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As filed with the Securities and Exchange Commission on December 11, 1995.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUNGARD/(R)/ DATA SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 51-0267091
(State or other jurisdiction (I.R.S. Employer
of incorporation or 1285 DRUMMERS LANE Identification
organization) WAYNE, PENNSYLVANIA 19087 Number)
(Address of Principal Executive Offices) (Zip Code)
SUNGARD DATA SYSTEMS INC.
CERTAIN OPTIONS OUTSTANDING UNDER
INTELUS CORPORATION 1986 STOCK OPTION PLAN,
INTELUS CORPORATION 1988 STOCK OPTION PLAN AND
RENAISSANCE SOFTWARE INC. AMENDED AND RESTATED
1992 EQUITY INCENTIVE PLAN
(Full title of the plans)
LAWRENCE A. GROSS, ESQUIRE
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)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 87,263 $29.25 (1) $2,552,442.75 $881
per share
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</TABLE>
(1) Pursuant to Rule 457(h), based upon the average of the high and low sale
prices of SunGard Data Systems Inc. Common Stock, par value $.01 per share,
reported on The Nasdaq Stock Market on December 5, 1995.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
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The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
- -------------------------------------------------------------------
The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed with the Commission are incorporated
herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(ii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (i) above;
(iii) The description of the Company's Common Stock which is
incorporated by reference in the Company's Registration Statement on Form 8-A
(File No. 0-14232) filed on February 14, 1986 under the Exchange Act, including
any amendment or report filed for the purpose of updating such description; and
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, after the date of this Registration Statement but prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
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Legal Opinion.
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Lawrence A. Gross, Esquire, who prepared the opinion attached as Exhibit
5.1 as to the legality of the shares of the Company's Common Stock issuable to
certain option holders pursuant to the Intelus Corporation 1986 Stock Option
Plan, the Intelus Corporation 1988 Stock Option Plan and the Renaissance
Software Inc. Amended and Restated 1992 Equity Incentive Plan, is Vice President
and General Counsel of the Company, and, as of the date hereof, owns 3,528
shares of the Company's Common Stock.
Experts.
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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-8 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.
Item 6. 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 or
agents, against expenses (including attorneys' 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.
The Company's Bylaws provide for indemnification to the fullest extent
permitted by the Delaware General Corporation Law.
The Delaware General Corporation Law also provides that a Delaware
corporation may, by amendment to its certificate of incorporation, eliminate
personal liability of its directors to the corporation
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and its stockholders, in certain circumstances, for monetary damages arising
from a breach of the director's duty of care. The Company has adopted an
amendment to the Company's Certificate of Incorporation which limits a
director's liability for monetary damages for breach of fiduciary duty,
including gross negligence, except in circumstances involving certain wrongful
acts, such as the breach of a director's duty of loyalty or acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law. The Company has also entered into indemnification agreements with its
directors and officers, providing for 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
indemnification agreements do not provide indemnification for, among other
things, conduct which is adjudged to be knowingly fraudulent, deliberately
dishonest or willful misconduct.
The Company has obtained directors' and officers' liability insurance
which covers certain liabilities, including liabilities to the Company and its
stockholders, in the amount of $20 million.
Item 7. Exemption from Registration Claimed
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Not Applicable.
Item 8. Exhibits
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The following exhibits are filed as part of the Registration Statement.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Opinion of Counsel regarding legality.
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.
23.5 Consent of Counsel (included as part of Exhibit
5.1).
24.1 Power of Attorney (included as part of the
signature page)
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Item 9. Undertakings
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(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, as amended;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the 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) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That for the purpose of determining any liability under
the Securities Act of 1933, as amended, 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, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (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, as amended) 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.
(h) The undersigned registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment for the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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, the registrant 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Wayne, Pennsylvania, on the 11th day of December, 1995.
SunGard Data Systems Inc.
By: /s/ James L. Mann
---------------------------------------
James L. Mann, Chairman,
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James L. Mann and Michael J. Ruane, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution or resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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 their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
Name Title Date
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<S> <C> <C>
/s/ James L. Mann Chairman, President and December 11, 1995
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James L. Mann Chief Executive Officer
(principal executive officer)
/s/ Michael J. Ruane Vice President-Finance December 11, 1995
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Michael J. Ruane and Chief Financial Officer
(principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller December 11, 1995
- ------------------------------------
Andrew P. Bronstein (principal accounting officer)
/s/ Gregory S. Bentley Director December 11, 1995
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Gregory S. Bentley
/s/ Michael C. Brooks Director December 11, 1995
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Michael C. Brooks
</TABLE>
(SIGNATURES CONTINUED ON NEXT PAGE)
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
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<S> <C> <C>
/s/ Albert A. Eisenstat Director December 11, 1995
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Albert A. Eisenstat
/s/ Bernard Goldstein Director December 11, 1995
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Bernard Goldstein
/s/ Michael Roth Director December 11, 1995
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Michael Roth
/s/ Malcolm I. Ruddock Director December 11, 1995
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Malcolm I. Ruddock
/s/ Lawrence J. Schoenberg Director December 11, 1995
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Lawrence J. Schoenberg
</TABLE>
<PAGE>
EXHIBIT 5.1
December 11, 1995
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Ladies and Gentlemen:
As Vice President and General Counsel of SunGard Data Systems Inc.
("Company"), I have participated in the preparation of the Registration
Statement on Form S-8 ("Registration Statement") to be filed by the Company
pursuant to the Securities Act of 1933, as amended, in connection with the offer
and sale by the Company of up to 87,263 shares of common stock, par value $.01
per share ("Common Stock"), relating to certain options outstanding under the
Intelus Corporation 1986 Stock Option Plan, the Intelus Corporation 1988 Stock
Option Plan, and the Renaissance Software Inc. Amended and Restated 1992 Equity
Incentive Plan (the "Plans"). This opinion is furnished pursuant to the
requirement of item 601(b)(5) of Regulation S-K.
In rendering this opinion, I 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 November 13, 1995, (iii) the Registration Statement, and (iv) such
other instruments and documents as I have deemed relevant. I 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, I am of the opinion that the
shares of Common Stock of the Company which are being offered and sold by the
Company pursuant to the Registration Statement, when sold in the manner and for
the consideration contemplated by the Registration Statement and the Plans, will
be legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
s/ Lawrence A. Gross
Lawrence A. Gross
<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-8 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-8 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 each of 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-8) and related Prospectus of SunGard Data Systems
Inc., dated on or about December 11, 1995, 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-8 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
