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As filed with the Securities and Exchange Commission on April 10, 1995.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUNGARD DATA SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other 51-0267091
jurisdiction of (I.R.S. Employer
incorporation or 1285 Drummers Lane Identification
organization) Wayne, Pennsylvania 19087 Number)
(Address of Principal Executive Offices) (Zip Code)
SUNGARD DATA SYSTEMS INC.
1994 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)
Copies of Communications to:
Arthur H. Miller, Esquire
Blank, Rome, Comisky & McCauley
1200 Four Penn Center Plaza
Philadelphia, Pennsylvania 19103
(215) 569-5544
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Proposed Proposed
Amount to maximum maximum
be offering aggregate Amount of
Title of securities registered price offering registration
to be registered (1) per share price fee
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<S> <C> <C> <C> <C>
Common Stock, par value 500,000 $44.875 (2) $22,437,000 (2) $7,737.12
$.01 per share
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</TABLE>
(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plan.
(2) 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 April 4, 1995.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
--------------------------
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.
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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.
Item 5. Interests of Named Experts and Counsel.
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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
under the Plan, is Vice President and General Counsel of the Company, and, as
of the date hereof, beneficially owns 2,182 shares of the Company's Common
Stock and is eligible to receive awards under the Company's 1994 Equity
Incentive Plan.
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Item 6. Indemnification of Directors and Officers.
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The Company's By-laws provide for indemnification to the fullest extent
permitted by the Delaware General Corporation Law. 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 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 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.
Exhibit No. Description
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5.1 Opinion of Counsel regarding legality.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Counsel (included as part of Exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page)
Item 9. Undertakings
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(a) The undersigned registrant hereby undertakes:
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(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;
(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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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 7th day of April, 1995.
SUNGARD DATA SYSTEMS INC.
By:
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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.
Name Title Date
- ---- ----- ----
s/ James L. Mann Chairman, President and April 7, 1995
- ------------------------- Chief Executive Officer
James L. Mann (principal executive officer)
s/ Michael J. Ruane Vice President-Finance April 7, 1995
- ------------------------- and Chief Financial Officer
Michael J. Ruane (principal financial officer)
s/ Andrew P. Bronstein Vice President and Controller April 7, 1995
- ------------------------- (principal accounting officer)
Andrew P. Bronstein
s/ Gregory S. Bentley Director April 7, 1995
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Gregory S. Bentley
s/ Michael C. Brooks Director April 7, 1995
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Michael C. Brooks
(SIGNATURES CONTINUED ON NEXT PAGE)
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Name Title Date
- ---- ----- ----
s/ Albert A. Eisenstat Director April 7, 1995
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Albert A. Eisenstat
s/ Bernard Goldstein Director April 7, 1995
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Bernard Goldstein
s/ Michael Roth Director April 7, 1995
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Michael Roth
s/ Malcom I. Ruddock Director April 7, 1995
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Malcolm I. Ruddock
s/ Lawrence J. Schoenberg Director April 7, 1995
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Lawrence J. Schoenberg
<PAGE>
Exhibit 5.1
April 7, 1995
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
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
with the Securities Exchange Act of 1933, as amended, relating to the offer and
sale of up to 500,000 shares of common stock, par value $.01 per share ("Common
Stock"), by the Company pursuant to the Company's 1994 Equity Incentive Plan
(the "Plan"). 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 February 15, 1994, (iii) resolutions adopted by the stockholders
on April 4, 1994, and (iv) the Registration Statement. 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 Plan, 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
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of SunGard Data System Inc. of our reports dated February
8, 1995 on our audits of the consolidated financial statements and consolidated
financial statement schedules of SunGard Data Systems Inc. and subsidiaries.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
April 4, 1995
