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As filed with the Securities and Exchange Commission on October 31, 1997.
Registration No. 33-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUNGARD DATA SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 51-0267091
(State or other jurisdiction of 1285 Drummers Lane (I.R.S. Employer
incorporation or organization) Wayne, Pennsylvania 19087 Identification Number)
</TABLE>
(Address of Principal Executive Offices) (Zip Code)
ADS Associates, Inc.
1994 Stock Option Plan
(Full title of the plans)
Lawrence A. Gross, Esquire
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)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
===================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered (1) per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 224,605 $23.97(2) $5,383,781.85(2) $1,631.45
per share
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(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plan.
(2) Pursuant to Rule 457(h), based upon the average of the high and low sale
prices of SunGard Data Systems Inc. Common Stock, par value $.01 per share,
reported on the New York Stock Exchange on October 29, 1997.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
- --------------------------
The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
- --------------------------------------------------------------------
The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed with the Commission are incorporated
herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(ii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (i) above;
(iii) The description of the Company's Common Stock which is
incorporated by reference in the Company's Registration Statement on Form 8-A
(File No. 0-14232) filed on May 14, 1997 under the Exchange Act, including any
amendment or report filed for the purpose of updating such description; and
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, after the date of this Registration Statement but prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
- ----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Lawrence A. Gross, Esquire, who prepared the opinion attached as Exhibit
5.1 as to the legality of the shares of the Company's Common Stock issuable
under the ADS Associates, Inc. 1994 Stock Option Plan, is Vice President and
General Counsel of the Company, and, as of the date hereof, beneficially owns
25,312 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's By-laws provide for indemnification to the fullest extent
permitted by the Delaware General Corporation Law. The Delaware General
Corporation Law provides, in substance,
<PAGE>
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 or
agents, against expenses (including attorneys' 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.
The Delaware General Corporation Law also provides that a Delaware
corporation may, by amendment to its certificate of incorporation, eliminate
personal liability of its directors to the corporation and its stockholders, in
certain circumstances, for monetary damages arising from a breach of the
director's duty of care. The Company has adopted an amendment to the Company's
Certificate of Incorporation which limits a director's liability for monetary
damages for breach of fiduciary duty, including gross negligence, except in
circumstances involving certain wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law. The Company has
also entered into indemnification agreements with its directors and officers,
providing for 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 indemnification agreements do not
provide indemnification for, among other things, conduct which is adjudged to be
knowingly fraudulent, deliberately dishonest or willful misconduct.
The Company has obtained directors' and officers' liabilities to the
Company and its stockholders, in the amount of $20 million.
Item 7. Exemption from Registration Claimed
- --------------------------------------------
Not Applicable.
Item 8. Exhibits
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The following exhibits are filed as part of the Registration Statement.
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Exhibit No. Description
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5.1 Opinion of Counsel regarding legality.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Counsel (included as part of Exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page)
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Item 9. 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:
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(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the 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) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (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, as amended) 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.
(h) The undersigned registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment for the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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, the registrant 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this 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: October 31, 1997 By: s/ James L. Mann
------------------------------------
James L. Mann,
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated. Each person whose signature appears below hereby
authorizes James L. Mann and Michael J. Ruane and each of them, as Attorney-in-
fact, to sign on his behalf individually and in each capacity stated below, and
to file, any amendments, including post-effective amendments, to this
registration statement.
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<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ James L. Mann Chief Executive Officer, October 31, 1997
- ----------------------------- President, and Chairman
James L. Mann of the Board of Directors
(principal executive officer)
/s/ Michael J. Ruane Chief Financial Officer and October 31, 1997
- ----------------------------- Vice President-Finance
Michael J. Ruane (principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller October 31, 1997
- ----------------------------- (principal accounting officer)
Andrew P. Bronstein
/s/ Gregory S. Bentley Director October 31, 1997
- -----------------------------
Gregory S. Bentley
/s/ Michael C. Brooks Director October 31, 1997
- -----------------------------
Michael C. Brooks
/s/ Albert A. Eisenstat Director October 31, 1997
- -----------------------------
Albert A. Eisenstat
/s/ Bernard Goldstein Director October 31, 1997
- -----------------------------
Bernard Goldstein
/s/ Michael Roth Director October 31, 1997
- -----------------------------
Michael Roth
/s/ Malcolm I. Ruddock Director October 31, 1997
- -----------------------------
Malcolm I. Ruddock
/s/ Lawrence J. Schoenberg Director October 31, 1997
- -----------------------------
Lawrence J. Schoenberg
</TABLE>
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<CAPTION>
Exhibit Index
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Exhibit
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<S> <C>
5.1 Opinion Counsel
23.1 Consent of Independent Accountants
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Exhibit 5.1
October 31, 1997
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Gentlemen:
I am Vice President and General Counsel of SunGard Data Systems Inc.
("Company"). Our corporate legal department, under my supervision, has
participated in the preparation of the Registration Statement on Form S-8
("Registration Statement") to be filed by the Company with the Securities
Exchange Act of 1933, as amended, relating to the offer and sale of up to
224,605 shares of common stock, par value $.01 per share ("Common Stock"),
relating to certain options outstanding under the ADS Associates, Inc. 1994
Stock Option Plan (the "Plan"). 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 September 12, 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 of the Company which are being offered and sold by the Company pursuant to
the Registration Statement, when sold in the manner and for the consideration
contemplated by the Registration Statement and the Plan, will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Sincerely,
/s/ Lawrence A. Gross
Lawrence A. Gross
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated February 13, 1997, on our audits of the
consolidated financial statements of SunGard Data Systems Inc. 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.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 31, 1997
