<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Systems & Computer Technology Corporation
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
GREAT VALLEY CORPORATE CENTER
FOUR COUNTRY VIEW ROAD
MALVERN, PENNSYLVANIA 19355
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 23, 1996
----------------
To Our Shareholders:
The Annual Meeting of Shareholders of Systems & Computer Technology
Corporation (the "Company") will be held at 10:00 A.M. on February 23, 1996 at
Two Country View Road, Malvern, Pennsylvania for the following purpose:
1. To elect two directors of the Company; and
2. To transact such other business as may properly come before the
meeting.
Only holders of the Company's Common Stock at the close of business on
January 12, 1996 are entitled to notice of, and to vote at, the meeting and
any adjournments or postponements thereof. Such shareholders may vote in
person or by proxy. The stock transfer books of the Company will not be
closed. The accompanying form of proxy is solicited by the Board of Directors
of the Company.
By Order of the Board of Directors
Richard A. Blumenthal
Secretary
January 22, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, SIGN AND PROMPTLY RETURN YOUR PROXY. THIS WILL NOT PREVENT YOU
FROM VOTING IN PERSON AT THE MEETING. IT WILL, HOWEVER, HELP ASSURE A
QUORUM AND AVOID ADDED PROXY SOLICITATION COSTS.
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
GREAT VALLEY CORPORATE CENTER
FOUR COUNTRY VIEW ROAD
MALVERN, PENNSYLVANIA 19355
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
----------------
This Proxy Statement, which is first being mailed to shareholders on
approximately January 22, 1996, is furnished in connection with the
solicitation by the Board of Directors of Systems & Computer Technology
Corporation (the "Company") of Proxies to be used at the Annual Meeting of
Shareholders of the Company (the "Annual Meeting"), to be held at 10:00 A.M.
on February 23, 1996 at Two Country View Road, Malvern, Pennsylvania, and at
any adjournments or postponements thereof. If Proxies in the accompanying form
are properly executed and returned prior to voting at the Annual Meeting, the
shares of Common Stock represented thereby will be voted as instructed on the
Proxy. If no instructions are given on a properly executed and returned Proxy,
the shares of Common Stock represented thereby will be voted for the election
of the nominees for director named below and in support of management on such
other business as may properly come before the Annual Meeting or any
adjournments or postponements thereof. Any Proxy may be revoked by a
shareholder prior to its exercise upon written notice to the Secretary of the
Company, by delivering a duly executed Proxy bearing a later date, or by the
vote of a shareholder cast in person at the Annual Meeting.
VOTING
Holders of record of the Company's Common Stock on January 12, 1996 will be
entitled to vote at the Annual Meeting or any adjournments or postponements
thereof. As of that date, there were 14,047,483 shares of Common Stock
outstanding and entitled to vote. A majority of the shares entitled to vote,
present in person or represented by proxy, will constitute a quorum for the
transaction of business. Each share of Common Stock entitles the holder
thereof to one vote on the election of the nominees for director and on any
other matter that may properly come before the Annual Meeting. Shareholders
are not entitled to cumulative voting in the election of directors. Directors
are elected by the affirmative vote of a plurality of the votes of the shares
entitled to vote, present in person or represented by proxy. With respect to
the election of directors, votes may be cast in favor of or withheld from the
nominee. Votes that are withheld will be excluded entirely from the vote and
will have no effect thereon. Broker non-votes (described below) are counted in
determining the total number of shares entitled to vote and present in person
or represented by proxy. Broker non-votes, which occur when a broker or other
nominee holding shares for a beneficial owner does not vote on a proposal
because the beneficial owner has not checked one of the boxes on the proxy
card, will have no effect on the outcome of any of the matters to be voted
upon at the Annual Meeting.
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes with
staggered three-year terms. The terms of Michael J. Emmi and Allen R. Freedman
expire at the Annual Meeting and each is nominated to fill a term expiring at
the 1999 Annual Meeting of Shareholders. The term of Terrel H. Bell expires at
the 1997 Annual Meeting of Shareholders. The terms of Thomas I. Unterberg and
Michael D. Chamberlain expire at the 1998 Annual Meeting of Shareholders.
Unless otherwise specified in the accompanying Proxy, the shares voted
pursuant thereto will be cast for Mr. Emmi and Mr. Freedman for a term to
expire at the 1999 Annual Meeting of Shareholders. If, for any reason, at the
time of election, Mr. Emmi or Mr. Freedman should be unable to accept his
nomination or election, it is intended that such Proxy will be voted for the
election, in his place, of a substituted nominee, who would be recommended by
the Board of Directors. The Board of Directors, however, has no reason to
believe that either Mr. Emmi or Mr. Freedman will be unable to serve as a
director.
The following table sets forth as to the nominees and as to each other
director: (i) his age; (ii) all positions and offices he holds with the
Company; (iii) his principal occupation or employment during the past five
years; (iv) other directorships he holds in public companies; (v) the period
of time he has served as a director of the Company; and (vi) the expiration of
his current term as a director of the Company.
<TABLE>
<CAPTION>
POSITIONS WITH EXPIRATION
THE COMPANY, HAS BEEN OF
PRINCIPAL OCCUPATION A DIRECTOR CURRENT
NAME AGE AND OTHER DIRECTORSHIPS SINCE TERM
---- --- ----------------------- ---------- ----------
<S> <C> <C> <C> <C>
NOMINEES FOR ELECTION
Michael J. Emmi......... 53 Chairman of the Board, President and 1985 (1)
Chief Executive Officer of the Com-
pany since May, 1985. Mr. Emmi is
also a director of CompuCom Systems,
Inc. and National Media Corporation.
Allen R. Freedman+*..... 55 Managing Director, Fortis Interna- 1982 (1)
tional N.V. since January, 1987.
Chairman and Chief Executive Officer
of Fortis, Inc. since November,
1990. He is also a director of
Fortis Asset Management, Inc. and
Fortis Advisors, Inc.
DIRECTORS CONTINUING IN
OFFICE
Thomas I. Unterberg+*... 65 Co-Founder and Managing Director of 1982 1998
Unterberg Harris since June, 1989.
He is also a director of The AES
Corporation, AES China Generating
Co. Ltd., Fractal Design Corporation
and Electronics For Imaging, Inc.
Michael D. Chamberlain.. 51 President, SCT Software Group of the 1989 1998
Company since May, 1994; Senior Vice
President of the Company since July,
1990.
Terrel H. Bell+*........ 74 President, Terrel Bell and Associ- 1985 1997
ates, education consultants, for
more than five years. United States
Secretary of Education, 1981 to
1985.
</TABLE>
- --------
+Member of the Audit Committee
*Member of the Compensation Committee
(1) Term expires at the Annual Meeting. If elected, he will serve for a term
ending at the 1999 Annual Meeting of Shareholders, or until his successor is
duly elected and qualified.
During the fiscal year ended September 30, 1995, the Board of Directors held
six meetings. Each director attended at least 75% of the aggregate of the
total number of meetings of the Board of Directors and committees of the Board
of Directors on which he served.
2
<PAGE>
The Audit Committee consists of Dr. Bell and Messrs. Unterberg and Freedman.
The function of the Audit Committee is to recommend to the Board of Directors
the accounting firm to be retained to audit the Company's financial statements
and to consult with, and review recommendations made by, such accounting firm
with respect to financial statements, financial records and controls, and to
make such other recommendations to the Board of Directors as it deems
appropriate from time to time. The Audit Committee did not hold any meetings
during the fiscal year ended September 30, 1995.
During the fiscal year ended September 30, 1995, the Compensation Committee,
which consists of Dr. Bell and Messrs. Unterberg and Freedman, held four
meetings. The Compensation Committee considers recommendations of the
Company's management regarding compensation and fringe benefits of the senior
executives of the Company, determines whether the recommendations of
management are consistent with general policies, practices, and compensation
scales established by the Board of Directors, considers management's proposals
regarding stock incentive grants and their consistency with policies
established by the Board of Directors and, in general, administers the
Company's stock incentive plans.
The Company does not have a standing nominating committee.
EXECUTIVE COMPENSATION
CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, for the fiscal years ended September 30,
1993, September 30, 1994 and September 30, 1995, respectively, certain
compensation information with respect to the Company's: (a) Chief Executive
Officer; and (b) each of the four other most highly compensated executive
officers, based on the salary and bonus earned by such executive officers
during fiscal 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS(1)
------------------- ------------
NAME AND PRINCIPAL SALARY BONUS OPTIONS ALL OTHER
POSITION YEAR ($) ($) (#) ($)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Michael J. Emmi......... 1995 $ 335,000 $ 200,000 -0- $21,516(2)
Chairman of the Board, 1994 $ 313,000 $ 200,000 232,000 $87,050
President and Chief 1993 $ 286,500 $ 120,000 25,000 $23,173
Executive Officer
Michael D. Chamberlain.. 1995 $ 247,050 $ 110,000 -0- $ 7,331(2)
President, SCT Software 1994 $ 230,800 $ 120,000 175,000 $ 5,750
Group 1993 $ 212,050 $ 65,000 20,000 $ 5,367
Senior Vice President
Eric Haskell............ 1995 $ 215,800 $ 70,000 -0- $ 4,550(2)
Senior Vice President, 1994 $ 195,800 $ 70,000 119,000 $ 3,521
Finance and 1993 $ 177,550 $ 45,000 15,000 $ 3,606
Administration,
Treasurer and Chief
Financial Officer
Richard A. Blumenthal... 1995 $ 168,300 $ 55,000 -0- $ 5.424(2)
Senior Vice President, 1994 $ 157,300 $ 55,000 93,000 $ 5,279
General Counsel and 1993 $ 144,300 $ 35,000 10,000 $ 4,570
Secretary
Susan R. Sheridan....... 1995 $ 133,300 $ 30,000 50,000 $ 891(2)
Vice President, Human 1994(3) $ 117,100 $ 25,000 7,000 $ 2,811
Resources and
Organizational Strategy
</TABLE>
3
<PAGE>
- --------
(1) On September 30, 1995, the number and the value of the restricted shares
of the Company's Common Stock held by each of the below-named officers
pursuant to an award under the Company's 1985 Restricted Stock Incentive Plan
were as follows: Mr. Chamberlain, 12,500 shares, $337,500; and Mr. Haskell,
4,000 shares, $108,000. If and when dividends are declared by the Company,
such dividends are paid on restricted stock as of the date that such dividends
are declared. Stock dividends paid on restricted stock vest on the date that
the holder's interest in the restricted stock vests.
(2) The amounts shown for fiscal 1995 represent Company matching
contributions to each of the named executive's accounts in the Company's
401(k) retirement plan in the following amounts: Mr. Emmi, $4,882; Mr.
Chamberlain, $4,908; Mr. Haskell, $2,780; Mr. Blumenthal, $4,768; and Ms.
Sheridan, $662; as well as the following premiums paid by the Company on life
insurance policies under which each named executive officer is the named
insured and has the right to name the beneficiary: Mr. Emmi, $16,634; Mr.
Chamberlain, $2,423; Mr. Haskell, $1,770; Mr. Blumenthal, $656; and Ms.
Sheridan, $229.
(3) Ms. Sheridan became an executive officer of the Company on May 4, 1994.
STOCK OPTIONS GRANTED TO CERTAIN EXECUTIVE OFFICERS DURING LAST FISCAL YEAR
The following table sets forth certain information regarding options for the
purchase of the Company's Common Stock that were awarded to the Company's: (a)
Chief Executive Officer; and (b) each of the four other most highly
compensated executive officers, based on the salary and bonus earned by such
executive officers during fiscal 1995.
OPTION GRANTS IN FISCAL YEAR ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
- -------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Emmi......... -0- N/A N/A N/A N/A N/A
Michael D. Chamberlain.. -0- N/A N/A N/A N/A N/A
Eric Haskell............ -0- N/A N/A N/A N/A N/A
Richard A. Blumenthal... -0- N/A N/A N/A N/A N/A
Susan R. Sheridan....... 50,000(2) 9.4% $20 10/28/04 $ 340,096 $ 771,561
</TABLE>
- --------
(1) The potential realizable value portion of the foregoing table
illustrates value that might be realized upon the exercise of the options
immediately prior to the expiration of their six year term, assuming the
specified compounded rates of appreciation on the Company's Common Stock over
the term of the options. These numbers do not take into account provisions of
certain options providing for termination of the option following termination
of employment, non-transferability or vesting over a period of years.
(2) Options become exercisable in full on October 28, 1999 except that if an
established performance target based on the Company's cumulative earnings per
share and the Company's stock price is met prior to that time, options become
exercisable on a cumulative basis for one-third of the number of shares
underlying the option on each of October 28, 1995, October 28, 1996 and
October 28, 1997. As of January 22, 1996, the performance target has not been
met.
4
<PAGE>
STOCK OPTIONS EXERCISED BY CERTAIN EXECUTIVE OFFICERS DURING 1995 FISCAL YEAR
AND HELD BY CERTAIN EXECUTIVE OFFICERS AT SEPTEMBER 30, 1995
The following table sets forth certain information regarding options for the
purchase of the Company's Common Stock that were exercised and/or held by the
Company's: (a) Chief Executive Officer; and (b) each of the four other most
highly compensated executive officers, based on the salary and bonus earned by
such executive officers during fiscal 1995.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR
ENDED SEPTEMBER 30, 1995 AND FY 1995-END OPTION VALUES
<TABLE>
- --------------------------------------------------------------------------------------
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS
SHARES FY-END (#) AT FY-END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED UNEXERCISABLE UNEXERCISABLE(1)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael J. Emmi......... 50,000 $918,750 337,947/229,668 $7,740,950/
$ 1,913,145
Michael D. Chamberlain.. 15,000 $283,125 101,666/173,334 $2,127,935/
$ 1,450,010
Eric Haskell............ N/A N/A 74,333/117,667 $1,548,868/
$ 993,962
Richard A. Blumenthal... N/A N/A 65,999/92,001 $1,443,727/
$ 766,683
Susan R. Sheridan....... 6,333 $ 80,371 8,000/65,001 $ 89,251/
$ 508,304
</TABLE>
- --------
(1) The values in this column are based on the closing sale price of the
Common Stock ($27.00) on September 30, 1995, the last day of the Company's
1995 fiscal year. On January 15, 1996, the closing sale price of the Common
Stock was $15.125, and the values of unexercised in-the-money options held at
September 30, 1995 using the closing sale price on January 15, 1996 were as
follows:
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
IN-THE-MONEY
OPTIONS ($)
NAME EXERCISABLE/UNEXERCISABLE
---- -------------------------
<S> <C>
Michael J. Emmi...................................... $3,741,162/$62,505
Michael D. Chamberlain............................... $ 931,068/$50,003
Eric Haskell......................................... $ 674,080/$37,500
Richard A. Blumenthal................................ $ 665,405/$25,005
Susan R. Sheridan.................................... $ 12,919/$17,505
</TABLE>
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are officers of the Company are not
separately compensated for serving on the Board of Directors. Under the
Company's 1994 Non-Employee Director Stock Option Plan, any person who becomes
a director of the Company, other than an employee of the Company or any of its
subsidiaries, will be entitled to receive an option to purchase 30,000 shares
of Common Stock on the date of the person's appointment or election to the
Board(1). The options vest in one-fifth increments over the five year
- --------
(1) On February 25, 1994, each of Dr. Bell, Mr. Freedman and Mr. Unterberg
were automatically granted an option to purchase 30,000 shares of Common Stock
pursuant to the Non-Employee Director Stock Option Plan at a per share
exercise price of $19.375.
5
<PAGE>
period following the date of grant, with the first one-fifth of such options
vesting on the first anniversary of the date of grant. The per share purchase
price payable on the exercise of such option will be equal to the closing sale
price of a share of Common Stock on the date of the director's appointment or
election. However, if the closing sale price of a share of Common Stock on the
date on which an option is awarded is less than $12.00 or greater than $22.00,
then the number of shares obtained upon the exercise of the option will be
equal to the quotient which results from dividing $600,000 by the closing sale
price of a share of Common Stock on the date of the award; provided, however,
that the number of shares purchasable under any option awarded may not exceed
40,000. Once a non-employee director has been awarded an option under the Non-
Employee Director Plan, the director is not thereafter entitled to receive an
additional award under the Non-Employee Director Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1995, the Company paid Fortis Benefits Insurance Company, a
wholly owned subsidiary of Fortis, Inc., the aggregate sum of $418,938 in
premiums for life insurance and long term disability insurance provided to the
Company's employees under the Company's Group Benefits Plan. Mr. Freedman is
Chairman and Chief Executive Officer of Fortis, Inc., and is a member of the
Compensation Committee of the Board of Directors on Executive Compensation.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
It is SCT's policy to offer competitive compensation opportunities for its
employees based on a combination of factors, including corporate performance,
business unit performance, and the individual's personal contribution to the
business.
The Compensation Committee of the Company, consisting solely of non-employee
directors, annually reviews and approves the compensation of the Company's
executive officers. A significant part of executive officers' compensation may
be dependent upon the Company's annual financial performance, return on
equity, and the price of the Company's stock.
There are three basic elements to executive officer compensation: base
salary, bonus, and stock incentives, typically in the form of stock options
granted at market and vesting over a period of time. This program rewards
executive officers for long-term strategic management and enhancement of
shareholder value by providing them with an opportunity to acquire equity
ownership in the Company; stresses both annual and long-term performance; and
supports a performance-oriented environment, which allows the Company to
attract and retain qualified management personnel.
The Compensation Committee considers increases in executive officer base
salary based on the recommendation of the Chief Executive Officer, taking into
consideration, among other things, salaries paid to executives of other
companies in comparable positions and the criteria discussed below relating to
the payment of bonuses.
The Compensation Committee awards bonuses to the Company's executive
officers, taking into consideration the recommendation of the Chief Executive
Officer. The bonus pool is determined based on a number of factors, including
the Company's profitability and return on equity. The bonus amounts and
persons who will receive bonuses can vary from year to year. The pool is
allocated by the Compensation Committee, on the recommendation of the Chief
Executive Officer, among the executive officers based on a series of factors,
including financial objectives (the most important), other business objectives
and assessment of personal performance.
The Compensation Committee granted no options to executive officers during
fiscal 1995 except for a grant to Susan Sheridan, Vice President, Human
Resources and Organizational Strategy. This grant was made to
6
<PAGE>
Ms. Sheridan in order to provide her with the same type of options previously
granted to the other executive officers. The options granted restrict
exercisability for five years except that if an established performance target
based on the Company's cumulative earnings per share and the Company's stock
price is met prior to that time, options become exercisable on a cumulative
basis for one-third of the number of shares underlying the option one year
after the date of grant. In this way, the Committee believes it has tied the
availability of benefits under the option award more closely to the financial
performance of the Company and the enhancement of shareholder value. The
Committee also believes that this type of award is in furtherance of the
Company's objective to achieve long-term commitment to superior performance
from executive officers.
The Compensation Committee determined shortly after the completion of the
Company's fiscal year ended September 30, 1994 that a 7% increase in the Chief
Executive Officer's base salary for fiscal 1995 was appropriate in light of
the Company's financial performance during fiscal year 1994 and his
significant contribution to the long term strategic performance of the
Company. In addition, shortly after the completion of the Company's fiscal
year ended September 30, 1995, the Chief Executive Officer was granted a
$200,000 bonus out of a total bonus pool for executive officers of $465,000
based on the Company's financial performance in fiscal 1995.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), enacted in 1993, precludes a public corporation from taking a
deduction in 1994 or subsequent years for compensation paid in excess of
$1,000,000 to its Chief Executive Officer or any of its four other highest
paid officers. Certain performance-based compensation, however, is
specifically exempt from the deduction limitation. Performance-based
compensation must be determined by a committee comprised solely of two or more
outside directors. In order to qualify as an outside director, a person may
not be an employee of the Company and generally may not receive, directly or
indirectly, compensation for services other than in that person's capacity as
a director. The Company from time to time has retained and may continue to
retain the services of entities with which members of the Compensation
Committee are affiliated. See Compensation Committee Interlocks and Insider
Participation and Related Party Transactions. In making this determination,
the Compensation Committee considers the benefits derived from utilizing the
services of such entities and the impact of Section 162(m) of the Code.
The foregoing constitutes the report of the Compensation Committee of the
Board of Directors for the Company's fiscal year ended September 30, 1995.
Allen R. Freedman
Thomas I. Unterberg
Terrel H. Bell
7
<PAGE>
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Company's Common Stock during the five fiscal
years ended September 30, 1995 with the cumulative total return on the
Standard & Poor's 500 Index and the Standard & Poor's Computer Software and
Services Index. The comparison assumes $100 was invested on September 30, 1990
in the Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends. The Company has not paid any dividends on its
Common Stock during this period.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG SYSTEMS & COMPUTER TECHNOLOGY CORPORATION, THE S & P 500 INDEX
AND THE S & P COMPUTER SOFTWARE & SERVICES INDEX
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------
9/90 9/91 9/92 9/93 9/94 9/95
<S> <C> <C> <C> <C> <C> <C>
Systems & Computer Tech Corp SCTC 100 221 233 421 592 900
S & P 500 1500 100 131 146 165 171 221
S & P Computer Software & Services ICSF 100 154 190 252 299 436
</TABLE>
* $100 INVESTED ON 09/30/90 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30.
8
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of December 31, 1995, with
respect to the beneficial ownership of shares of Common Stock of the Company
(the only class of outstanding voting security of the Company) by each person
who is known to the Company to be the beneficial owner of more than five
percent of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1)(2) OF CLASS
------------------- ----------------- --------
<S> <C> <C>
FMR Corporation..................................... 1,510,663(3) 10.8%
82 Devonshire Street
Boston, MA 02109
Wellington Management Company....................... 1,109,240(4) 7.9%
75 State Street
Boston, MA 02109
Scudder, Stevens & Clark, Inc....................... 894,300(5) 7.1%
345 Park Avenue
New York, NY 10154
Wanger Asset Management, L.P........................ 885,000(6) 6.3%
227 West Monroe, Suite 3000
Chicago, IL 60606
Emerging Growth Management Co....................... 747,000(7) 5.3%
One Bush Street
San Francisco, CA 94104
Hathaway & Associates, Ltd. ........................ 770,000 5.5%
119 Rowayton Avenue
Rowayton, CT 06853
</TABLE>
- --------
(1) Information with respect to beneficial ownership is based upon
information furnished by the shareholder. Unless otherwise specified, the
named shareholders have sole voting and investment power with respect to all
of the shares indicated.
(2) Does not include the 1,071,448 shares owned of record by the Company's
Employee Stock Ownership Trust. Mr. Emmi, Mr. Haskell, Mr. Chamberlain and Mr.
Blumenthal are members of the committee that administers the Company's
Employee Stock Ownership Plan. That committee does not have voting or
investment power with respect to the shares held by the Employee Stock
Ownership Trust.
(3) Includes 649,200 shares beneficially owned by Fidelity Management &
Research Company, and 532,600 shares beneficially owned by Fidelity Management
Trust Company, each of which serves as an investment advisor to various
investment companies and/or groups of investors, as well as 328,863 shares as
a result of the assumed conversion of $4,933,000 in 6 1/4% Convertible
Subordinated Debentures of the Company. The named beneficial owner has sole
investment power with respect to 649,200 shares and no investment power with
respect to the remaining shares; and sole voting power with respect to 532,600
shares and no voting power with respect to the remaining shares.
(4) The named beneficial owner has shared voting power with respect to
311,240 shares and no voting power with respect to the remaining shares; and
shared investment power with respect to all of the shares.
(5) The named beneficial owner has sole voting power with respect to 160,200
shares, shared voting power with respect to 501,200 shares and no voting power
with respect to the remaining shares; and sole investment power with respect
to all of the shares.
9
<PAGE>
(6) Includes 750,000 held by Acorn Investment Trust, a registered open-end
investment company, and other accounts (135,000 shares), with respect to all
of which the named beneficial owner serves as investment manager and shares
investment and voting power.
(7) Includes 68,500 shares owned by Adit Partners, a limited investment
partnership in which the named beneficial owner is a general partner; 103,600
shares owned by Michael T. Jackson, a director and executive officer of the
named beneficial owner and a general partner in Adit Partners; and 800 shares
owned by Christopher F. Jackson, an employee of the named beneficial owner.
The named beneficial owner has sole voting power with respect to 35,500 shares
and shared voting power with respect to the remaining shares; and sole
investment power with respect to 35,500 shares and shared investment power
with respect to the remaining shares.
SECURITY OWNERSHIP OF MANAGEMENT.
The following table sets forth information, as of December 31, 1995, with
respect to the beneficial ownership of the Company's Common Stock by each
director or nominee for director, each of the executive officers identified
under the Summary Compensation Table and by all directors and executive
officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
OWNERSHIP(1) OF CLASS
----------------- --------
<S> <C> <C>
Michael J. Emmi..................................... 525,057(2) 3.6%
Allen R. Freedman................................... 179,606(3) 1.2%
Michael D. Chamberlain.............................. 152,118(4) 1%
Thomas I. Unterberg................................. 140,000(5) *
Terrel H. Bell...................................... 32,000(6) *
Eric Haskell........................................ 113,634(7) *
Richard A. Blumenthal............................... 86,183(8) *
Susan R. Sheridan................................... 12,949(9) *
All directors and executive officers as a group (8
persons)........................................... 1,241,547(10) 8.5%
</TABLE>
- --------
* Less than 1%
(1) Information with respect to beneficial ownership is based upon
information furnished by each director and officer. Unless otherwise
specified, the named shareholders have sole voting and investment power with
respect to all of the shares indicated.
(2) Includes 1,009 shares with respect to which Mr. Emmi does not have
investment power, 2,000 shares owned by Mr. Emmi as custodian for his
daughter, and options currently exercisable, or which can be exercised within
sixty days of December 31, 1995, to purchase 332,825 shares.
(3) Includes options currently exercisable, or which can be exercised within
sixty days of December 31, 1995, to purchase 12,000 shares.
(4) Includes 6,702 shares with respect to which Mr. Chamberlain does not
have investment power, and options currently exercisable, or which can be
exercised within sixty days of December 31, 1995, to purchase 116,666 shares.
(5) Includes 3,000 shares which are owned by Mr. Unterberg's wife, with
respect to which Mr. Unterberg has neither voting power nor investment power,
and options currently exercisable, or which can be exercised within sixty days
of December 31, 1995, to purchase 12,000 shares.
(6) Includes options currently exercisable, or which can be exercised within
sixty days of December 31, 1995, to purchase 12,000 shares.
(7) Includes 302 shares with respect to which Mr. Haskell does not have
investment power, 8,000 shares owned by Mr. Haskell as custodian for his
children, 6,666 shares which may be acquired upon conversion of 6 1/4%
Convertible Subordinated Debentures held by Mr. Haskell's children, and
options currently exercisable, or which can be exercised within sixty days of
December 31, 1995, to purchase 70,666 shares.
10
<PAGE>
(8) Includes 499 shares with respect to which Mr. Blumenthal does not have
investment power, 18 shares owned by Mr. Blumenthal as custodian for his
daughter, and options currently exercisable, or which can be exercised within
sixty days of December 31, 1995, to purchase 68,666 shares.
(9) Includes 232 shares with respect to which Ms. Sheridan does not have
investment power, and options currently exercisable, or which can be exercised
within sixty days of December 31, 1995, to purchase 12,667 shares.
(10) Includes options currently exercisable, or which can be exercised
within sixty days of December 31, 1995, to purchase 637,490 shares and 11,744
shares with respect to which the group does not have investment power.
SELECTION OF AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent auditors,
to audit the consolidated financial statements of the Company for the fiscal
year ending September 30, 1996. Ernst & Young LLP has acted as independent
auditors for the Company since 1976. A representative of Ernst & Young LLP is
expected to be present at the Annual Meeting, will have the opportunity to
make a statement, and will be available to respond to appropriate questions.
OTHER BUSINESS
Management knows of no other matters that will be presented at the Annual
Meeting. However, if any other matter properly comes before the meeting, or
any adjournment or postponement thereof, it is intended that Proxies in the
accompanying form will be voted in accordance with the judgment of the persons
named therein.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended September 30, 1995 accompanies this Proxy Statement.
RESTRICTION ON INCORPORATION BY REFERENCE
The information contained in this Proxy Statement under the captions "Board
Compensation Committee Report on Executive Compensation" and "Stock
Performance Chart" shall not be, or be deemed to be, incorporated by reference
into the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995.
SHAREHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy materials for the 1996
Annual Meeting of Shareholders, a proposal intended to be presented by a
shareholder for action at that meeting must, in addition to meeting the
shareholder eligibility and other requirements of the Securities and Exchange
Commission's rules governing such proposals, be received not later than
September 24, 1996 by the Secretary of the Company at the Company's principal
executive offices, Great Valley Corporate Center, Four Country View Road,
Malvern, Pennsylvania 19355.
11
<PAGE>
COST OF SOLICITATION
The cost of soliciting Proxies will be borne by the Company. In addition to
solicitation by mail and by the Company's regular officers and employees
personally or by telephone, telegram, facsimile transmission or express mail,
arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxies and proxy material to their principals, and
the Company may reimburse them for any attendant expenses. In the event that
the Company engages outside personnel to solicit proxies on its behalf, the
Company will pay their fees and expenses.
----------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. THEREFORE,
WHETHER OR NOT YOU EXPECT TO BE PRESENT IN PERSON, YOU ARE RESPECTFULLY
REQUESTED TO COMPLETE AND SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN
THE ENCLOSED STAMPED ADDRESSED ENVELOPE. THIS WILL NOT PREVENT YOU FROM VOTING
IN PERSON AT THE MEETING. IT WILL, HOWEVER, HELP TO ASSURE A QUORUM AND AVOID
ADDED PROXY SOLICITATION COSTS.
By Order of the Board of
Directors
Richard A. Blumenthal
Secretary
Dated: January 22, 1996
Malvern, Pennsylvania
12
<PAGE>
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
Proxy Solicited On Behalf Of The Board of Directors
The undersigned, revoking of previous proxies, hereby appoints Michael D.
Chamberlain and Richard A. Blumenthal and each of them acting individually, as
attorney and proxy of the undersigned, with full power of substitution, to vote,
as indicated below and in their discretion upon such other matters as may
properly come before the meeting, all shares which the undersigned would be
entitled to vote at the Annual Meeting of the Shareholders of the Company to be
held on February 23, 1995, and at any adjournment or postponement thereof.
Please be sure to sign and date this Proxy in the box below. _________________
Date
________________________________________________________________________________
________Stockholder sign above_____________Co-holder (if any) sign above________
With-
For hold Except
1. Election of Directors: [_] [_] [_]
Michael J. Emmi
Allen R. Freedman
For a three-year term expiring at the 1999 Annual Meeting
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, UNLESS OTHERWISE
SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES FOR
DIRECTOR LISTED ABOVE. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY WITH
RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT.
NOTE: PLEASE SIGN THIS PROXY EXACTLY AS NAME(S) APPEAR ON YOUR STOCK
CERTIFICATE. WHEN SIGNING AS ATTORNEY-IN-FACT, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE ADD YOUR TITLE AS SUCH, AND IF SIGNOR IS A CORPORATION,
PLEASE SIGN WITH FULL CORPORATE NAME BY A DULY AUTHORIZED OFFICER OR OFFICERS
AND AFFIX THE CORPORATE SEAL WHERE STOCK IS ISSUED IN THE NAME OF TWO (2) OR
MORE PERSONS, ALL SUCH PERSONS SHOULD SIGN.
+ +
- --------------------------------------------------------------------------------
* Detach above card, sign, date and mail in
postage paid envelope provided. *
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
________________________________________________________________________________
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
________________________________________________________________________________
