<PAGE>
PROSPECTUS
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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 19, 1997, the last reported closing price of the
Common Stock was $27.375 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 22, 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.
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<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.
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<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.
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<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
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<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>
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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.
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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>
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467,079 Shares
SunGard Data Systems Inc.
Common Stock
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PROSPECTUS
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December 22, 1997
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