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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 9, 1997
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
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(Exact name of issuer as specified in charter)
DELAWARE 0-11521 23-1701520
(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation or file number Identification
Organization) Number)
4 COUNTY VIEW ROAD, MALVERN, PENNSYLVANIA 19355
(Address of principal executive offices)
(610) 647-5930
(Registrant's telephone number, including area code)
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Item 5. Other Events
Debenture Redemption Call
On April 9, 1997, Systems & Computer Technology Corporation (the
"Company") gave notice that it has elected to redeem and will redeem on May 9,
1997 (the "Redemption Date") all of its outstanding, authenticated and
registered 6 1/4 % Convertible Subordinated Debentures Due 2003 (the
"Debentures") issued pursuant to that certain Indenture dated as of September 1,
1993, by and between the Company and First Fidelity Bank, N.A, Pennsylvania (now
First Union National Bank), as Trustee. Debentures surrendered for redemption
will be redeemed at a premium of 104.164% of the principal amount, plus accrued
and unpaid interest from March 1, 1997 to the redemption date, resulting in a
total redemption price of $1,053.62 for each $1,000 principal amount of
Debentures. As of April 8, 1997, the principal amount of Debentures outstanding
was $27,295,000.
At the option of the holders, the Debentures are convertible into the
Company's Common Stock at a conversion price of $15.00 per share of Common
Stock, or approximately 66.7 shares of Common Stock for each $1,000 principal
amount of Debentures. The Debentures may be surrendered for conversion before
5:00 p.m. Eastern Daylight-Savings Time on May 8, 1997.
So long as the market price of the Common Stock is greater than $15.80
per share at the time of conversion, a holder who converts his or her Debentures
will receive Common Stock (and cash in lieu of any fractional shares) with a
market value greater than the amount of the cash receivable upon redemption of
the Debentures. If all Debentures currently outstanding are converted,
approximately 1.8 million shares of the Company's Common Stock would be
issuable.
A copy of the Notice of Redemption delivered to the holders of
Debentures is attached as an exhibit to this report.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99 Notice of Redemption
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYSTEMS & COMPUTER TECHNOLOGY
CORPORATION
Date: April 9, 1997 By: /s/ Eric Haskell
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Eric Haskell
Senior Vice President, Finance
and Administration; Treasurer;
and Chief Financial Officer
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NOTICE OF REDEMPTION
TO THE HOLDERS OF
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
6 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003
CUSIP NUMBER 871873AA3*
APRIL 9, 1997
NOTICE IS HEREBY GIVEN, pursuant to Article XI of that certain Indenture
dated as of September 1, 1993, by and between Systems & Computer Technology
Corporation (the "Company") and First Fidelity Bank, N.A., Pennsylvania (now
First Union National Bank), as Trustee (the "Indenture"), that the Company has
elected to redeem and will redeem on May 9, 1997 (the "Redemption Date") all of
the outstanding, authenticated and registered 6 1/4% Convertible Subordinated
Debentures Due 2003 (the "Debentures") at a redemption price of 104.164% of the
principal amount, plus accrued and unpaid interest from March 1, 1997, to the
Redemption Date (the "Redemption Price"), all as more fully set forth below .
ALTERNATIVES AVAILABLE TO HOLDERS OF DEBENTURES
Each person in whose name a Debenture is registered in the Debenture
Register (each such person a "Holder" and, collectively, "Holders") has the
following alternatives (in addition to any other disposition of the Debentures):
1. CONVERSION. Prior to 5:00 p.m. Eastern Daylight-Savings Time on May 8,
1997, Holders of the Debentures may convert their Debentures into the Company's
Common Stock, par value $.01 per share, ("Common Stock") at the rate of $15.00
per share of Common Stock. See "Conversion of the Debentures" below.
2. REDEMPTION. Holders may surrender their Debentures for redemption and
payment of the Redemption Price. See "Redemption of the Debentures" below.
UNDER THE FOREGOING ALTERNATIVES, BASED UPON THE CLOSING PRICE OF THE COMPANY'S
COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET SYSTEM ON APRIL 7, 1997,
OF $21.00, A HOLDER WHO CONVERTED $1,000 PRINCIPAL AMOUNT OF DEBENTURES ON THAT
DATE WOULD HAVE RECEIVED COMMON STOCK (AND CASH IN LIEU OF ANY FRACTIONAL
SHARES) HAVING A MARKET VALUE OF $1,400. SO LONG AS THE MARKET PRICE OF THE
COMMON STOCK IS GREATER THAN $15.80 PER SHARE AT THE TIME OF CONVERSION, A
HOLDER WHO CONVERTS HIS OR HER DEBENTURES WILL RECEIVE COMMON STOCK AND CASH IN
LIEU OF ANY FRACTIONAL SHARE WITH A MARKET VALUE GREATER THAN THE AMOUNT OF CASH
RECEIVABLE UPON REDEMPTION OF THE DEBENTURES. THE PRICE OF THE COMMON STOCK
RECEIVED UPON CONVERSION, HOWEVER, IS SUBJECT TO FLUCTUATION AND A HOLDER MAY
INCUR VARIOUS TRANSACTION COSTS IF SUCH COMMON STOCK IS SOLD IN THE MARKET.
HOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE COMMON STOCK.
CONVERSION OF THE DEBENTURES
At the option of the Holder, the Debentures (or any portion of the
principal amount thereof which is $1,000 or an integral multiple thereof) may be
converted into the Company's Common Stock at a conversion price of $15.00 per
share of Common Stock, or approximately 66.7 shares of Common Stock for each
$1,000 principal amount of Debentures.
Debentures, duly endorsed or assigned to the Company or in blank, may be
surrendered for conversion at the following location: First Union National
Bank, First Union Customer Information Center, Attn: 3C3 6G04, 1525 West W.T.
Harris Boulevard, NC 1153, Charlotte, NC 28288-1153. On all Debentures
surrendered for conversion, the Conversion Notice on the reverse side of the
Debenture shall be completed and signed by the Holder.
Any Debenture not converted will be redeemed as described below. The right
to convert the Debentures shall expire with respect to any Debentures that are
not surrendered for conversion before 5:00 p.m. Eastern Daylight-Savings Time on
May 8, 1997.
REDEMPTION OF THE DEBENTURES
Any Debentures not converted before 5:00 p.m. Eastern Daylight-Savings Time
on May 8, 1997, will be redeemed at the price of $1,041.64 for each $1,000
principal amount of Debentures, plus accrued and unpaid interest from March 1,
1997, to the Redemption Date of $11.98 per $1,000 principal amount of
Debentures, for a total Redemption Price of $1,053.62. Interest on the
Debentures will cease to accrue on and after the Redemption Date.
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Debentures may be surrendered for redemption and payment of the Redemption
Price on or after the Redemption Date at the following location: First Union
National Bank, First Union Customer Information Center, Attn: 3C3 6G04, 1525
West W.T. Harris Boulevard, NC 1153, Charlotte, NC 28288-1153.
FOR INFORMATION CALL ALAN FINN, ASSISTANT VICE PRESIDENT, CORPORATE TRUST
ADMINISTRATION, FIRST UNION NATIONAL BANK, AT (215) 985-7207.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
By: /s/ Eric Haskell
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Eric Haskell
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer
* The CUSIP Number is placed on this Notice of Redemption solely as a
matter of convenience to the Holders. No representation is hereby made as to
the correctness or accuracy of the CUSIP number printed on this Notice of
Redemption or on the Debentures. Holders should only rely on the other
identification numbers printed on the Debentures.
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