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Prospectus Supplement Filed Under Rule 424(b)(3)
File No. 333-12863
SANCHEZ COMPUTER ASSOCIATES, INC.
Prospectus Supplement Dated December 27, 1996 to
Prospectus Dated November 13, 1996
This Prospectus Supplement provides supplemental information to the
Prospectus dated November 13, 1996 (the "Prospectus") covering the sale of
3,226,500 shares of Common Stock of Sanchez Computer Systems, Inc. (the
"Company"). The Company and Safeguard Scientifics, Inc., a Pennsylvania
corporation ("Safeguard"), Radnor Venture Partners, L.P. ("Radnor"), Michael A.
Sanchez and Frank R. Sanchez (collectively, the "Selling Stockholders") granted
to shareholders of the outstanding common stock of Safeguard of record on
November 12, 1996, transferable rights (the "Company Rights") to purchase an
aggregate of 3,075,000 shares of the Company's common stock. The Prospectus
also relates to transferable rights (the "Direct Rights" and together with the
Company Rights, the "Rights") to purchase 151,500 additional shares of the
Company's common stock that were granted to certain persons having a
relationship with the Company, Safeguard, one of Safeguard's other partnership
companies or other persons selected by the Company. The offering of the
Company's common stock pursuant to the exercise of the Rights is referred to as
the "Rights Offering." A copy of the Prospectus is attached to this Prospectus
Supplement and must be read in conjunction herewith. The following information
is hereby added to and deemed to be included in the Prospectus:
The Rights Offering by the Company, which involved the distribution of
3,205,627 Rights to Safeguard shareholders of record as of the close of
business on November 12, 1996, expired on December 18, 1996 (the "Expiration
Date"). Chase Mellon Shareholder Services, L.L.C., the Rights Agent,
informed the Company that holders of Rights exercised such Rights to
purchase a total of 2,990,995 shares of Common Stock (of which 1,922,495
shares were sold by the Company and 1,068,500 shares were sold by the
Selling Stockholders) at the exercise price of $5.50 per share. Of the total
shares of the Company's common stock subscribed for through the exercise of
Rights, J.P. Morgan Securities Inc. and Wheat, First Securities, Inc. (the
"Underwriters") advised the Company that they subscribed for 16,699 shares
of Common Stock through the exercise of Rights that were purchased in the
open market by the Underwriters during the course of the Rights Offering.
The 214,632 shares of Common Stock remaining unsubscribed on the Expiration
Date and the 20,873 shares of Common Stock relating to unissued Rights were
sold by the Selling Stockholders to the Other Purchasers (as defined in the
Prospectus). The Underwriters have advised the Company that, during the
exercise period of the Rights Offering, they (i) purchased 155,341 Rights in
the open market at prices ranging from $1.00 to $8.00 per Right, (ii) sold
138,603 Rights in the open market at prices ranging from $1.875 to $8.00
per Right and (iii) sold 120,600 shares of Common Stock to the public at
prices ranging from $6.875 to $16.00 per share.
