<PAGE>
As filed with the Securities and Exchange Commission on April 24, 1998.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 23-1701520
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
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)
1994 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
Richard A. Blumenthal, General Counsel
Systems & Computer Technology Corporation
4 Country View Road
Malvern, Pennsylvania 19355
(Name and address of Agent for Service)
(610) 647-5930
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Titles of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price(2)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 $51.03 per share $51,031,000 $15,055
$0.01 per share
=========================================================================================================================
</TABLE>
(1) Reflects the pre-split number, prior to a declared two-for-one stock split
in the form of a 100% stock dividend, payable on May 15, 1998 to
stockholders of record on May 1, 1998. After the stock split is
effectuated, this Registration Statement will relate to 2,000,000 shares.
(2) Based upon the average of the high and low prices of the Common Stock as
reported by the Nasdaq Stock Market on April 17, 1998, estimated solely for
the purpose of calculating the registration fee in accordance with Rule
457(c) of the Securities Act of 1933, as amended.
<PAGE>
Pursuant to General Instruction E of Form S-8, this
Registration Statement is being filed in order to register additional shares of
Common Stock, $0.01 par value, of Systems & Corporation Technology Corporation
(the "Company"), with respect to a currently effective Registration Statement on
Form S-8 of the Company relating to a certain employee benefit plan of the
Company.
The contents of the Registration Statement on Form S-8 as
filed on June 30, 1995, Registration No. 33-60831, are incorporated by reference
into this Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
5 Opinion of Pepper Hamilton LLP regarding the legality of the
Registrant Stock
23.1 Consent of Ernst & Young LLP
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5)
24 Power of Attorney (included on Signature Page)
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Malvern, Pennsylvania, on April 23,1998.
SYSTEMS & COMPUTER TECHNOLOGY
CORPORATION
By: /s/ Michael J. Emmi
---------------------------------------
Michael J. Emmi, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Michael J. Emmi, Eric Haskell
and Richard A. Blumenthal, and each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and other registration statements and amendments thereto relating to
the offering contemplated by this Registration Statement (including registration
statements under Rule 462 promulgated under the Securities Act of 1933), and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
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.
Date: April 23, 1998 /s/ Michael J. Emmi
------------------------------------------------------
Michael J. Emmi, Chairman of the Board,
President and Chief Executive Officer
Date: April 23, 1998 /s/ Eric Haskell
------------------------------------------------------
Eric Haskell, Senior Vice President, Finance and
Administration, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
-3-
<PAGE>
Date: April 23,1998 /s/ Michael D. Chamberlain
----------------------------------
Michael D. Chamberlain, President,
SCT Software Group and Director
Date: April 23, 1998 /s/ Gabriel A. Battista
----------------------------------
Gabriel A. Battista, Director
Date: April 23, 1998 /s/ Thomas I. Unterberg
--------------------------------
Thomas I. Unterberg, Director
Date: April 23, 1998 /s/ Allen R. Freedman
------------------------------
Allen R. Freedman, Director
-4-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Pepper Hamilton LLP regarding the legality of
the Registrant Stock
23.1 Consent of Ernst & Young LLP
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5)
24 Power of Attorney (included on Signature Page)
<PAGE>
[PEPPER HAMILTON LLP Letterhead]
April 24, 1998
Systems & Computer Technology Corporation
Four Country View Road
Malvern, Pennsylvania 19355
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
(the "Registration Statement") of Systems & Computer Technology Corporation, a
Delaware corporation (the "Company"), to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the offering and sale
by the Company of up to an aggregate of 1,000,000 shares of common stock, par
value $0.01 per share (the "Shares"), of the Company pursuant to the Company's
1994 Long-Term Incentive Plan (the "Plan").
In this connection, we have examined the Registration
Statement, including the exhibits thereto, the originals or copies, certified or
otherwise identified to our satisfaction, of the Certificate of Incorporation
and the By-Laws of the Company as amended to date, and such other documents and
corporate records relating to the Company as we have deemed appropriate for the
purpose of rendering the opinion expressed herein. The opinion expressed herein
is based exclusively on the applicable provisions of the Delaware General
Corporation Law and federal securities laws as in effect on the date hereof.
On the basis of the foregoing, we are of the opinion that
the Shares, when issued and paid for in accordance with the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. By providing such consent, we do not
admit that we come within the categories of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
PEPPER HAMILTON LLP
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 pertaining to the Systems & Computer
Technology Corporation 1994 Long-Term Incentive Plan, of our report dated
October 24, 1997, except for Note I, as to which the date is December 3, 1997,
with respect to the consolidated financial statements and financial statement
schedule of Systems & Computer Technology Corporation included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1997, as amended by
Form 10-K/A, Amendment No. 1 thereto, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
April 24, 1998
