<PAGE>
As filed with the Securities and Exchange Commission on March 18, 1996
Registration No. 33-64857
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
Post-Effective Amendment No. 1
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)
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
--------------------------------
The registrant hereby requests that this Post-Effective Amendment No. 1 become
effective as soon as practicable pursuant to Section 8(c) of the Securities Act
of 1933.
<PAGE>
On December 8, 1995, SunGard Data Systems Inc., a Delaware corporation
("SunGard"), filed Registration Statement No. 33-64857 on Form S-3 (the
"Registration Statement") to register 405,334 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 for a period of 90 days after the date the
Registration Statement was declared effective.
On December 18, 1995, 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 8,883 shares of Common
Stock, comprised of the Shares not sold by the Selling Stockholders during the
90-day 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. 1 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: March 18, 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. 1 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, March 18, 1996
- ---------------------------------- President, and Chairman
James L. Mann of the Board of Directors
(principal executive officer)
/s/ Michael J. Ruane Chief Financial Officer and March 18, 1996
- ---------------------------------- Vice President-Finance
Michael J. Ruane (principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller March 18, 1996
- ---------------------------------- (principal accounting officer)
Andrew P. Bronstein
* Director March 18, 1996
- ----------------------------------
Gregory S. Bentley
* Director March 18, 1996
- ----------------------------------
Michael C. Brooks
* Director March 18, 1996
- ----------------------------------
Albert A. Eisenstat
* Director March 18, 1996
- ----------------------------------
Bernard Goldstein
* Director March 18, 1996
- ----------------------------------
Michael Roth
* Director March 18, 1996
- ----------------------------------
Malcolm I. Ruddock
* Director March 18, 1996
- ----------------------------------
Lawrence J. Schoenberg
</TABLE>
*By:/s/ Michael J. Ruane
---------------------------
Michael J. Ruane, Attorney-in-fact
