<PAGE>
As filed with the Securities and Exchange Commission on December 18, 1997
Registration No. 333-41937
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
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 Wayne, Pennsylvania 19087 (I.R.S. Employer
of incorporation or (610) 341-8700 Identification No.)
organization)
(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)
----------------------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of the Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment, please check the following box.
[_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
-----------
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
----------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
each class of securities to be offering price aggregate registration
to be registered registered per share offering price fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 467,079 shares/(1)/ $27.4375/(2)/ $12,815,480/(2)/ $3883.48
par value $0.01 per share
- --------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ This Registration Statement covers shares owned by certain selling
stockholders which shares may be offered from time to time by the selling
stockholders for a period not to exceed 60 days from the effective date of
this registration statement.
/(2)/ Based upon the average of the high and low sale price of the Common Stock
as reported by the New York Stock Exchange on December 16, 1997, estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933, as amended.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED DECEMBER 18, 1997
PROSPECTUS
----------
SunGard/(R)/ Data Systems Inc.
467,079 Shares of Common Stock
The shares offered hereby (the "Shares") consist of 467,079 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 60 days after the date of this
Prospectus, except as may be extended by SunGard in accordance with the
Registration Rights Agreement dated January 31, 1997 by and among GMI Software,
Inc., an Illinois corporation ("GMI"), all the stockholders of GMI as of January
31, 1997 and SunGard (the "Registration Rights Agreement"). SunGard shall pay
its own legal and accounting fees, all registration and filing fees attributable
to the registration of the Shares, all legal fees and filing fees relating to
state securities or "blue sky" filings, the filing fee payable to the New York
Stock Exchange and all printing fees incurred in connection herewith. Each
Selling Stockholder shall pay his, her or its own legal and accounting fees and
any other expenses incurred by the Selling Stockholder. Any commissions,
discounts or other fees payable to broker-dealers in connection with any sale of
the Shares shall 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 New York Stock Exchange 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 traded on the New York Stock Exchange under the
symbol "SDS." On December __, 1997, the last reported closing price of the
Common Stock was $_______ 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 December __, 1997
<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
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. The
Commission also maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the site is
(http://www.sec.gov).
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 (Commission File Number 1-12989) 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,
1996; (2) SunGard's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1997, June 30, 1997 and September 30, 1997; (3) SunGard's
Current Report on Form 8-K filed with the Commission on October 27, 1997; (4)
the unaudited pro forma financial information contained on pages 50-57 of
SunGard's Registration Statement on Form S-4 (Registration No. 333-40053) which
has an effective date of November 28, 1997; and (5) the description of SunGard
Common Stock that is incorporated by reference in SunGard's Registration
Statement on Form 8-A filed on May 14, 1997, including any amendments or reports
filed for the purpose of updating such description.
2
<PAGE>
On October 17, 1997, SunGard entered into an agreement with Infinity Financial
Technology, Inc., a Delaware corporation ("Infinity") (Commission File Number 0-
21601) which provides that, subject to certain conditions, Infinity would merge
with a wholly owned subsidiary of SunGard and thereby become a wholly owned
subsidiary of SunGard. The following documents filed with the Commission by
Infinity are incorporated by reference into this Prospectus: (1) the financial
statements contained in Infinity's Annual Report on Form 10-K for the year ended
December 31, 1996; and (2) the financial statements contained in Infinity's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
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.
THE COMPANY
SunGard is a computer services 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.
3
<PAGE>
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 GMI, the
acquisition by SunGard of Med Data Systems, Inc. and the acquisition by SunGard
ADS Associates, Inc. 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
NAME OF SELLING # OF SHARES OWNED # OF SHARES BEING OWNED AFTER OWNED AFTER
STOCKHOLDER BEFORE THE OFFERING OFFERED FOR SALE THE OFFERING THE OFFERING
- ------------- ------------------- ---------------- ------------ ------------
<S> <C> <C> <C> <C>
The Restated Belkin 152,413 136,639 15,774 *
Family Trust
Alan/1/ and Karen 1,523 1,523 0 *
Belkin Jt Ten
Jeffrey R. Belkin 37,116 33,404 3,712 *
Stephen E. Belkin/2/ 37,116 33,404 3,712 *
Board of Regents of the 7,410 3,810 3,600 *
University of Texas System
Peter T. Coyle 5,482 4,862 620 *
J. Jeffrey Geldermann/3/ 502,208 94,000 408,208 *
William F. Geldermann 39,650 25,000 14,650 *
Jean R. Hicks 39,052 15,000 24,052 *
Robert P. Murtaugh/4/ 501,608 94,000 407,608 *
David L. Rosenbaum 11,598 10,438 1,160 *
Silicon Valley Bancshares 14,999 14,999 0 *
</TABLE>
- --------------------
*Less than one (1) percent of the outstanding Common Stock of SunGard.
/1/Mr. Alan Belkin is President - Med Data Systems, Inc, a wholly-owned
subsidiary of SunGard.
/2/Mr. Stephen E. Belkin is Vice President - Product Development - Med Data
Systems, Inc., a wholly-owned subsidiary of SunGard.
/3/Mr. Geldermann is Vice Chairman - SunGard Futures Systems, a division of
SunGard Systems International Inc., a wholly-owned subsidiary of SunGard.
/4/Mr. Murtaugh is Vice Chairman - SunGard Futures Systems, a division of
SunGard Systems International Inc., a wholly-owned subsidiary of SunGard.
4
<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 in one or more transactions on
the New York Stock Exchange (which may involve block transactions), in special
offerings, in negotiated transactions, or otherwise, at prices and at terms then
prevailing, at prices rated to such prevailing market prices, or at negotiated
prices. In effecting sales, Selling Stockholders may engage one or more brokers
or dealers to act as principal or agent in making such sales. 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) 60 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 registration and
filing fees attributable to the registration of the Shares, all legal fees and
filing fees relating to state securities or "blue sky" filings, the filing fee
payable to the New York Stock Exchange and all printing fees incurred in
connection herewith. Each Selling Stockholder shall pay his, her or its own
legal and accounting fees and any other expenses incurred by the Selling
Stockholder. Any commissions, discounts or other fees payable to broker-dealers
in connection with any sale of the Shares shall 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.
LEGAL OPINION
Lawrence A. Gross, Esquire, who prepared the opinion attached as Exhibit 5.1
as to the legality of the Shares registered hereby, is Vice President and
General Counsel of SunGard, and, as of the date hereof, beneficially owns 25,312
shares of SunGard's Common Stock.
EXPERTS
The consolidated balance sheets of SunGard and subsidiaries as of December 31,
1996 and 1995 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, 1996 have been incorporated by reference in this Prospectus and in
the
5
<PAGE>
Registration Statement in reliance upon the report of Coopers & Lybrand LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
The consolidated financial statements and schedule of Infinity and
subsidiaries appearing in Infinity's Annual Report on Form 10-K for the year
ended December 31, 1996 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and are
incorporated herein by reference in reliance upon such report, given upon the
authority of such firm as experts in accounting and auditing.
6
<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
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information..................................................... 2
Incorporation of Documents
by Reference........................................................... 2
The Company............................................................... 3
Use of Proceeds........................................................... 3
Selling Stockholders...................................................... 4
Plan of Distribution...................................................... 5
Legal Opinion............................................................. 5
Experts................................................................... 5
</TABLE>
================================================================================
================================================================================
467,079 Shares
SunGard Data Systems Inc.
Common Stock
---------------
PROSPECTUS
---------------
December , 1997
================================================================================
7
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby.
<TABLE>
<S> <C>
SEC registration fee paid by the Company..................................$ 3938
Legal fees and expenses................................................... 5000
Accounting fees and expenses.............................................. 4000
Miscellaneous............................................................. 1000
------
Total..............................................................$13938
</TABLE>
Item 15. Indemnification of Directors and Officers
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 and agents,
against expenses (including attorney's 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.
SunGard's Bylaws provide for indemnification to the fullest extent permitted
by the Delaware General Corporation Law.
As permitted by the Delaware General Corporation Law, SunGard has adopted an
amendment to its Amended and Restated Certificate of Incorporation to eliminate
the personal liability of its directors to SunGard and its stockholders, in
certain circumstances, for monetary damages arising from a breach of the
director's duty of care. Additionally, SunGard has entered into indemnification
agreements (in the form approved by SunGard's stockholders at its 1987 Annual
Meeting) with each of its directors and officers. These agreements provide
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 agreements do not provide indemnification for,
among other things, conduct that is adjudged to be fraud, deliberate dishonesty
or willful misconduct.
SunGard has obtained directors' and officers' liability insurance that covers
certain liabilities, including liabilities to SunGard and its stockholders, in
the amount of $20 million.
1
<PAGE>
Item 16. Exhibits
<TABLE>
<CAPTION>
Number Document
- ------ ----------------------------------------------------------------------
<S> <C>
5.1 Opinion of Counsel as to the validity of the issuance of the shares of
SunGard Common Stock to be registered.
23.1 Consent of Coopers & Lybrand LLP, independent accountants.
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
</TABLE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date to the registration statement (or
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) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities and Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (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) 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.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of SunGard
pursuant to the foregoing provisions, or otherwise, SunGard has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by SunGard of expenses incurred
or paid by a director, officer or controlling person of SunGard 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, SunGard 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this 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: December 18, 1997 By: /s/Michael J. Ruane
--------------------------------------
Michael J. Ruane,
Vice President-Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this 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, December 18, 1997
- ------------------------ President, and Chairman
James L. Mann of the Board of Directors
(principal executive officer)
/s/Michael J. Ruane Chief Financial Officer and December 18, 1997
- ------------------------ Vice President-Finance
Michael J. Ruane (principal financial officer)
* Vice President and Controller December 18, 1997
- ------------------------ (principal accounting officer)
Andrew P. Bronstein
* Director December 18, 1997
- ------------------------
Gregory S. Bentley
* Director December 18, 1997
- ------------------------
Michael C. Brooks
* Director December 18, 1997
- ------------------------
Albert A. Eisenstat
* Director December 18, 1997
- ------------------------
Bernard Goldstein
* Director December 18, 1997
- ------------------------
Michael Roth
* Director December 18, 1997
- ------------------------
Malcolm I. Ruddock
* Director December 18, 1997
- ------------------------
Lawrence J. Schoenberg
</TABLE>
*By: /s/ Michael J. Ruane
----------------------------------
Michael J. Ruane, Attorney-in-fact
II-4
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Number Document
- ------ --------
<S> <C>
5.1 Opinion of Counsel as to the validity of the issuance of the shares of
SunGard Common Stock to be registered.
23.1 Consent of Coopers & Lybrand LLP, independent accountants.
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
</TABLE>
<PAGE>
Exhibit 5.1
[LETTERHEAD OF LAWRENCE A. GROSS]
December 18, 1997
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Gentlemen:
I am Vice President and General Counsel to SunGard Data Systems Inc.
("Company"). Our corporate legal department, under my supervision, has
participated in the preparation of the Registration Statement on Form S-3
("Registration Statement") to be filed by the Company pursuant to the Securities
Act of 1933, as amended, relating to the registration of 467,079 shares of
common stock, par value $.01 per share ("Common Stock"), which have been
included in the Registration Statement for the respective accounts of the
persons identified in the Registration Statement as Selling Stockholders. This
opinion is furnished pursuant to the requirement of item 601(b)(5) of Regulation
S-K.
In rendering this opinion, we 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 November 11, 1996, December 11, 1996, January 13, 1997 and May 9,
1997, and (iii) the Registration Statement. We 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, in our opinion, the shares of Common
Stock are legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
/s/ Lawrence A. Gross
Lawrence A. Gross
II-6
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
SunGard Data Systems Inc. on Form S-3 of our reports dated February 13, 1997, on
our audits of the consolidated financial statements and consolidated financial
statement schedule of SunGard Data Systems Inc. and subsidiaries as of December
31, 1996 and 1995 and for each of the three years in the period ended December
31, 1996, which reports are included in the Annual Report on Form 10-K. We also
consent to the reference to our firm under the heading "Experts" in the
Registration Statement.
/s/ Coopers & Lybrand LLP
COOPERS & LYBRAND LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 18, 1997
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3) of SunGard Data Systems
Inc. for the registration of 467,079 shares of its common stock and to the
incorporation by reference therein of our report dated January 21, 1997 with
respect to the consolidated financial statements and schedule of Infinity
Financial Technology, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Palo Alto, California
December 18, 1997
II-8
