<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1995
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________________
SUNGARD (R) DATA SYSTEMS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1285 DRUMMERS LANE, 51-0267091
(State or other jurisdiction of WAYNE, PENNSYLVANIA 19087 (I.R.S. Employer
incorporation or organization) (610) 341-8700 Identification No.)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
______________________________
LAWRENCE A. GROSS, ESQUIRE
VICE PRESIDENT AND GENERAL COUNSEL
SUNGARD DATA SYSTEMS INC.
1285 DRUMMERS LANE, WAYNE, PENNSYLVANIA 19087
(610) 341-8700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________
COPIES TO:
ARTHUR H. MILLER, ESQUIRE
BLANK, ROME, COMISKY & MCCAULEY
FOUR PENN CENTER
PHILADELPHIA, PENNSYLVANIA 19103
______________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment, 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. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_] _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, 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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 405,334 shares/(1)/ 29.25/(2)/ $11,856,019.50/(2)/ $4089
par value $0.01 per share
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers shares owned by certain selling
stockholders which shares may be offered from time to time by the selling
stockholders for a period not to exceed 90 days from the effective date of
this registration statement.
(2) Based upon the average of the last reported bid and asked prices of the
Common Stock as reported by The Nasdaq Stock Market on December 5, 1995,
estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED DECEMBER 8, 1995
PROSPECTUS
----------
SUNGARD (R) DATA SYSTEMS INC.
405,334 SHARES OF COMMON STOCK
The shares offered hereby (the "Shares") consist of 405,334 shares of
common stock, $.01 par value per share (the "Common Stock"), of SunGard Data
Systems Inc., a Delaware corporation ("SunGard"), which are owned by the selling
stockholders listed herein under "Selling Stockholders" (collectively, the
"Selling Stockholders"). The Shares may be offered from time to time by the
Selling Stockholders for a period not to exceed 90 days after the date of this
Prospectus, except as may be extended by SunGard in accordance with the
Registration Rights Agreement dated August 31, 1995 by and among Intelus
Corporation, a Delaware corporation ("Intelus"), all the stockholders of Intelus
as of August 31, 1995 and SunGard (the "Registration Rights Agreement"). SunGard
shall pay its own legal and accounting fees, all legal fees relating to state
securities or "blue sky" filings and all printing fees incurred in connection
herewith. Each Selling Stockholder shall pay his, her or its proportionate share
of all other expenses incurred by SunGard in connection herewith, including all
registration and filing fees attributable to the registration of the Shares, all
state securities law or "blue sky" filing fees and a proportionate share of the
filing fee payable to the National Association of Securities Dealers, Inc., and
any other expenses incurred by the Selling Stockholder. SunGard will not receive
any of the proceeds from the sale of the Shares by the Selling Stockholders.
The Selling Stockholders have not advised SunGard of any specific
plans for the distribution of the Shares covered by this Prospectus, but it is
anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on the Nasdaq National
Market of The Nasdaq Stock Market at the market price then prevailing, although
sales may also be made in negotiated transactions or otherwise. The Selling
Stockholders and the brokers and dealers through whom sale of the Shares may be
made may be deemed to be "underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), and their commissions or discounts
and other compensation may be regarded as underwriters' compensation. See "Plan
of Distribution."
SunGard's Common Stock is quoted on the Nasdaq National Market of The
Nasdaq Stock Market under the symbol "SNDT." On December __, 1995, the last
reported closing price of the Common Stock was $______ per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________
THE DATE OF THIS PROSPECTUS IS DECEMBER ____, 1995.
<PAGE>
AVAILABLE INFORMATION
SunGard has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act (the
"Registration Statement") with respect to the registration of SunGard Common
Stock owned by the Selling Stockholders. This Prospectus constitutes a part of
the Registration Statement and, in accordance with the rules of the Commission,
omits certain of the information contained in the Registration Statement. For
such information, reference is made to the Registration Statement and the
exhibits thereto.
SunGard is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Commission. The
Registration Statement, as well as such reports, proxy statements and other
information, can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at
Seven World Trade Center, New York, New York 10048. Copies of such material also
can be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, such
materials and other information concerning SunGard can be inspected at the
National Association of Securities Dealers, Inc., 1735 K Street, Washington,
D.C. 20006.
THIS PROSPECTUS INCORPORATES BY REFERENCE CERTAIN DOCUMENTS THAT ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SUNGARD HEREBY UNDERTAKES TO PROVIDE
WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY AND ALL DOCUMENTS AND INFORMATION THAT HAVE BEEN INCORPORATED BY
REFERENCE HEREIN (NOT INCLUDING EXHIBITS THERETO UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION INCORPORATED
HEREIN). SUCH DOCUMENTS AND INFORMATION ARE AVAILABLE UPON REQUEST FROM SUNGARD
DATA SYSTEMS INC., 1285 DRUMMERS LANE, WAYNE, PENNSYLVANIA 19087, ATTENTION:
INVESTOR RELATIONS; TELEPHONE: (610) 341-8700.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by SunGard with the Commission are hereby
incorporated by reference in this Prospectus: (1) SunGard's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994; (2) SunGard's Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 1995, June 30,
1995, and September 30, 1995; (3) SunGard's Definitive Proxy Statement in
connection with its 1995 Annual Meeting of Stockholders; (4) SunGard's Current
Reports on Form 8-K filed on October 6, 1995, October 20, 1995 and November 1,
1995; and (5) the description of SunGard Common Stock that is incorporated by
reference in SunGard's Registration Statement on Form 8-A filed on February 14,
1986, including any amendments or reports filed for the purpose of updating such
description.
All documents filed by SunGard pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing thereof. Any statement contained herein or in any document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus, except as so modified or superseded.
2
<PAGE>
THE COMPANY
SunGard is a computer service and application software company. SunGard
is a large specialized provider of proprietary investment support systems, is
the pioneer and a leading provider of comprehensive computer disaster recovery
services, and also provides proprietary healthcare information systems and other
computer services. SunGard is a Delaware corporation that was organized in 1982.
SunGard's principal executive offices are located at 1285 Drummers Lane, Wayne,
Pennsylvania, 19087, and its telephone number is (610) 341-8700.
USE OF PROCEEDS
SunGard will not receive any proceeds from the sale of the Shares by the
Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of
this Prospectus regarding the ownership of shares of SunGard Common Stock of
each Selling Stockholder and as adjusted to give effect to the sale of the
Shares offered hereby. All of the Shares being offered by the Selling
Stockholders were acquired by them as a result of the acquisition by SunGard of
Intelus. The Shares are being registered to permit public secondary trading in
the Shares and the Selling Stockholders may offer the Shares for resale from
time to time. See "Plan of Distribution."
<TABLE>
<CAPTION>
# OF SHARES % OF SHARES
NAME OF SELLING # OF SHARES OWNED # OF SHARES BEING OWNED AFTER OWNED AFTER
STOCKHOLDER BEFORE THE OFFERING OFFERED FOR SALE THE OFFERING THE OFFERING
- ----------------- ------------------- ---------------- ------------ ------------
<S> <C> <C> <C> <C>
ACO (c/o William Newlin) 2,526 2,526 -- --
Kirk D. Brown/1/ 6,247 6,247 -- --
CEO Venture Fund 264,893 264,893 -- --
James Colker 2,994 2,994 -- --
Fred L. Forman 1,306 1,306 -- --
Gary P. Golding 382 382 -- --
Jan Lodal 407,923 96,721 311,202 *
James F. Minihan 8,846 7,961 885 *
Sarah B. Murray 336 302 34 *
William R. Newlin 468 468 -- --
William J. Perry/Leonilla 672 605 67 *
G. Perry, Trustees
John M. Seidl 1,306 1,306 -- --
Sidney N. Stone 539 485 54 *
Howard L. Tischler/2/ 30,535 15,620 14,915 *
Robert P. Volono 2,072 1,865 207 *
Nancy L. Weil 403 363 40 *
Philip J. Williamson 1,433 1,290 143 *
</TABLE>
_________________________________
*Less than one (1) percent of the outstanding Common Stock of Sungard.
/1/ Mr. Brown is President - Financial Systems Group of Intelus Corporation, a
wholly-owned subsidiary of SunGard.
/2/ Mr. Tischler is President - Health Care Systems Group of Intelus
Corporation, a wholly-owned subsidiary of SunGard.
3
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby by the Selling Stockholders may be sold from
time to time by the Selling Stockholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made on one or more exchanges or
in the over-the-counter market (including the Nasdaq National Market of The
Nasdaq Stock Market), or otherwise at prices and at terms then prevailing or at
prices related to the then-current market price, or in negotiated transactions.
The Shares may be sold by one or more of the following methods, without
limitation: (a) a block trade in which the broker-dealer so engaged will attempt
to sell the Shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker or dealer for its account pursuant to
this Prospectus; (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (d) face-to-face transactions between the
Selling Stockholders and purchasers without a broker-dealer. In effecting sales,
brokers or dealers engaged by the Selling Stockholders may arrange for other
brokers or dealers to participate. Such brokers or dealers may receive
commissions or discounts from the Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales. In addition, any
securities covered by this Prospectus that qualify for sale pursuant to Rule 144
might be sold under Rule 144 rather than pursuant to this Prospectus.
Upon SunGard being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplemented Prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing (a) the name of each such broker-dealer, (b) the number of Shares
involved, (c) the price at which such Shares were sold, (d) the commissions paid
or discounts or concessions allowed to such broker-dealer(s), where applicable,
(e) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus, as
supplemented, and (f) other facts material to the transaction.
The Registration Statement shall remain effective until the earlier of
(i) the date on which all of the Shares included in the Registration Statement
have been distributed to the public and (ii) 90 days after the Registration
Statement is first declared effective by the Commission, except as may be
extended by SunGard in accordance with the Registration Rights Agreement.
SunGard shall pay its own legal and accounting fees, all legal fees
relating to state securities or "blue sky" filings and all printing fees
incurred in connection with the registration of the Shares. Each Selling
Stockholder shall pay his or her proportionate share of all other expenses
incurred by SunGard in connection herewith, including all registration and
filing fees attributable to the registration of the Shares, all state securities
law or "blue sky" filing fees and a proportionate share of the filing fee
payable to the National Association of Securities Dealers, and all other fees
and expenses incurred by a Selling Stockholder. Any commissions, discounts or
other fees payable to broker-dealers in connection with any sale of the Shares
will be borne by the Selling Stockholder selling such Shares.
SunGard has agreed to indemnify the Selling Stockholders in certain
circumstances, against certain liabilities, including liabilities arising under
the Securities Act. Each Selling Stockholder has agreed to indemnify SunGard and
its directors, and its officers who sign the Registration Statement against
certain liabilities, including liabilities arising under the Securities Act.
4
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT DATA
The Unaudited Pro Forma Combined Condensed Income Statement Data assumes
that SunGard's acquisitions by merger of MACESS Corporation ("MACESS"),
Renaissance Software Inc. ("Renaissance") and Intelus (collectively, the
"Mergers") had occurred on January 1, 1992, combining the results of SunGard,
MACESS, Renaissance and Intelus for the nine months ended September 30, 1995 and
1994 and for each of the three years in the period ended December 31, 1994, with
each of the Mergers accounted for on a pooling-of-interests basis. The pro forma
information is provided for illustrative purposes only and is not necessarily
indicative of the results of operations that actually would have been obtained
if the Mergers had been effected on the dates indicated or of the results that
may be obtained in the future. Unaudited pro forma combined condensed balance
sheet data as of September 30, 1995 and December 31, 1994 are not provided
herein because the Mergers would not have had a material effect on SunGard's
historical consolidated balance sheets. During the nine month period ended
September 30, 1995, SunGard has completed five business acquisitions accounted
for as purchases. Pro forma data for these acquisitions are not presented since
the financial condition and results of operations as reported in SunGard's
historical financial statements would not be materially different.
The Unaudited Pro Forma Combined Condensed Income Statement Data should
be read in conjunction with the historical financial statements and the related
notes thereto of SunGard, MACESS, Renaissance and Intelus, all of which are
incorporated by reference herein or are available from SunGard upon written
request.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------------------- ---------------------------------------
1995 1994 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
REVENUES (AS REPORTED):
SunGard........................... $378,723 $316,652 $437,190 $381,372 $324,570
MACESS............................ 9,810 7,585 10,315 6,470 1,872
Renaissance/(1)/.................. 10,729 7,542 12,527 10,271 9,054
Intelus........................... 7,111 /(5)/ 5,827 6,965 6,296 4,795
-------- -------- -------- -------- --------
Pro Forma Combined.................. $406,373 $337,606 $466,997 $404,409 $340,291
======== ======== ======== ======== ========
NET INCOME (AS REPORTED):
SunGard........................... $ 35,347 $ 30,585 $ 43,087 $ 38,474/(6)/ $ 25,808
MACESS............................ 1,846 1,737 2,030 1,108 119
Renaissance/(1)/.................. 2,157 1,164/(7)/ 2,377 985/(7)/ 1,418
Intelus........................... (94)/(5)/ (164) (1,052) 662 21
-------- -------- -------- -------- --------
Pro Forma Combined/(2)/............. $ 39,256 $ 33,322 $ 46,442 $ 41,229 $ 27,366
======== ======== ======== ======== ========
FULLY DILUTED NET INCOME
PER COMMON SHARE:/(3)/
SunGard (as reported)............. $ 0.91 $ 0.79 $ 1.12 $ 1.04/(6)/ $ 0.79
======== ======== ======== ========= ========
Pro Forma Combined................ $ 0.92 $ 0.78 $ 1.08 $ 1.00 $ 0.75
======== ======== ======== ========= ========
SHARES USED TO COMPUTE FULLY
DILUTED NET INCOME PER
COMMON SHARE:
SunGard (as reported)/(4)/........ 38,649 38,512 38,502 38,352 37,982
MACESS............................ 1,990 1,990 1,990 1,990 1,990
Renaissance/(1)/.................. 1,513 1,513 1,513 1,513 1,513
Intelus........................... 543 /(8)/ 810 810 810 810
-------- -------- -------- -------- --------
Pro Forma Combined.................. 42,695 42,825 42,815 42,665 42,295
======== ======== ======== ======== ========
</TABLE>
5
<PAGE>
/(1)/ The fiscal year of Renaissance ends March 31. For purposes of the pro
forma financial information presented above, the fiscal years ended
March 31, 1995, 1994 and 1993 are included in the 1994, 1993 and 1992
columns, respectively. Interim nine month information is presented on a
calendar year basis.
/(2)/ Excludes merger costs which are estimated to be approximately $4.5
million.
/(3)/ Fully diluted net income per common share includes assumed interest
expense savings on convertible subordinated debentures, net of income
taxes, of $1,565 and $4,337 in 1993 and 1992, respectively. The
debentures were converted into SunGard Common Stock on May 12, 1993.
/(4)/ All shares have been adjusted for the two-for-one stock split which
occurred in July 1995.
/(5)/ Represents the results for the six months ended June 30, 1995 as the
results for the three months ended September 30, 1995 are included in
SunGard results as reported.
/(6)/ 1993 includes after-tax gain on sale of product line of $3,371, or $0.09
per share on a fully diluted basis.
/(7)/ Includes after-tax charges of $1,150 and $164 during the fiscal year
ended March 31, 1994 and the nine months ended September 30, 1994,
respectively, in connection with the settlement of litigation.
/(8)/ Represents the incremental shares assumed to be outstanding for the six
months ended June 30, 1995. The incremental shares for the three months
ended September 30, 1995 are included in SunGard (as reported) shares.
LEGAL OPINION
The validity of the Shares of Common Stock offered hereby will be passed
upon for SunGard by Blank, Rome, Comisky & McCauley, Philadelphia, Pennsylvania.
EXPERTS
The consolidated balance sheets of SunGard and subsidiaries as of
December 31, 1994 and 1993 and the related consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1994 have been incorporated by reference in this
Prospectus and in the Registration Statement in reliance upon the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The balance sheets of Intelus Corporation as of December 31, 1994 and
1993 and the related statements of income, stockholders' equity and cash flows
for each of the years in the two-year period ended December 31, 1994 have been
incorporated by reference in this Prospectus and in the Registration Statement
in reliance upon the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
The financial statements of MACESS Corporation as of December 31, 1994
and 1993 and for the years then ended have been incorporated by reference in
this Prospectus and in the Registration Statement in reliance upon the report of
Ernst & Young LLP, independent auditors, given on the authority of that firm as
experts in accounting and auditing.
The consolidated financial statements of Renaissance Software Inc. for
the year ended March 31, 1995 incorporated in this Registration Statement on
Form S-3 of SunGard Data Systems Inc. by reference from SunGard Data Systems
Inc.'s Form 8-K filed October 6, 1995 have been audited by Deloitte & Touche
LLP, and have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
6
<PAGE>
=================================== =======================================
No dealer, salesman or other 405,334 Shares
person has been authorized to give
any information or to make any
representations other than those
contained in this Prospectus and,
if given or made, such information
or representations must not be SUNGARD DATA SYSTEMS INC.
relied upon as having been
authorized by SunGard or the
Selling Stockholders. This
Prospectus does not constitute an
offer to sell or a solicitation of
an offer to buy to any person in
any jurisdiction in which such
offer or solicitation would be
unlawful or to any person to whom
it is unlawful. Neither the
delivery of this Prospectus nor any Common Stock
offer or sale made hereunder shall,
under any circumstances, create any
implication that there has been no
change in the affairs of SunGard or
that information contained herein
is correct as of any time
subsequent to the date hereof.
_______________
PROSPECTUS
_______________ _______________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information............ 2
Incorporation of Documents
by Reference................... 2
The Company...................... 3 December , 1995
Use of Proceeds.................. 3
Selling Stockholders............. 3
Plan of Distribution............. 4
Unaudited Pro Forma Combined
Condensed Income Statement Data 5
Legal Opinion.................... 6
Experts.......................... 6
</TABLE>
==================================== =================================
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby.
<TABLE>
<S> <C>
SEC registration fee paid by Selling Stockholders.............. $ 4089
Nasdaq listing fee paid by Selling Stockholders................ 7795
Nasdaq listing fee paid by Company............................. 9705
London Stock Exchange fee...................................... 7000
Legal fees and expenses........................................ 5000
Accounting fees and expenses................................... 7500
Miscellaneous.................................................. 1500
------
Total........................................................ $42,589
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law provides, in substance, that Delaware
corporations shall have the power, under specified circumstances, to indemnify
their directors, officers, employees and agents in connection with actions,
suits or proceedings brought against them by third parties and in connection
with actions or suits by or in the right of the corporation, by reason of the
fact that they were or are such directors, officers, employees and agents,
against expenses (including attorney's fees) and, in the case of actions, suits
or proceedings brought by third parties, against judgments, fines and amounts
paid in settlement actually and reasonably incurred in any such action, suit or
proceeding.
SunGard's Bylaws provide for indemnification to the fullest extent permitted
by the Delaware General Corporation Law.
As permitted by the Delaware General Corporation Law, SunGard has adopted an
amendment to its Amended and Restated Certificate of Incorporation to eliminate
the personal liability of its directors to SunGard and its stockholders, in
certain circumstances, for monetary damages arising from a breach of the
director's duty of care. Additionally, SunGard has entered into indemnification
agreements (in the form approved by SunGard's stockholders at its 1987 Annual
Meeting) with each of its directors and officers. These agreements provide
indemnification to the fullest extent permitted by law and, in certain respects,
provide greater protection than that specifically provided by the Delaware
General Corporation Law. The agreements do not provide indemnification for,
among other things, conduct that is adjudged to be fraud, deliberate dishonesty
or willful misconduct.
SunGard has obtained directors' and officers' liability insurance that covers
certain liabilities, including liabilities to SunGard and its stockholders, in
the amount of $20 million.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
NUMBER DOCUMENT
------ ---------------------------------------------------------------------
<S> <C>
5.1 Opinion of Blank, Rome, Comisky & McCauley as to the validity of the
issuance of the shares of SunGard Common Stock to be registered.
23.1 Consent of Coopers & Lybrand L.L.P. with respect to SunGard.
23.2 Consent of Coopers & Lybrand L.L.P. with respect to Intelus
Corporation.
23.3 Consent of Ernst & Young LLP with respect to MACESS Corporation.
23.4 Consent of Deloitte & Touche LLP with respect to Renaissance Software
Inc.
23.3 Consent of Blank, Rome, Comisky & McCauley (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date to the registration statement
(or most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities and Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of SunGard pursuant to the foregoing provisions, or otherwise, SunGard has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by SunGard of
expenses incurred or paid by a director, officer or controlling person of
SunGard in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, SunGard will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 OF FOR FILING ON FORM S-3 HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHOR
IZED, IN WAYNE, PENNSYLVANIA, ON THE DATE INDICATED.
SUNGARD DATA SYSTEMS INC.
Date: December 8, 1995 By: /s/ James L. Mann
----------------------------------------
JAMES L. MANN,
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED. EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY
AUTHORIZES JAMES L. MANN AND MICHAEL J. RUANE AND EACH OF THEM, AS ATTORNEY-
IN-FACT, TO SIGN ON HIS BEHALF INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW,
AND TO FILE, ANY AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THIS
REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ James L. Mann Chief Executive Officer, December 8, 1995
-----------------------------
JAMES L. MANN President, and Chairman
of the Board of Directors
(principal executive officer)
/s/ Michael J. Ruane Chief Financial Officer and December 8, 1995
-----------------------------
MICHAEL J. RUANE Vice President-Finance
(principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller December 8, 1995
-----------------------------
ANDREW P. BRONSTEIN (principal accounting officer)
/s/ Gregory S. Bentley Director December 8, 1995
-----------------------------
GREGORY S. BENTLEY
/s/ Michael C. Brooks Director December 8, 1995
-----------------------------
MICHAEL C. BROOKS
/s/ Albert A. Eisenstat Director December 8, 1995
-----------------------------
ALBERT A. EISENSTAT
/s/ Bernard Goldstein Director December 8, 1995
-----------------------------
BERNARD GOLDSTEIN
/s/ Michael Roth Director December 8, 1995
-----------------------------
MICHAEL ROTH
/s/ Malcolm I. Ruddock Director December 8, 1995
-----------------------------
MALCOLM I. RUDDOCK
/s/ Lawrence J. Schoenberg Director December 8, 1995
-----------------------------
LAWRENCE J. SCHOENBERG
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DOCUMENT
------ --------
<S> <C>
5.1 Opinion of Blank, Rome, Comisky & McCauley as to the validity of the
issuance of the shares of SunGard Common Stock to be registered.
23.1 Consent of Coopers & Lybrand L.L.P. with respect to SunGard.
23.2 Consent of Coopers & Lybrand L.L.P. with respect to Intelus
Corporation.
23.3 Consent of Ernst & Young LLP with respect to MACESS Corporation.
23.4 Consent of Deloitte & Touche LLP with respect to Renaissance Software
Inc.
23.3 Consent of Blank, Rome, Comisky & McCauley (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BLANK, ROME, COMISKY & McCAULEY]
December 8, 1995
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Gentlemen:
We have acted as counsel to SunGard Data Systems Inc. ("Company"), in
connection with the Registration Statement on Form S-3 ("Registration
Statement") to be filed by the Company pursuant to the Securities Act of 1933,
as amended, relating to the registration of 405,334 shares of common stock,
par value $.01 per share ("Common Stock"), which have been included in the
Registration Statement for the respective accounts of the persons identified
in the Registration Statement as Selling Stockholders. This opinion is
furnished pursuant to the requirement of item 601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined the following documents: (i) the
Company's Certificate of Incorporation and By-laws, as amended and restated
since the inception of the Company, (ii) resolutions adopted by the Board of
Directors on July 5, 1995, and (iii) the Registration Statement. We have
assumed and relied, as to questions of fact and mixed questions of law and
fact, on the truth, completeness, authenticity and due authorization of all
documents and records examined and the genuineness of all signatures. This
opinion is limited to the laws of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the shares
of Common Stock are legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Opinion" in the Prospectus, which is a part of the Registration
Statement.
Sincerely,
/s/ Blank, Rome, Comisky & McCauley
BLANK, ROME, COMISKY & McCAULEY
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of SunGard Data Systems Inc. on Form S-3 of our reports dated February 8,
1995, on our audits of the consolidated financial statements and consolidated
financial statement schedule of SunGard Data Systems Inc. and subsidiaries as
of December 31, 1994 and 1993 and for each of the three years in the period
ended December 31, 1994, which reports are included in the Annual Report on
Form 10-K. We also consent to the reference to our firm under the heading
"Experts" in the Registration Statement.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 8, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of SunGard Data Systems Inc. on Form S-3 of our report, which includes
explanatory paragraphs relating to the acquisition as of August 31, 1995 and
to the change in its method of accounting for income taxes to conform with
Statement of Financial Accounting Standard No. 109, "Accounting for Income
Taxes" in the year ended December 31, 1993, dated August 29, 1995, on our
audits of the financial statements of Intelus Corporation as of December 31,
1994 and 1993 and for the years then ended. We also consent to the reference
to our firm under the heading "Experts" in the Registration Statement.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 8, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of SunGard Data
Systems Inc. for the registration of 405,334 shares of its common stock and to
the incorporation by reference therein of our report dated May 31, 1995, with
respect to the financial statements of MACESS Corporation included in the
current report on Form 8-K of SunGard Data Systems Inc. filed October 6, 1995.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Birmingham, Alabama
December 8, 1995
<PAGE>
EXHIBIT 23.4
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this registration statement
of SunGard Data Systems Inc. on Form S-3 of our reports dated May 17, 1995
(September 23, 1995 as to Note 8), appearing in SunGard Data Systems Inc.'s
Form 8-K filed October 6, 1995 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
December 6, 1995
