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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
SunGard/(R)/ Data Systems Inc.
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(Exact name of issuer as specified in charter)
Delaware 51-0267091
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1285 Drummers Lane, Wayne, Pennsylvania 19087
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become
pursuant to General Instruction effective simultaneously with
A(c)(1) please check the following the effectiveness of a
box. [_] concurrent registration
statement under the Securities
Act of 1933 pursuant to
General Instruction A(c)(1)
please check the following
box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of SunGard Data Systems Inc. ("Company")
consists of 120,000,000 shares of common stock, par value $.01 per share
("Common Stock"), and 5,000,000 shares of preferred stock, par value $.01 per
share ("Preferred Stock"). As of May 13, 1997, there were approximately
43,131,475 shares of Common Stock outstanding, and no shares of Preferred Stock
have been issued.
The holders of Common Stock are entitled to one vote per share.
Subject to the powers, preferences, rights, qualifications, limitations and
restrictions of any series of Preferred Stock that may be issued, holders of
Common Stock are entitled, among other things, to (1) dividends if, as and when
declared by the Board of Directors out of funds legally available therefor, and
(2) to a ratable share in the distribution of assets legally available therefor
upon the liquidation, dissolution or winding-up of the corporation after payment
of debts and expenses. The holders of Common Stock have no preemptive rights to
subscribe for additional shares of the Company. No cumulative voting rights
exist with regard to the election of directors.
The Board of Directors of the Company may, without action of the
stockholders, issue Preferred Stock from time to time in one or more series with
distinctive dividend, liquidation, conversion, voting or other rights and
preferences which could adversely affect the voting power or other rights of the
holders of Common Stock. It is not possible to state the actual effect of the
authorization of Preferred Stock upon the rights of the holders of Common Stock
until the Board of Directors determines the specific rights of the holders of a
series of Preferred Stock. Issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could make it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company. Although the Company
has no present plans to issue any shares of Preferred Stock, there can be no
assurance that the Company will not do so in the future.
Item 2. Exhibits.
All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
SunGard Data Systems Inc.
Date: May 14, 1997 By: /s/ Lawrence A. Gross
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Lawrence A. Gross
Vice President and General Counsel
