<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SYSTEMS & COMPUTER TECHNOLOGY, INC.
- -----------------------------------------------------------------------------
(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/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
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4) Date Filed:
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<PAGE>
[GRAPHIC OMITTED] SCT
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
Great Valley Corporate Center
Four Country View Road
Malvern, Pennsylvania 19355
-----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 28, 1997
-----------------------
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 28, 1997 at Two Country
View Road, Malvern, Pennsylvania for the following purpose:
1. To elect one director 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
17, 1997 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 27, 1997
- --------------------------------------------------------------------------------
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 27, 1997, 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 28, 1997 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 nominee 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 17, 1997
will be entitled to vote at the Annual Meeting or any adjournments or
postponements thereof. As of that date, there were 14,123,855 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 nominee 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.
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes with
staggered three year terms. The term of Gabriel A. Battista (appointed by the
Board on November 8, 1996 to serve the unexpired term of Terrel H. Bell, who
passed away on June 22, 1997) expires at the Annual Meeting, and he is nominated
to fill a term expiring at the 2000 Annual Meeting of Shareholders. The terms of
Thomas I. Unterberg and Michael D. Chamberlain expire at the 1998 Annual Meeting
of Shareholders. The terms of Michael J. Emmi and Allen R. Freedman expire at
1999 Annual Meeting of Shareholders. Unless otherwise specified in the
accompanying Proxy, the shares voted pursuant thereto will be cast for Mr.
Battista for a term to expire at the 2000 Annual Meeting of Shareholders. If,
for any reason, at the time of election, Mr. Battista 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 Mr. Battista will be unable to serve as a director.
<PAGE>
The following table sets forth as to the nominee 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>
Expiration
Positions with Has Been of
the Company, Principal Occupation a Director Current
Name Age and Other Directorships Since Term
----- ----- ---------------------------------------------- -------------- ------------
<S> <C> <C> <C> <C>
Nominee for Election
Gabriel A. Battista ......... 52 Chief Executive Officer of Network 1996 (1)
Solutions, Inc. since October, 1996. From
November 1991 to October 1996, Mr.
Battista served in various executive positions
for Cable & Wireless, Inc., most recently as
Chief Executive Officer, and previously as
President and Chief Operating Officer,
respectively. Mr. Battista is also a director
of Axent Technologies, Inc.
Directors Continuing in Office
Michael J. Emmi ............... 54 Chairman of the Board, President and Chief 1985 1999
Executive Officer of the Company since
May, 1985. Mr. Emmi is also a director of
CompuCom Systems, Inc. and National
Media Corporation.
Allen R. Freedman* ............ 56 Managing Director, Fortis International N.V. 1982 1999
since January, 1987. Chairman and Chief
Executive Officer of Fortis, Inc. since
November, 1990. He is also a director of
Genesis Health Ventures and Fortis
Securities, Inc.
Thomas I. Unterberg* ......... 66 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, ECCS, Inc. and Electronics
For Imaging, Inc.
Michael D. Chamberlain ...... 52 President, SCT Software Group of the 1989 1998
Company since May, 1994; Senior Vice
President of the Company since July, 1990.
</TABLE>
- ------
- ------
*Member of the Audit Committee and the Compensation Committee
(1) Term expires at the Annual Meeting. If elected, he will serve for a
term ending at the 2000 Annual Meeting of Shareholders, or until his
successor is duly elected and qualified.
During the fiscal year ended September 30, 1996, the Board of Directors
held four 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.
The Audit Committee consists of 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
2
<PAGE>
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 held two meetings
during the fiscal year ended September 30, 1996.
During the fiscal year ended September 30, 1996, the Compensation
Committee, which consists of 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 and determines whether the recommendations of
management are consistent with general policies, practices, and compensation
scales established by the Board of Directors.
The Company does not have a standing nominating committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities ("Reporting
Persons"), to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of the Common Stock
and other equity securities of the Company. Reporting Persons are also
required to furnish the Company with copies of all Section 16(a) forms they
file.
During the Company's 1996 fiscal year, Thomas I. Unterberg purchased
15,000 shares of the Company's Common Stock, and due to an administrative
oversight, did not make the requisite Section 16(a) filing until
approximately one week after the filing due date. With that exception, to the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations of Reporting Persons
that no other reports were required with respect to fiscal 1996, all other
Section 16(a) filing requirements applicable to the Reporting Persons were
met.
3
<PAGE>
EXECUTIVE COMPENSATION
CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, for the fiscal years ended September 30,
1994, 1995 and 1996, respectively, certain compensation information with
respect to: (a) the Company's 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 1996.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------
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
Chairman of the Board, 1996 $353,500 $110,000 -0- $20,285(2)
President and Chief 1995 $335,000 $200,000 -0- $21,516
Executive Officer 1994 $313,000 $200,000 232,000 $87,050
Michael D. Chamberlain
President, SCT Software 1996 $259,800 $60,000 -0- $6,645(2)
Group; 1995 $247,050 $110,000 -0- $7,331
Senior Vice President 1994 $230,800 $120,000 175,000 $ 5,750
Eric Haskell
Senior Vice President,
Finance and Administration, 1996 $229,850 $40,000 -0- $6,002(2)
Treasurer and 1995 $215,800 $70,000 -0- $4,550
Chief Financial Officer 1994 $195,800 $ 70,000 119,000 $ 3,521
Richard A. Blumenthal
Senior Vice President, 1996 $178,300 $30,000 -0- $5,662(2)
General Counsel and 1995 $168,300 $55,000 -0- $5,424
Secretary 1994 $157,300 $ 55,000 93,000 $ 5,279
Susan R. Sheridan
Senior Vice President, 1996 $143,300 $30,000 -0- $1,057(2)
Corporate Marketing and 1995 $133,300 $30,000 50,000 $ 891
Organizational Strategy 1994(3) $117,100 $ 25,000 7,000 $2,811
</TABLE>
...............
(1) On September 30, 1996, 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, 6,250 shares, $76,563. 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 1996 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, $4,802; Mr.
Chamberlain, $4,777; Mr. Haskell, $4,750; Mr. Blumenthal, $4,777; and Ms.
Sheridan, $712; 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, $15,483; Mr.
Chamberlain, $1,868; Mr. Haskell, $1,252; Mr. Blumenthal, $845; and Ms.
Sheridan, $345.
(3) Ms. Sheridan became an executive officer of the Company on May 4,
1994.
4
<PAGE>
STOCK OPTIONS GRANTED TO CERTAIN EXECUTIVE OFFICERS DURING LAST FISCAL YEAR
No options for the purchase of the Company's Common Stock were awarded to
the Company's Chief Executive Officer or to any of the four other most highly
compensated executive officers during fiscal 1996.
STOCK OPTIONS EXERCISED BY CERTAIN EXECUTIVE OFFICERS DURING 1996 FISCAL YEAR
AND HELD BY CERTAIN EXECUTIVE OFFICERS AT SEPTEMBER 30, 1996
The following table sets forth certain information regarding options for
the purchase of the Company's Common Stock that were exercised and/or held
by: (a) the Company's Chief Executive Officer; and (b) each of the four other
most highly compensated executive officers, based on the salary and bonus
earned by such executive officers during fiscal 1996.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN FISCAL YEAR
ENDED SEPTEMBER 30, 1996 AND FY 1996-END OPTION VALUES
----------------------------------------------------------------------------------------------
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options at Options
Shares FY-End (#) at FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized Unexercisable Unexercisable(1)
---------------------- ------------- ---------- ---------------------- --------------
<S> <C> <C> <C> <C>
Michael J. Emmi ...... 24,123 $369,323 332,825/210,667 $2,615,636/
$ 0
Michael D. Chamberlain N/A N/A 116,666/158,334 $ 693,570/
$ 0
Eric Haskell ......... 15,000 $234,450 70,666/106,334 $ 381,705/
$ 0
Richard A. Blumenthal 5,000 $ 72,800 68,666/84,334 $ 457,285/
$ 0
Susan R. Sheridan .... N/A N/A 16,667/56,334 $ 18,921/
$ 0
----------------------------------------------------------------------------------------------
</TABLE>
- ------
(1) The values in this column are based on the closing sale price of the
Common Stock ($12.25) on September 30, 1996, which was the last day of the
Company's 1996 fiscal year.
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. The options vest ratably over the five year 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.
5
<PAGE>
On February 25, 1994, pursuant to the 1994 Non-Employee Director Stock
Option Plan, each of the late Dr. Bell, Mr. Freedman and Mr. Unterberg were
automatically granted an option to purchase 30,000 shares of Common Stock at
a per share exercise price of $19.375. Upon his appointment to the Company's
Board of Directors, Mr. Battista was granted an option to purchase 30,000
shares of Common Stock pursuant to the 1994 Non-Employee Director Stock
Option Plan at a per share exercise price of $13.50.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1996, the Company paid Fortis Benefits Insurance Company, a
wholly owned subsidiary of Fortis, Inc., the aggregate sum of $525,943 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.
BOARD COMPENSATION COMMITTEE REPORT 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, cash flow 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 the executive officers an opportunity to
acquire equity ownership in the Company. The program stresses both annual and
long-term performance, and supports a performance oriented environment. In
combination, these elements help 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 factors 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, return on equity and cash flow. Bonus amounts
are established based on a series of factors, including, primarily, financial
performance, as well as other business objectives and assessment of personal
performance.
The Compensation Committee granted no options to executive officers during
fiscal 1996.
The Compensation Committee determined shortly after the completion of the
Company's fiscal year ended September 30, 1995 that a 5.5% increase in the
Chief Executive Officer's base salary for fiscal 1996 was appropriate in
light of the Company's financial performance during fiscal year 1995. In
addition, shortly after the completion of the Company's fiscal year ended
September 30, 1996, the Chief Executive Officer was granted a $110,000 bonus
out of a total bonus pool for executive officers of $270,000, based on the
Company's financial performance in fiscal 1996.
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 Com-
6
<PAGE>
pensation Committee are affiliated. See Compensation Committee Interlocks and
Insider Participation. 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, 1996.
Allen R. Freedman
Thomas I. Unterberg
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, 1996 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, 1991 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 COMPUTERS (SOFTWARE & SERVICES) INDEX
500|------------------------------------------------------------------|
| |
| |
D 400|-------------------------------------------------*------------#---|
O | |
L | |
L 300|------------------------------------------------------------------|
A | * # |
R | |
S 200|-------------------------------------#-----------------------&----|
| *# & * |
| *&# & & |
100|---*&#------------------------------------------------------------|
| |
| |
0|----|----------|---------|-----------|-----------|-----------|----|
1991 1992 1993 1994 1995 1996
*=Systems & Computer Technology &=S&P 500 #=S&P Computers (Software &
Corporation Services)
* $100 INVESTED ON 9/30/91 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, 1996, 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 of
Name and Address of Beneficial Ownership Percent of
Beneficial Owner (1)(2) Class
----------------------------- ----------------------- ------------
<S> <C> <C>
Wellington Management Company 1,386,040(3) 9.8%
75 State Street
Boston, MA 02109
Kalmar Investments, Inc. .... 941,755(4) 6.7%
3701 Kennett Pike
Greenville, DE 19087
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 1,038,238 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) The named beneficial owner has shared voting power with respect to
1,000,840 shares and no voting power with respect to the remaining shares;
and shared investment power with respect to all of the shares.
(4) The named beneficial owner has no voting power with respect to any
shares; and sole investment power with respect to all of the shares.
SECURITY OWNERSHIP OF MANAGEMENT.
The following table sets forth information, as of December 31, 1996, 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
Name of Director Ownership(1) of Class
----------------------------------------------------------- ----------------- ----------
<S> <C> <C>
Michael J. Emmi ........................................... 535,884 (2) 3.7%
Michael D. Chamberlain .................................... 155,622 (3) 1.1%
Thomas I. Unterberg ....................................... 146,000 (4) *
Allen R. Freedman ......................................... 145,606 (5) *
Eric Haskell .............................................. 120,125 (6) *
Richard A. Blumenthal ..................................... 90,710 (7) *
Susan R. Sheridan ......................................... 15,355 (8) *
Gabriel A. Battista ....................................... -0- *
All directors and executive officers as a group (8 persons) 1,209,302 (9) 8.2%
</TABLE>
* Less than 1%
9
<PAGE>
(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 1,169 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, 1996, to purchase 343,492 shares.
(3) Includes 622 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, 1996, to purchase 125,000 shares.
(4) 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, 1996, to purchase 18,000 shares.
(5) Includes options currently exercisable, or which can be exercised
within sixty days of December 31, 1996, to purchase 18,000 shares.
(6) Includes 459 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, 1996, to purchase 77,000 shares.
(7) Includes 692 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, 1996, to purchase 73,000 shares.
(8) Includes 262 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, 1996, to purchase 15,001 shares.
(9) Includes options currently exercisable, or which can be exercised
within sixty days of December 31, 1996, to purchase 669,493 shares and 6,204
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, 1997. 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, 1996 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, 1996.
10
<PAGE>
SHAREHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy materials for the 1997
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 29, 1997 by the Secretary of the Company at the Company's principal
executive offices, Great Valley Corporate Center, Four Country View Road,
Malvern, Pennsylvania 19355.
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 27, 1997
Malvern, Pennsylvania
11
<PAGE>
REVOCABLE PROXY
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Proxy Solicited On Behalf Of The Board of Directors
The undersigned, revoking all previous proxies, hereby appoints Michael J.
Emmi 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 28, 1997, and at any adjournment or postponement thereof.
________________
Please be sure to sign and date | Date |
this Proxy in the box below. | |
___________________________________________|________________|
| |
| |
|__Stockholder sign above___Co-holder (if any) sign above____|
C O M M O N
With-
For hold Abstain
1. Election of Director: [ ] [ ] [ ]
Gabriel A. Battista
For a three-year term expiring at the 2000 Annual Meeting
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEE
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 |
|______________________________________________________________________________|
