<PAGE>
PROSPECTUS
----------
SUNGARD/(R)/ DATA SYSTEMS INC.
330,718 SHARES OF COMMON STOCK
The shares offered hereby (the "Shares") consist of 330,718 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 paid to the National
Association of Securities Dealers, Inc., except that SunGard may waive such
requirement in de minimis cases. Each Selling Stockholder shall pay any other
expenses incurred by such 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 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 April 26, 1996, the last
reported closing price of the Common Stock was $34.25 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 APRIL 29, 1996.
<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, 1995; (2) SunGard's
Definitive Proxy Statement in connection with its 1996 Annual Meeting of
Stockholders; and (3) 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 % OF SHARES
NAME OF SELLING # OF SHARES OWNED BEING OWNED AFTER OWNED AFTER
STOCKHOLDER BEFORE THE OFFERING OFFERED FOR SALE THE OFFERING THE OFFERING
- --------------- ------------------- ---------------- ------------ ------------
<S> <C> <C> <C> <C>
James Colker 2,994 2,994 -- --
Jan M. Lodal 311,202 311,202 -- --
James F. Minihan 2,889 2,889 -- --
Perry Family Trust 67 67 -- --
Howard L. Tischler/1/ 15,207 13,423 1,784 *
Philip J. Williamson 143 143 -- --
</TABLE>
* Less than one percent of the outstanding Common Stock of SunGard.
/1/ Mr. Tischler is President - Health Care Systems Group of Intelus
Corporation, a wholly-owned subsidiary of SunGard. Amounts shown as owned by
Mr. Tischler before and after the offering include 292 shares of Common
Stock held under SunGard's Employee Stock Purchase Plan but do not include a
total of 16,102 shares of Common Stock which Mr. Tischler has the right to
acquire within 60 days after the date of this Prospectus by exercising stock
options.
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, 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 paid to the National Association of Securities Dealers,
Inc., except that SunGard may waive such requirement in de minimis cases.
Each Selling Stockholder shall pay all other fees and expenses incurred by
such 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>
LEGAL OPINION
An opinion has been rendered by the law firm of Blank Rome Comisky &
McCauley, Philadelphia, Pennsylvania, to the effect that the shares of Common
Stock offered by the Selling Stockholders hereby are legally issued, fully
paid and non-assessable.
EXPERTS
The consolidated balance sheets of SunGard and subsidiaries as of
December 31, 1995 and 1994 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, 1995 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.
5
<PAGE>
================================================================================
No dealer, salesman or other 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 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 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.
--------------------
TABLE OF CONTENTS
Page
----
Available Information........................................ 2
Incorporation of Documents by Reference...................... 2
The Company.................................................. 3
Use of Proceeds.............................................. 3
Selling Stockholders......................................... 3
Plan of Distribution......................................... 4
Legal Opinion................................................ 5
Experts...................................................... 5
================================================================================
================================================================================
330,718 Shares
SUNGARD DATA SYSTEMS INC.
Common Stock
_______________
PROSPECTUS
_______________
April 29, 1996
================================================================================
