As
filed with the Securities and Exchange Commission on July 12, 2011
 
 Registration
No. 333-174709
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 
 Amendment
No. 2
 
 To
 FORM S-3
 REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933
 
 SS&C TECHNOLOGIES HOLDINGS, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    71-0987913(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification Number)
 
 80 Lamberton Road
Windsor, CT 06095
(860) 298-4500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
 
 William C. Stone
Chairman of the Board and Chief Executive Officer
SS&C Technologies Holdings, Inc.
80 Lamberton Road
Windsor, CT 06095
(860) 298-4500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
 
 Copy to:  David A. Westenberg, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000
 
  o
 þ
 o
 o
 o
 o
 o
  Large accelerated filer o
Accelerated filer o
Non-accelerated
filer þ
(Do not check if a smaller reporting company)
Smaller reporting company o The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant 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 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a) , may
determine.




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Explanatory Note




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PART II
 INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution.
  SEC registration fee
    
    $
    22,652Legal fees and expenses
    
    $
    25,000Accounting fees and expenses
    
    $
    25,000Miscellaneous expenses
    
    $
    1,000Total expenses
    
    $
    73,652
 Item 15. Indemnification of Directors and Officers.
    II-1




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Item 16. Exhibits
 
 EXHIBITNUMBER
    
    DESCRIPTION4.1
    
    Restated Certificate of Incorporation of the Registrant. Incorporated
herein by reference to Exhibit 3.3 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-164043).4.2
    
    Amended and Restated By-laws of the Registrant. Incorporated herein by
reference to Exhibit 3.4 to the Registrants Registration Statement on
Form S-1, as amended (File No. 333-164043).5.1
    
    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.23.1*
    
    Consent of PricewaterhouseCoopers LLP.23.2
    
    Consent of Wilmer Cutler Pickering Hale and Dorr LLP, included in
Exhibit 5.1.24.1*
    
    Power of Attorney.
 
  *
    
    Previously filed.
 Item 17. Undertakings.
 Item 512(a) of Regulation S-K.
  II-2




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provided,
however
 bona fide
    bona fide Provided,
however,
 Item 512(b) of Regulation S-K. bona fide
 Item 512(h) of Regulation S-K.
 Item 512(i) of Regulation S-K.
  II-3




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SS&C TECHNOLOGIES HOLDINGS, INC.By:
    /s/ William C. StoneWilliam C. StoneChairman of the Board and Chief Executive Officer 
  
 
 Signature
    
    Title
    
    Date/s/ William C. Stone

William C. Stone
    
    Chairman of the
Board and Chief
Executive Officer
(Principal Executive
Officer)
    
    July 12, 2011/s/ Patrick J. Pedonti

Patrick J. Pedonti
    
    Senior Vice
President and Chief
Financial Officer
(Principal Financial
and Accounting
Officer)
    
    July 12, 2011*

Normand A. Boulanger
    
    Director
    
    July 12, 2011*

Campbell R. Dyer
    
    Director
    
    July 12, 2011*

William A. Etherington
    
    Director
    
    July 12, 2011*

Allan M. Holt
    
    Director
    
    July 12, 2011
 
 II-4




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Signature
    
    Title
    
    Date*

Claudius E. Watts, IV
    
    Director
    
    July 12, 2011*

Jonathan E. Michael
    
    Director
    
    July 12, 2011*

David A. Varsano
    
    Director
    
    July 12, 2011
 
  *    By:
    /s/ Patrick J. PedontiPatrick J. PedontiAttorney-in-fact II-5




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EXHIBITNUMBER
    
    DESCRIPTION4.1
    
    Restated Certificate of Incorporation of the Registrant.
Incorporated herein by reference to Exhibit 3.3 to the
Registrants Registration Statement on Form S-1, as amended (File
No. 333-164043).4.2
    
    Amended and Restated By-laws of the Registrant. Incorporated
herein by reference to Exhibit 3.4 to the Registrants
Registration Statement on Form S-1, as amended (File No.
333-164043).5.1
    
    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.23.1*
    
    Consent of PricewaterhouseCoopers LLP.23.2
    
    Consent of Wilmer Cutler Pickering Hale and Dorr LLP, included in
Exhibit 5.1.24.1*
    
    Power of Attorney.
 
  *
    
    Previously filed.