<PAGE>
As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 33-02579
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
Post-Effective Amendment No. 2
to
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)
<TABLE>
<S> <C> <C>
Delaware 1285 Drummers Lane, 51-0267091
(State or other Wayne, Pennsylvania 19087 (I.R.S. Employer
jurisdiction of (610) 341-8700 Identification No.)
incorporation or
organization)
</TABLE>
(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:
Francis E. Dehel, Esquire
Blank, Rome, Comisky & McCauley
Four Penn Center
Philadelphia, Pennsylvania 19103
----------------------------
The registrant hereby requests that this Post-Effective Amendment No. 2 become
effective as soon as practicable pursuant to Section 8(c) of the Securities Act
of 1933.
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On April 16, 1996, SunGard Data Systems Inc., a Delaware corporation
("SunGard"), filed Registration Statement No. 33-02579 on Form S-3 (the
"Registration Statement") to register 330,718 shares (the "Shares") of common
stock, $.01 par value per share, of SunGard (the "Common Stock") owned by the
selling stockholders listed on Page 3 of the Prospectus (the "Selling
Stockholders"). The Prospectus informed the Selling Stockholders that they would
be permitted to sell the Shares while the Registration Statement was in effect.
On April 29, 1996, the Registration Statement became effective. Since
the effective date, certain Selling Stockholders have sold Shares; however, some
Selling Stockholders did not sell all of their Shares.
Accordingly, SunGard hereby deregisters a total of 16,417 shares of
Common Stock, comprised of the Shares not sold by the Selling Stockholders
during the effective period.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Post-Effective Amendment No. 2 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in Wayne,
Pennsylvania, on the date indicated.
SunGard Data Systems Inc.
Date: September 12, 1996 By: /s/ Lawrence A. Gross
----------------------------------
Lawrence A. Gross,
Vice President and General Counsel, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
* Chief Executive Officer, September 12, 1996
- ---------------------------- President, and Chairman
James L. Mann of the Board of Directors
(principal executive officer)
/s/ Michael J. Ruane Chief Financial Officer and September 12, 1996
- ---------------------------- Vice President-Finance
Michael J. Ruane (principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller September 12, 1996
- ---------------------------- (principal accounting officer)
Andrew P. Bronstein
* Director September 12, 1996
- ----------------------------
Gregory S. Bentley
* Director September 12, 1996
- ----------------------------
Michael C. Brooks
* Director September 12, 1996
- ----------------------------
Albert A. Eisenstat
* Director September 12, 1996
- ----------------------------
Bernard Goldstein
* Director September 12, 1996
- ----------------------------
Michael Roth
* Director September 12, 1996
- ----------------------------
Malcolm I. Ruddock
* Director September 12, 1996
- ----------------------------
Lawrence J. Schoenberg
</TABLE>
*By: /s/ Michael J. Ruane
----------------------------------
MICHEAL J. RUANE, ATTORNEY-IN-FACT
