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Table of Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) (1) The Registrant’ s financial statements together with a separate table of contents are annexed hereto.
(2) Financial Statement Schedules are listed in the separate table of contents annexed hereto.
(3) Exhibits.
NOTE: Please refer to the Company’ s quarterly reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC after
March 31, 2005 for additional exhibits.
Regulation S-K
Exhibit Number
2.1
Agreement and Plan of Merger, dated as of
October 6, 2004, by and among Computer
Associates International, Inc., Nova Acquisition
Corp., and Netegrity, Inc.
Previously filed as Exhibit 2.1 to Netegrity, Inc.’ s Current
Report on Form 8-K dated October 6, 2004, and incorporated
herein by reference.
2.2
Form of Stockholder Agreement dated as of
October 6, 2004, among the stockholders named
therein, Computer Associates International, Inc.,
and Nova Acquisition Corp.
Previously filed as Exhibit 2.2 to the Company’ s Current
Report on Form 8-K dated October 6, 2004, and incorporated
herein by reference.
2.3
Agreement and Plan of Merger, dated as of April 7,
2005, by and among Computer Associates
International, Inc., Minuteman Acquisition Corp.,
and Concord Communications, Inc.
Previously filed as Exhibit 2.1 to the Company’ s Current
Report on Form 8-K dated April 7, 2005, and incorporated
herein by reference.
2.4
Agreement and Plan of Merger, dated as of June 9,
2005, by and among Computer Associates
International, Inc., Nebraska Acquisition Corp., an
d
Niku Corporation.
Previously filed as Exhibit 2.1 to the Company’ s Current
Report on Form 8-K dated June 9, 2005, and incorporated
herein by reference.
3.1
Restated Certificate of Incorporation.
Previously filed as an Exhibit to the Company’ s Form 10-Q fo
r
the fiscal quarter ended December 31, 1998, and incorporated
herein by reference.
3.2
By-Laws of the Company, as amended.
Previously filed as Exhibit 3.1 to the Company’ s Current
Report on Form 8-K dated February 1, 2005, and incorporated
herein by reference.
4.1
Certificate of Designation of Series One Junior
Participating Preferred Stock, Class A of the
Company.
Previously filed as Exhibit 3 to the Company’ s Current Report
on Form 8-K dated June 18, 1991, and incorporated herein by
reference.
4.2
Rights Agreement dated as of June 18, 1991,
between the Company and Manufacturers Hanover
Trust Company.
Previously filed as Exhibit 4 to the Company’ s Current Report
on Form 8-K dated June 18, 1991, and incorporated herein by
reference.
4.3
Amendment No. 1 dated May 17, 1995, to Rights
Agreement dated as of June 18, 1991.
Previously filed as Exhibit C to the Company’ s Annual Report
on Form 10-K for the fiscal year ended March 31, 1995, and
incorporated herein by reference.
4.4
Amendment No. 2 dated May 23, 2001, to Rights
Agreement dated as of June 18, 1991.
Previously filed as Exhibit 4.6 to the Company’ s Annual
Report on Form 10-K for the fiscal year ended March 31, 2001,
and incorporated herein by reference.
4.5
Amendment No. 3 dated November 9, 2001, to
Rights Agreement dated as of June 18, 1991.
Previously filed as Exhibit 99.1 to the Company’ s Form 8-K
dated November 9, 2001, and incorporated herein by reference.
4.6
Indenture with respect to the Company’ s
$1.75 billion Senior Notes, dated April 24, 1998,
Previously filed as Exhibit 4(f) to the Company’ s Annual
Report on Form 10-K for the fiscal year ended March 31, 1998,