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As filed with the Securities and Exchange Commission on October 16, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT Under
THE SECURITIES ACT OF 1933
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SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-1701520
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
4 Country View Road
Malvern, Pennsylvania 19355
(610) 647-5930
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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Richard A. Blumenthal, General Counsel
Systems & Computer Technology Corporation
4 Country View Road
Malvern, Pennsylvania 19355
(610) 647-5930
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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With Copies to:
Barry M. Abelson, Esquire Robert Rosenman, Esquire
Paul T. Porrini, Esquire Cravath, Swaine & Moore
Pepper, Hamilton & Scheetz LLP Worldwide Plaza
3000 Two Logan Square 825 Eighth Avenue
Philadelphia, PA 19103-2799 New York, NY 10019
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effectiveness of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-37551
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1) Unit(2) Price(2) Registration Fee
<S> <C> <C> <C> <C>
5% Convertible Subordinated
Debentures Due 2004 .................. $5,750,000 N/A N/A $1,743
Common Stock, $.01 par
value ................................. (3) N/A N/A (4)
</TABLE>
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(1) Includes Debentures that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457 of the Securities Act of
1933.
(3) Such indeterminable number of shares of Common Stock as may be required for
issuance upon conversion of the Debentures being registered hereunder and
such additional securities as may be issuable as a result of the
"anti-dilution" provisions thereof.
(4) Pursuant to Rule 457(i), no registration fee is required.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Securities Act"). The
information in the Registration Statement (File No. 333-37551) filed by
Systems & Computer Technology Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act is
incorporated by reference into this Registration Statement.
CERTIFICATION
In accordance with Rule 111(b) under the Securities Act, the
undersigned Registrant certifies as follows:
(i) the Registrant has instructed its bank to transmit to the
Commission the applicable filing fee by a wire transfer of
such amount from the account of the Registrant to the
Commission's account at Mellon Bank as soon as practicable
but no later than the close of the next business day
following the filing of this Registration Statement pursuant
to Rule 462(b);
(ii) the Registrant will not revoke such instructions; and
(iii) the Registrant has sufficient funds in such account to cover
the amount of such filing fee.
The Registant further undertakes that, if such instructions have been
sent after the close of business of such bank, the Registant will confirm
receipt of such instructions by such bank during regular business hours on
the following business day.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Malvern, Pennsylvania, on October 16, 1997.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
By: /s/ Michael J. Emmi
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Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael J. Emmi Chairman of the Board, President and October 16, 1997
- ------------------------------- Chief Executive Officer
Michael J. Emmi
* Senior Vice President, Finance and October 16, 1997
- ------------------------------- Administration, Treasurer and Chief
Eric Haskell Financial Officer (Principal Financial and
Accounting Officer)
* President, SCT Software Group and October 16, 1997
- ------------------------------- Director
Michael D. Chamberlain
* Director October 16, 1997
- -------------------------------
Gabriel A. Battista
* Director October 16, 1997
- -------------------------------
Allen R. Freedman
* Director October 16, 1997
- -------------------------------
Thomas I. Unterberg
/s/ Michael J. Emmi
*By:---------------------------
Michael J. Emmi,
Attorney-in-Fact
</TABLE>
II-1
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EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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5 Opinion of Pepper, Hamilton & Scheetz LLP.
23(a) Consent of Pepper, Hamilton & Scheetz LLP. Reference is
made to Exhibit 5 hereto.
23(b) Consent of Ernst & Young LLP.
24 Power of Attorney. Incorporated by reference from
Registration Statement No. 333-37551.
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EXHIBIT 5
October 16, 1997
Systems & Computer Technology Corporation
4 Country View Road
Malvern, PA 19355
Gentlemen:
We have been engaged as counsel to Systems & Computer
Technology Corporation (the "Company") in connection with the (i) the proposed
sale by the Company of up to $74,750,000 principal amount of 5% Convertible
Subordinated Debentures due 2004 (the "Debentures"), including up to
$9,750,000 principal amount of the Debentures which may be sold upon the
exercise of an over-allotment option, and (ii) the possible issuance of the
shares of Common Stock, $0.01 par value, of the Company into which the
Debentures are convertible (the "Common Stock"). The Debentures are intended
to be issued pursuant to an Indenture (the "Indenture") to be entered into by
the Company with First Union National Bank as Trustee (the "Trustee"), in
substantially the form attached as Exhibit 4 to the Registration Statement on
Form S-3 filed with the Securities and Exchange Commission, File No.
333-37551 (collectively with the registration statement filed pursuant to Rule
462(b) to which this opinion is an exhibit, the "Registration Statement"),
and sold pursuant to an Underwriting Agreement in substantially in the form
attached as Exhibit 1 to the Registration Statement (the "Underwriting
Agreement").
We, as counsel for the Company, have examined such corporate
records and certificates, the Indenture, the Underwriting Agreement and such
other documents and considered questions of law as we considered necessary or
appropriate for purposes of this opinion.
The Indenture and the Underwriting Agreement each contain a
provision in which the parties to such agreements agree that New York law will
govern such agreements. The opinions set forth below are limited to the federal
laws of the United States and the laws of the State of New York and the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we advise you that,
in our opinion:
(1) Such of the Debentures as are sold, issued and paid for as
contemplated by the Registration Statement will be duly and validly issued and
will constitute legal, valid and binding obligations of the Company, subject to
any limitations imposed by bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance, moratorium or other laws relating to or affecting the
rights of creditors generally; and
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(2) Such of the shares of Common Stock into which the
Debentures are convertible have been duly authorized and reserved for issuance
upon conversion of the Debentures pursuant to the terms and conditions of the
Indenture, and such shares, when and if issued upon conversion of the Debentures
in accordance with the terms of the Indenture, will be validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus forming a part of such Registration Statement.
In giving this consent, we do not hereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations thereunder.
Very truly yours,
/s/ PEPPER, HAMILTON & SCHEETZ LLP
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Exhibit 23(b)
Consent of Independent Auditors
We consent to the reference to our firm under the captions "Experts" and
"Selected Consolidated Financial Data" in the Registration Statement (Form S-3
No. 333-37551) which is incorporated by reference in this registration
statement and related Prospectus of Systems & Computer Technology Corporation
and to the incorporation by reference therein and herein of our report dated
October 28, 1996, with respect to the consolidated financial statements and
financial statement schedule of Systems & Computer Technology Corporation
included in its Annual Report (Form 10-K) for the year ended September 30,
1996, filed with the Securities and Exchange Commission.
Philadelphia, Pennsylvania
October 16, 1997
