.

October 15, 2009

Page 2

 

Indenture, the “Indentures”) among the Company, Solar, the Guarantors, certain other guarantors and the Trustee.

In connection with this opinion, we have examined the Registration Statement and the Indentures. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing and upon originals, or duplicates or certified or conformed copies, of such limited liability company records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Guarantors, and have made such other investigations, as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

As used in this opinion, the expressions “to our knowledge” or “known to us” with reference to matters of fact refer to the current actual knowledge of the attorneys within the firm with primary responsibility for the transactions covered by this opinion. Except to the extent expressly set forth herein we have not undertaken any independent investigation to determine the accuracy or completeness of such statement (including without limitation any examination of any records of any court or governmental agency or body, or documents in our files or otherwise made available to us by any Guarantor), and no inference as to the accuracy or completeness of such statement should be drawn from our representation of the Guarantors or our rendering the opinions set forth below.

Based on the foregoing, but subject to the qualifications and limitations expressed below, we are of the opinion that:

1. Each Guarantor (a) has been duly formed and is validly existing and in good standing as a limited liability company under the law of the State of California, and (b) has the limited liability company power and authority to conduct its business as described in the Registration Statement.

2. Each of the Indentures has been duly authorized, executed and delivered by the Guarantors party thereto.

3. The issuance of the Guarantees by the Guarantors, and the performance by the Guarantors of the Indentures, will not violate the certificate of formation or operating agreement of any Guarantor, or any California statute, rule or regulation applicable to any Guarantor or any order known to us issued pursuant to any California statute by any California court or


SunGard Data Systems Inc.

October 15, 2009

Page 3

 

governmental agency or body having jurisdiction over the Guarantors or any of their respective properties.

4. No consent, approval, authorization, order, registration or qualification of or with any California governmental agency or body or, to our knowledge, any California court is required for the issuance of the Guarantees by the Guarantors party thereto or the compliance by the Guarantors with all of the provisions of the Indentures.

In rendering the opinions set forth in paragraph 1 above as to the good standing of the Guarantors, we have relied exclusively on certificates of public officials.

The opinions herein expressed are subject to the following qualifications and limitations:

(1) The effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination.

(2) Limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of any of the Guarantees or the Indentures.

(3) We express no opinion as to the effect on the opinions expressed herein of (i) compliance or non-compliance by any party to the Indentures (in each case, other than the Guarantors) with any laws or regulations applicable to it, or (ii) the legal or regulatory status or the nature of the business of any such party (other than the Guarantors).

Our opinions in Paragraphs 3 and 4, above, are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to issuers and guarantors in note transactions; provided that we express no opinion as to (1) any federal or state securities laws or regulations, (2) any federal or state tax laws or regulations, (3) any federal or state banking or insurance laws or regulations, (4) any law, rule or regulation relating to patents, trademarks, copyrights or licenses, (5) any pension or employee benefit laws or regulations, (6) any federal or state antitrust or unfair competition laws or regulations, (7) any fraudulent transfer or fraudulent conveyance laws, (8) compliance by any party with any fiduciary duty requirements; (9) any statutes, ordinances, administrative decisions, rules or regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the state or regional level) or judicial decisions to the extent that they deal with any of the foregoing, (10) any racketeering laws or regulations, (11) any health and safety laws or regulations, (12) any labor laws or regulations, (13) any laws, regulations and policies concerning (i) national or local emergency, (ii) possible judicial


SunGard Data Systems Inc.

October 15, 2009

Page 4

 

deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws, and (14) other state statutes of general application to the extent they provide for criminal prosecution.

We express no opinion as to any law other than the law of the State of California.

Our opinions are rendered as of the date hereof, and we assume no obligation to advise you of changes that may hereafter be brought to our attention. This opinion letter is rendered to you in connection with the matters described herein. This opinion letter may not be relied upon by you for any other purpose. Copies of this opinion may be furnished to your counsel, Simpson Thacher & Bartlett LLP, which may rely upon the opinion set forth herein as though addressed to it, subject to the qualifications and limitations related thereto. We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

 

  Very truly yours,
  /s/ Sheppard Mullin Richter & Hampton LLP

SHEPPARD MULLIN RICHTER & HAMPTON LLP

 


Schedule I

Supplements to the 2005 Senior Indenture

Supplemental Indenture No. 1, dated as of May 25, 2006, among SunGard ERisk Inc., The GetPaid LLC and the Trustee;

Supplemental Indenture No. 2, dated as of August 14, 2006, between SunGard SSF Canada Holdings Inc. and the Trustee;

Supplemental Indenture No. 3, dated as of October 13, 2006, between SunGard ProNvest Inc., SunGard Signix Inc. and the Trustee;

Supplemental Indenture No. 4, dated as of December 4, 2006, between Integrated Business Systems, Inc. and the Trustee;

Supplemental Indenture No. 5, dated as of December 19, 2006, between Automated Financial Systems Corporation and the Trustee;

Supplemental Indenture No. 6, dated as of December 31, 2006, between SunGard iWORKS Holdings Inc. and the Trustee;

Supplemental Indenture No. 7, dated as of December 31, 2006, between SunGard iWORKS Holdings P&C (US) Inc. and the Trustee;

Supplemental Indenture No. 8, dated as of December 31, 2006, between SunGard iWORKS P&C (US) Inc. and the Trustee;

Supplemental Indenture No. 9, dated as of January 19, 2007, between SunGard Institutional Products LLC and the Trustee;

Supplemental Indenture No. 10, dated as of February 13, 2007, between SunGard AvantGard (US) Inc. and the Trustee;

Supplemental Indenture No. 11, dated as of March 13, 2007, between Aceva Technologies LLC and the Trustee;

Supplemental Indenture No. 12, dated as of September 12, 2007, between SunGard VeriCenter Inc. and the Trustee;

Supplemental Indenture No. 13, dated as of October 15, 2007, between Applied Securities Technical Evaluation & Consulting, Inc. and the Trustee;

Supplemental Indenture No. 14, dated as of October 15, 2007, between Cooperative Research Services, Inc. and the Trustee;

Supplemental Indenture No. 15, dated as of December 12, 2007, between Wall Street Concepts LLC and the Trustee; and

 

Schedule I – Page 1


 

Supplemental Indenture No. 16, dated as of March 18, 2008, between Advanced Portfolio Technologies, Inc. and the Trustee.


Schedule II

Supplements to the Senior Subordinated Indenture

Supplemental Indenture No. 1, dated as of May 25, 2006, among SunGard ERisk Inc., The GetPaid LLC and the Trustee;

Supplemental Indenture No. 2, dated as of August 14, 2006, between SunGard SSF Canada Holdings Inc. and the Trustee;

Supplemental Indenture No. 3, dated as of October 13, 2006, between SunGard ProNvest Inc., SunGard Signix Inc. and the Trustee;

Supplemental Indenture No. 4, dated as of December 4, 2006, between Integrated Business Systems, Inc. and the Trustee;

Supplemental Indenture No. 5, dated as of December 19, 2006, between Automated Financial Systems Corporation and the Trustee;

Supplemental Indenture No. 6, dated as of December 31, 2006, between SunGard iWORKS Holdings Inc. and the Trustee;

Supplemental Indenture No. 7, dated as of December 31, 2006, between SunGard iWORKS Holdings P&C (US) Inc. and the Trustee;

Supplemental Indenture No. 8, dated as of December 31, 2006, between SunGard iWORKS P&C (US) Inc. and the Trustee;

Supplemental Indenture No. 9, dated as of January 19, 2007, between SunGard Institutional Products LLC and the Trustee;

Supplemental Indenture No. 10, dated as of February 13, 2007, between SunGard AvantGard (US) Inc. and the Trustee;

Supplemental Indenture No. 11, dated as of March 13, 2007, between Aceva Technologies LLC and the Trustee;

Supplemental Indenture No. 12, dated as of September 12, 2007, between SunGard VeriCenter Inc. and the Trustee;

Supplemental Indenture No. 13, dated as of October 15, 2007, between Applied Securities Technical Evaluation & Consulting, Inc. and the Trustee;

Supplemental Indenture No. 14, dated as of October 15, 2007, between Cooperative Research Services, Inc. and the Trustee;

Supplemental Indenture No. 15, dated as of December 12, 2007, between Wall Street Concepts LLC and the Trustee; and

 

Schedule II – Page 3


 

Supplemental Indenture No. 16, dated as of March 18, 2008, between Advanced Portfolio Technologies, Inc. and the Trustee.

EX-5.3 4 dex53.htm OPINION OF BLANK ROME LLP Opinion of Blank Rome LLP

Exhibit 5.3

 

Phone:

   215-569-5500   

Fax:

   215-569-5555   

Email:

   www.blankrome.com   

October 15, 2009

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Florida 19087

Ladies and Gentlemen:

We have acted as special Florida counsel to SunGard Public Sector Inc. (formerly known as SunGard HTE Inc.), a Florida corporation (“Florida Guarantor”) in connection with (i) the guarantee issued by the Florida Guarantor (the “2013 Senior Guarantee”) relating to the registration by SunGard Data Systems Inc., a Delaware corporation (the “Company”), of the Company’s 9 1/8% Senior Notes due 2013 (the “2013 Senior Notes”) and (ii) the guarantee issued by the Florida Guarantor (the “Senior Subordinated Guarantee”) relating to the registration by the Company of the Company’s 10 1/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes”), in each case to be offered solely for market-making purposes by an affiliate of the Company. The 2013 Senior Notes and 2013 Senior Guarantee have been issued under an indenture dated as of August 11, 2005 (the “2013 Senior Indenture”) among the Company, Solar Capital Corp., a Delaware corporation which merged with and into the Company (“Solar”), the Florida Guarantor, certain other affiliates of the Company, and The Bank of New York, as trustee (the “Trustee”), and the Senior Subordinated Notes and the Senior Subordinated Guarantee have been issued under an indenture dated as of August 11, 2005 (the “Senior Subordinated Indenture”) among the Company, Solar, the Florida Guarantor, certain other affiliates of the Company, and the Trustee. We also have acted as special Florida counsel to the Florida Guarantor in connection with the guarantee issued by the Florida Guarantor (the “2015 Senior Guarantee” and, together with the 2013 Senior Guarantee and the Senior Subordinated Guarantee, the “Guarantees”) relating to the registration by the Company of the Company’s 10 5/8% Senior Notes due 2015 (the “2015 Senior Notes” and, together with the 2013 Senior Notes and the Senior Subordinated Notes, the “Notes”) that the Company intends to offer in exchange for the Company’s outstanding 10 5/8% Senior Notes due 2015. The 2015 Senior Notes and 2015 Senior Guarantee will be issued under an indenture dated as of September 29, 2008 (the “2015 Senior Indenture” and, together with the 2013 Senior Indenture and the Senior Subordinated Indenture, the “Indentures”) among the Company, the Florida Guarantor, certain other affiliates of the Company, and the Trustee.

In rendering the opinions herein, we have examined only (i) copies, as executed or issued, as the case may be, of (A) the Indentures and (B) the Guarantees whose terms are set forth in the Indentures (the Indentures and Guarantees are collectively referred to herein as the “Notes Documents”); and (ii) originals or photostatic or certified copies of the records,


SunGard Data Systems Inc.

October 15, 2009

Page 2

 

certificates of public officials, certificates of officers of the Florida Guarantor, public records and other documents set forth on Exhibit A.

We have assumed and relied upon, as to matters of fact and mixed questions of law and fact, the truth, accuracy and completeness of all factual matters set forth in the certificates listed on Exhibit A attached hereto, and the representations and warranties of all parties made pursuant to or in connection with the Notes Documents, or any thereof. We also have assumed the authenticity of the certificates of government officials referenced on Exhibit A. Our opinion in paragraph 2 is based solely on a review of those state-level Florida statutes and regulations which, in our experience, are normally applicable to notes offerings, generally.

As special Florida counsel to the Florida Guarantor for purposes of the execution and delivery (or issuance, as the case may be) of the Notes Documents, our services are limited to specific matters referred to us by it. Consequently, we do not have knowledge of many transactions in which the Florida Guarantor has engaged or its day-to-day operations and activities.

Whenever our opinions in this letter, with respect to the existence or absence of facts, are based on our knowledge, it is intended to signify that during the course of our representation of the Florida Guarantor in connection with the Notes Documents, including our review of the documents as described in this letter above, no information has come to the attention of those attorneys in this law firm who have actively participated in the preparation of this letter which has given them actual knowledge of the existence of any facts to the contrary. However, except for the document review specifically set forth in this letter above, we have not undertaken any independent investigation to determine the existence or absence of any facts material to our opinions herein, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Florida Guarantor. In addition, except as specifically described in this letter, we have not made an independent search of the books and records of any entity, or the public records of any jurisdiction.

Our opinions in the numbered paragraphs below are qualified in all respects by the scope of our document examination described above.

In connection with this opinion letter, we have, with your consent, and without any independent investigation, assumed that:

(a) Each of the Notes Documents has been duly executed and delivered (or issued, as the case may be) by all parties thereto other than the Florida Guarantor who is party thereto.


SunGard Data Systems Inc.

October 15, 2009

Page 3

 

(b) All factual matters contained in the Notes Documents are true and correct and are not inconsistent with the opinions set forth in this letter.

(c) All signatures on all documents submitted to us for examination are genuine.

(d) All documents submitted to us as originals are authentic, all documents submitted to us as copies (certified or photocopies) conform to the original, and the originals of all documents submitted as copies are authentic.

(e) All public records reviewed by us are accurate and complete.

(f) All natural persons who are parties to any of the Notes Documents have the legal capacity to execute, deliver and perform same.

The opinions herein are limited to the laws of the State of Florida, and we have made no investigation of the laws of any other jurisdiction (including the laws of the United States) and express no opinion as to the laws of any such other jurisdiction within or outside the United States. In rendering the opinions in this letter, we have assumed compliance with all such other laws.

Based solely upon and subject to the qualifications, assumptions, exceptions and limitations heretofore and hereafter set forth, it is our opinion that:

1. The Florida Guarantor’s execution and delivery (or issuance, as the case may be) of the Notes Documents have been duly authorized by all necessary corporate action on the part of the Florida Guarantor, and each such Notes Document has been duly executed and delivered or issued (as the case may be) by the Florida Guarantor.

2. Except as disclosed in any of the Notes Documents or any of the schedules or exhibits thereto, the issuance of the Guarantees by the Florida Guarantor and the execution and delivery of the Indentures by the Florida Guarantor do not violate any statute or regulation of the State of Florida.

Anything in this letter to the contrary notwithstanding, we express no opinion whatsoever regarding the following:

(i) the validity, binding nature or enforceability of any of the Notes Documents or any of their respective provisions;


SunGard Data Systems Inc.

October 15, 2009

Page 4

 

(ii) the existence, condition or state of title of, or rights in, any property purported to be owned or held by the Florida Guarantor;

(iii) the truth, accuracy or completeness of any representation or warranty made by the Florida Guarantor in any Notes Document or any other agreement, document or instrument reviewed by us in connection with this letter or the ability of the Florida Guarantor to perform any covenant or undertaking in any of the Notes Documents to which it is a party;

(iv) the compliance of the Florida Guarantor or the transactions contemplated by the Notes Documents with environmental laws or zoning, subdivision, land use, building or any other local laws, codes, regulations, ordinances or similar requirements; or

(v) the compliance of the Florida Guarantor or the transactions contemplated by the Notes Documents with: (a) any law of any county, town, municipality or other political subdivision of the State of Florida below the state level; (b) any law or regulation concerning taxation, labor, employee benefits, health care, patents, trademarks or copyrights; or (c) any law or regulation concerning fraudulent conveyances, securities, antitrust or unfair competition.

The opinions expressed herein have been issued solely in connection with the matters described herein. We hereby authorize Simpson Thacher & Bartlett LLP to rely on this opinion letter in rendering its opinion of even date herewith in connection with the matters described herein. The opinions expressed herein are strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is not a guarantee and should not be construed or relied on as such.

We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement on S-1 (the “Registration Statement”) filed by the Company and the Florida Guarantor with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

The opinions expressed herein are issued as of the date of this letter, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may occur hereafter.

Very truly yours,

/s/ Blank Rome LLP

BLANK ROME LLP


Exhibit A

 

1. The Good Standing Certificate of SunGard Public Sector Inc. (“SPS”) issued by the Secretary of the State of Florida on October 8, 2009.

 

2. The Action by Unanimous Written Consent of the board of directors of SPS dated August 11, 2005.

 

3. The Action by Unanimous Written Consent of the board of directors of SPS dated September 24, 2008.

 

4. The Amended and Restated Articles of Incorporation of SPS filed with the Secretary of the State of Florida on March 17, 2003, as amended, as provided to us by the Company and certified by the Secretary of SPS.

 

5. The bylaws of SPS provided to us by the Company and certified by the Secretary of SPS.

 

6. The Secretary’s Certificate dated August 11, 2005 signed by the Secretary of SPS, and attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Documents, the Articles of Incorporation of SPS, the bylaws of SPS, and incumbency of certain officers executing the Notes Documents.

 

7. The Secretary’s Certificate dated September 29, 2008 signed by the Secretary of SPS, and attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Documents, the Articles of Incorporation of SPS, the bylaws of SPS, and incumbency of certain officers executing the Notes Documents.

 


Phone:

   215-569-5500   

Fax:

   215-569-5555   

Email:

   www.blankrome.com   

October 15, 2009

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as special Pennsylvania counsel to SunGard Availability Services LP, a Pennsylvania limited partnership (“SAS”) and SunGard Systems International Inc., a Pennsylvania corporation (“SSI”) (each a “Pennsylvania Guarantor” and collectively the “Pennsylvania Guarantors”) in connection with (i) the guarantees issued by the Pennsylvania Guarantors (the “2013 Senior Guarantees”) relating to the registration by SunGard Data Systems Inc., a Delaware corporation (the “Company”), of the Company’s 9 1/8% Senior Notes due 2013 (the “2013 Senior Notes”) and (ii) the guarantees issued by the Pennsylvania Guarantors (the “Senior Subordinated Guarantees”) relating to the registration by the Company of the Company’s 10 1/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes”), in each case to be offered solely for market-making purposes by an affiliate of the Company. The 2013 Senior Notes and 2013 Senior Guarantees have been issued under an indenture dated as of August 11, 2005 (the “2013 Senior Indenture”) among the Company, Solar Capital Corp., a Delaware corporation which merged with and into the Company (“Solar”), the Pennsylvania Guarantors, certain other affiliates of the Company, and The Bank of New York, as trustee (the “Trustee”), and the Senior Subordinated Notes and the Senior Subordinated Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Subordinated Indenture”) among the Company, Solar, the Pennsylvania Guarantors, certain other affiliates of the Company, and the Trustee. We also have acted as special Pennsylvania counsel to the Pennsylvania Guarantors in connection with the guarantees issued by the Pennsylvania Guarantors (the “2015 Senior Guarantees” and, together with the 2013 Senior Guarantees and the Senior Subordinated Guarantees, the “Guarantees”) relating to the registration by the Company of the Company’s 10 5/8% Senior Notes due 2015 (the “2015 Senior Notes” and, together with the 2013 Senior Notes and the Senior Subordinated Notes, the “Notes”) that the Company intends to offer in exchange for the Company’s outstanding 10 5/8% Senior Notes due 2015. The 2015 Senior Notes and 2015 Senior Guarantees will be issued under an indenture dated as of September 29, 2008 (the “2015 Senior Indenture” and, together with the 2013 Senior Indenture and the Senior Subordinated Indenture, the “Indentures”) among the Company, the Pennsylvania Guarantors, certain other affiliates of the Company, and the Trustee.

In rendering the opinions herein, we have examined only (i) copies, as executed or issued, as the case may be, of (A) the Indentures and (B) the Guarantees whose terms are set forth in the Indentures (the Indentures and Guarantees are collectively referred to herein as the


“Notes Documents”); and (ii) originals or photostatic or certified copies of the records, certificates of public officials, certificates of officers of each of the Pennsylvania Guarantors, public records and other documents set forth on Exhibit A.

We have assumed and relied upon, as to matters of fact and mixed questions of law and fact, the truth, accuracy and completeness of all factual matters set forth in the certificates listed on Exhibit A attached hereto, and the representations and warranties of all parties made pursuant to or in connection with the Notes Documents, or any thereof. We also have assumed the authenticity of the certificates of government officials referenced on Exhibit A. Our opinion in paragraph 2 is based solely on a review of those state-level Pennsylvania statutes and regulations which, in our experience, are normally applicable to notes offerings, generally.

As special Pennsylvania counsel to the Pennsylvania Guarantors for purposes of the execution and delivery (or issuance, as the case may be) of the Notes Documents, our services are limited to specific matters referred to us by them. Consequently, we do not have knowledge of many transactions in which any of the Pennsylvania Guarantors has engaged or its day-to-day operations and activities.

Whenever our opinions in this letter, with respect to the existence or absence of facts, are based on our knowledge, it is intended to signify that during the course of our representation of the Pennsylvania Guarantors in connection with the Notes Documents, including our review of the documents as described in this letter above, no information has come to the attention of those attorneys in this law firm who have actively participated in the preparation of this letter which has given them actual knowledge of the existence of any facts to the contrary. However, except for the document review specifically set forth in this letter above, we have not undertaken any independent investigation to determine the existence or absence of any facts material to our opinions herein, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of any of the Pennsylvania Guarantors. In addition, except as specifically described in this letter, we have not made an independent search of the books and records of any entity, or the public records of any jurisdiction.

Our opinions in the numbered paragraphs below are qualified in all respects by the scope of our document examination described above.

In connection with this opinion letter, we have, with your consent, and without any independent investigation, assumed that:

(a) Each of the Notes Documents has been duly executed and delivered (or issued, as the case may be) by all parties thereto other than the Pennsylvania Guarantors who are party thereto.

(b) All factual matters contained in the Notes Documents are true and correct and are not inconsistent with the opinions set forth in this letter.

 

2


(c) All signatures on all documents submitted to us for examination are genuine.

(d) All documents submitted to us as originals are authentic, all documents submitted to us as copies (certified or photocopies) conform to the original, and the originals of all documents submitted as copies are authentic.

(e) All public records reviewed by us are accurate and complete.

(f) All natural persons who are parties to any of the Notes Documents have the legal capacity to execute, deliver and perform same.

The opinions herein are limited to the laws of the Commonwealth of Pennsylvania, and we have made no investigation of the laws of any other jurisdiction (including the laws of the United States) and express no opinion as to the laws of any such other jurisdiction within or outside the United States. In rendering the opinions in this letter, we have assumed compliance with all such other laws.

Based solely upon and subject to the qualifications, assumptions, exceptions and limitations heretofore and hereafter set forth, it is our opinion that:

1. Each Pennsylvania Guarantor’s execution and delivery (or issuance, as the case may be) of the Notes Documents have been duly authorized by all necessary corporate or limited partnership action, as applicable, on the part of such Pennsylvania Guarantor, and each such Notes Document has been duly executed and delivered or issued (as the case may be) by such Pennsylvania Guarantor.

2. Except as disclosed in any of the Notes Documents or any of the schedules or exhibits thereto, the issuance of the Guarantees by the Pennsylvania Guarantors and the execution and delivery of the Indentures by the Pennsylvania Guarantors do not violate any statute or regulation of the Commonwealth of Pennsylvania.

Anything in this letter to the contrary notwithstanding, we express no opinion whatsoever regarding the following:

(i) the validity, binding nature or enforceability of any of the Notes Documents or any of their respective provisions;

(ii) the existence, condition or state of title of, or rights in, any property purported to be owned or held by any of the Pennsylvania Guarantors;

(iii) the truth, accuracy or completeness of any representation or warranty made by any Pennsylvania Guarantor in any Notes Document or any other agreement, document or instrument reviewed by us in connection with this letter or the ability of any Pennsylvania Guarantor to perform any covenant or undertaking in any of the Notes Documents to which it is a party;

 

3


(iv) the compliance of any Pennsylvania Guarantor or the transactions contemplated by the Notes Documents with environmental laws or zoning, subdivision, land use, building or any other local laws, codes, regulations, ordinances or similar requirements; or

(v) the compliance of any Pennsylvania Guarantor or the transactions contemplated by the Notes Documents with: (a) any law of any county, town, municipality or other political subdivision of the Commonwealth of Pennsylvania below the state level; (b) any law or regulation concerning taxation, labor, employee benefits, health care, patents, trademarks or copyrights; or (c) any law or regulation concerning fraudulent conveyances, securities, antitrust or unfair competition.

The opinions expressed herein have been issued solely in connection with the matters described herein. We hereby authorize Simpson Thacher & Bartlett LLP to rely on this opinion letter in rendering its opinion of even date herewith in connection with the matters described herein. The opinions expressed herein are strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is not a guarantee and should not be construed or relied on as such.

We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement on S-1 (the “Registration Statement”) filed by the Company and the Pennsylvania Guarantors with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

The opinions expressed herein are issued as of the date of this letter, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may occur hereafter.

Very truly yours,

/s/ Blank Rome LLP

BLANK ROME LLP

 

4


Exhibit A

 

  1. The Subsistence Certificate of SAS issued by the Secretary of the Commonwealth of Pennsylvania on October 7, 2009.

 

  2. The Subsistence Certificate of SSI issued by the Secretary of the Commonwealth of Pennsylvania on October 7, 2009.

 

  3. The Action by Unanimous Written Consent of the Board of Directors of SunGard Technology Services (“STS”), as the general partner of SAS, dated August 11, 2005.

 

  4. The Action by Unanimous Written Consent of the Board of Directors of STS, dated August 11, 2005.

 

  5. The Action by Unanimous Written Consent of the Board of Directors of STS, as the general partner of SAS, dated September 24, 2008.

 

  6. The Action by Unanimous Written Consent of the board of directors of SSI dated August 11, 2005.

 

  7. The Action by Unanimous Written Consent of the board of directors of SSI dated September 24, 2008.

 

  8. The Certificate of Limited Partnership of SAS filed with the Secretary of the Commonwealth of Pennsylvania on December 28, 2000, as amended, as provided to us by the Company.

 

  9. The Amended and Restated Articles of Incorporation of SSI filed with the Secretary of the Commonwealth of Pennsylvania on August 25, 2008, as provided to us by the Company.

 

  10. The bylaws of SSI provided to us by the Company.

 

  11. The Agreement of Limited Partnership of SAS provided to us by the Company.

 

  12. The Secretary’s Certificate dated August 11, 2005 signed by the Secretary of SAS, and attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Documents, the Certificate of Limited Partnership of SAS, the Agreement of Limited Partnership of SAS, and incumbency of certain officers executing the Notes Documents.

 

  13. The Secretary’s Certificate dated August 11, 2005 signed by the Secretary of STS, and attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Documents, the Articles of Incorporation of STS, the bylaws of STS, and the incumbency of certain officers executing the Notes Documents.

 

  14.

The Secretary’s Certificate dated August 11, 2005 signed by the Secretary of SSI and attaching and certifying as to, among other things, the resolutions authorizing the

 

5


 

transactions under the Notes Documents, the Articles of Incorporation of SSI, the bylaws of SSI, and incumbency of certain officers executing the Notes Documents.

 

  15. The Secretary’s Certificate dated September 29, 2008 signed by the Secretary of SAS, and attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Documents, the Certificate of Limited Partnership of SAS, the Agreement of Limited Partnership of SAS, and incumbency of certain officers executing the Notes Documents.

 

  16. The Secretary’s Certificate dated September 29, 2008 signed by the Secretary of SSI and attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Documents, the Articles of Incorporation of SSI, the bylaws of SSI, and incumbency of certain officers executing the Notes Documents.

 

6

EX-5.4 5 dex54.htm OPINION OF ROPES & GRAY LLP Opinion of Ropes & Gray LLP

Exhibit 5.4

October 15, 2009

Exeter Educational Management Systems, Inc.

c/o SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as counsel to Exeter Educational Management Systems, Inc., a Massachusetts corporation (the “Massachusetts Guarantor”), in connection with the registration by SunGard Data Systems Inc., a Delaware corporation (“SunGard”), of (i) SunGard’s 9 1/8% Senior Notes due 2013 (the “2013 Senior Notes”) and the guarantee issued by the Massachusetts Guarantor (the “2013 Senior Notes Guarantee”) with respect to the 2013 Senior Notes, (ii) SunGard’s 10 1/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes”) and the guarantee issued by the Massachusetts Guarantor with respect to the Senior Subordinated Notes (the “Senior Subordinated Guarantee”), and (iii) SunGard’s 10 5/8% Senior Notes due 2015 (the “2015 Senior Notes”) and the guarantee issued by the Massachusetts Guarantor with respect to the 2015 Senior Notes (the “2015 Senior Notes Guarantee” and, together with the 2013 Senior Notes Guarantee and the Senior Subordinated Guarantee, the “Guarantees”), in each case registered under the Securities Act of 1933, as amended (the “Securities Act”) and in each case to be offered solely for market-making purposes by an affiliate of SunGard (the “Registration”).

The 2013 Senior Notes and the 2013 Senior Notes Guarantee have been issued under an indenture dated as of August 11, 2005 (as supplemented by the supplemental indentures set forth on Schedule I attached hereto, the “2013 Senior Notes Indenture”), among SunGard, Solar Capital Corp., a Delaware corporation which merged with and into SunGard (“Solar”), the Massachusetts Guarantor, the other guarantors under the 2013 Senior Notes Indenture (together with the Massachusetts Guarantor, the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”). The terms of the 2013 Senior Notes Guarantee are contained in the 2013 Senior Notes Indenture. The Senior Subordinated Notes and the Senior Subordinated Guarantee have been issued under an indenture dated as of August 11, 2005 (as supplemented by the supplemental indentures set forth on Schedule II attached hereto, the “Senior Subordinated Indenture”), among the Company, Solar, the Guarantors and the Trustee. The terms of the Senior Subordinated Guarantee are contained in the Senior Subordinated Indenture. The 2015 Senior Notes and the 2015 Senior Notes Guarantee have been issued under an indenture dated as of September 29, 2008 (the “2015 Senior Notes Indenture” and, together with the 2013 Senior Notes Indenture and the Senior Subordinated Indenture, the “Indentures”), among SunGard, the


Exeter Educational Management Systems, Inc.

Guarantors and the Trustee. The terms of the 2015 Senior Notes Guarantee are contained in the 2015 Senior Notes Indenture. This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined and relied upon the information set forth in the Registration Statement on Form S-1 (the “Registration Statement”), filed by SunGard and the Guarantors with the Securities and Exchange Commission (the “Commission”) relating to the Registration and such other records, agreements, certificates and documents, and have made such other and further investigations, as we have deemed necessary as a basis for the opinions expressed herein. As to questions of fact not independently verified by us, we have relied upon certificates of public officials and officers of the Massachusetts Guarantor.

We express no opinion as to the laws of any jurisdiction other than those of The Commonwealth of Massachusetts and the federal laws of the United States of America.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

 

1. Each of the Indentures has been duly authorized by the Massachusetts Guarantor.

 

2. Each of the Guarantees by the Massachusetts Guarantor has been duly authorized by the Massachusetts Guarantor.

[Signature page follows.]

 

-2-


Exeter Educational Management Systems, Inc.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus included therein. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. We understand and agree that Simpson Thacher & Bartlett LLP may rely upon this opinion as if it were an addressee hereof for the purpose of providing the opinion to be delivered by such firm in connection with the Registration Statement.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP


Schedule I

Supplemental Indenture No. 1, dated as of May 25, 2006, among SunGard ERisk Inc., The GetPaid LLC and the Trustee

Supplemental Indenture No. 2, dated as of August 14, 2006, between SunGard SSF Canada Holdings Inc. and the Trustee

Supplemental Indenture No. 3, dated as of October 13, 2006, between SunGard ProNvest Inc., SunGard Signix Inc. and the Trustee

Supplemental Indenture No. 4, dated as of December 4, 2006, between Integrated Business Systems, Inc. and the Trustee

Supplemental Indenture No. 5, dated as of December 19, 2006, between Automated Financial Systems Corporation and the Trustee

Supplemental Indenture No. 6, dated as of December 31, 2006, between SunGard iWORKS Holdings Inc. and the Trustee

Supplemental Indenture No. 7, dated as of December 31, 2006, between SunGard iWORKS Holdings P&C (US) Inc. and the Trustee

Supplemental Indenture No. 8, dated as of December 31, 2006, between SunGard iWORKS P&C (US) Inc. and the Trustee

Supplemental Indenture No. 9, dated as of January 19, 2007, between SunGard Institutional Products LLC and the Trustee

Supplemental Indenture No. 10, dated as of February 13, 2007, between SunGard AvantGard (US) Inc. and the Trustee

Supplemental Indenture No. 11, dated as of March 13, 2007, between Aceva Technologies LLC and the Trustee

Supplemental Indenture No. 12, dated as of September 12, 2007, between SunGard VeriCenter, Inc. and the Trustee

Supplemental Indenture No. 13, dated as of October 15, 2007, between Applied Securities Technical Evaluation & Consulting, Inc. and the Trustee

Supplemental Indenture No. 14, dated as of October 15, 2007, between Cooperative Research Services, Inc. and the Trustee

Supplemental Indenture No. 15, dated as of December 12, 2007, between Wall Street Concepts LLC and the Trustee

Supplemental Indenture No. 16, dated as of March 18, 2008, between Advanced Portfolio Technologies, Inc. and the Trustee


Schedule II

Supplemental Indenture No. 1, dated as of May 25, 2006, among SunGard ERisk Inc., The GetPaid LLC and the Trustee

Supplemental Indenture No. 2, dated as of August 14, 2006, between SunGard SSF Canada Holdings Inc. and the Trustee

Supplemental Indenture No. 3, dated as of October 13, 2006, between SunGard ProNvest Inc., SunGard Signix Inc. and the Trustee

Supplemental Indenture No. 4, dated as of December 4, 2006, between Integrated Business Systems, Inc. and the Trustee

Supplemental Indenture No. 5, dated as of December 19, 2006, between Automated Financial Systems Corporation and the Trustee

Supplemental Indenture No. 6, dated as of December 31, 2006, between SunGard iWORKS Holdings Inc. and the Trustee

Supplemental Indenture No. 7, dated as of December 31, 2006, between SunGard iWORKS Holdings P&C (US) Inc. and the Trustee

Supplemental Indenture No. 8, dated as of December 31, 2006, between SunGard iWORKS P&C (US) Inc. and the Trustee

Supplemental Indenture No. 9, dated as of January 19, 2007, between SunGard Institutional Products LLC and the Trustee

Supplemental Indenture No. 10, dated as of February 13, 2007, between SunGard AvantGard (US) Inc. and the Trustee

Supplemental Indenture No. 11, dated as of March 13, 2007, between Aceva Technologies LLC and the Trustee

Supplemental Indenture No. 12, dated as of September 12, 2007, between SunGard VeriCenter, Inc. and the Trustee

Supplemental Indenture No. 13, dated as of October 15, 2007, between Applied Securities Technical Evaluation & Consulting, Inc. and the Trustee

Supplemental Indenture No. 14, dated as of October 15, 2007, between Cooperative Research Services, Inc. and the Trustee

Supplemental Indenture No. 15, dated as of December 12, 2007, between Wall Street Concepts LLC and the Trustee

Supplemental Indenture No. 16, dated as of March 18, 2008, between Advanced Portfolio Technologies, Inc. and the Trustee

COVER 6 filename6.htm SEC Response Letter

I M P S O N  H A C H E R  &  B A R T L E T T  LLP

425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

 

 

FACSIMILE (212) 455-2502

 

DIRECT DIAL NUMBER

  E-MAIL ADDRESS

(212) 455-2812

  rfenyes@stblaw.com

VIA EDGAR TRANSMISSION                    October 15, 2009

 

  Re: SunGard Data Systems Inc.
    Amendment No. 1 to Registration Statement on
    Form S-1; File No. 333-158657

Ms. Barbara C. Jacobs

Mr. Matthew Crispino

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Dear Ms. Jacobs and Mr. Crispino:

On behalf of SunGard Data Systems Inc. (the “Company”), we are responding to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”), dated October 2, 2009 (the “Comment Letter”), relating to the above-referenced Registration Statement on Form S-1 filed on September 15, 2009 (the “Registration Statement”). We previously responded to the Staff’s comment relating to the Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-160514) under separate cover simultaneously with the filing of Amendment No. 2 to that Registration Statement. The Company is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”) concurrently with this letter.

Form S-1/A

Exhibit 5.1

 

  1. We note that the legality opinion assumes that the Schedule II Guarantors have executed and delivered the Indentures in accordance with the laws of their respective jurisdictions and that execution, delivery and performance of the Indentures and Guarantees by these Guarantors does not and will not violate the laws of their jurisdictions. These assumptions are not appropriate. Please revise or advise.

In response to the Staff’s comment, the legality opinion has been revised to remove the assumptions relating to the Schedule II Guarantors. The Company has also


Securities and Exchange Commission   -2-   October 15, 2009

included as Exhibits 5.2, 5.3 and 5.4 to Amendment No. 2, legality opinions from local counsel to each of the Schedule II Guarantors.

*  *  *  *

Please call me at (212-455-2812) or Ryan Bekkerus (212-455-2293) of my firm if you wish to discuss our responses to the Comment Letter.

Very truly yours,

/s/ Richard A. Fenyes

Richard A. Fenyes

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