<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1997
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
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)
<TABLE>
<S> <C> <C>
DELAWARE 1285 DRUMMERS LANE, 51-0267091
(State or other jurisdiction of WAYNE, PENNSYLVANIA 19087 (I.R.S. Employer
incorporation or organization) (610) 341-8700 Identification No.)
</TABLE>
(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, 267,786 shares/(1)/ $43.625/(2)/ $11,682,164.25/(2 )/ $3540.05
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 last reported bid and asked prices of the
Common Stock as reported by The Nasdaq Stock Market on April 25, 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 MAY __, 1997
PROSPECTUS
----------
SUNGARD/(R)/ DATA SYSTEMS INC.
267,786 SHARES OF COMMON STOCK
The shares offered hereby (the "Shares") consist of 267,786 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 Nasdaq Stock Market, Inc. 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 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 May __, 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 MAY ____, 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 Nasdaq Stock Market, 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, 1996; (2) SunGard's
Definitive Proxy Statement in connection with its 1997 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 GMI. 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>
Peter T. Coyle 3,096 2,786 310 *
J. Jeffrey Geldermann/1/ 341,104 90,000 251,104 *
William F. Geldermann 34,825 25,000 9,825 *
Jean R. Hicks 44,526 25,000 19,526 *
Robert P. Murtaugh/2/ 341,504 125,000 216,504 *
</TABLE>
- ------------------
/*/ Less than one (1) percent of the outstanding Common Stock of SunGard.
/1/ Mr. Geldermann is Vice Chairman - SunGard Futures Systems, a division of
SunGard Systems International Inc., a wholly-owned subsidiary of SunGard.
/2/ Mr. Murtaugh is Vice Chairman - SunGard Futures Systems, a division of
SunGard Systems International Inc., a wholly-owned subsidiary of SunGard.
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) 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 Nasdaq Stock Market, Inc. 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.
4
<PAGE>
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
18,456 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 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
267,786 Shares
========================================
========================================
SUNGARD DATA SYSTEMS INC.
Common Stock
_______________
PROSPECTUS
_______________
May , 1997
========================================
6
<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>
<CAPTION>
<S> <C>
SEC registration fee paid by the Company.. $ 3540
Nasdaq listing fee paid by Company........ 7000
London Stock Exchange fee................. 6000
Legal fees and expenses................... 5000
Accounting fees and expenses.............. 4000
Miscellaneous............................. 1000
-------
Total..................................... $26,540
</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.
II-1
<PAGE>
ITEM 16. EXHIBITS
NUMBER DOCUMENT
------ --------
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 L.L.P.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
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.
(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
II-2
<PAGE>
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
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHOR
IZED, IN WAYNE, PENNSYLVANIA, ON THE DATE INDICATED.
SUNGARD DATA SYSTEMS INC.
Date: April 30, 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 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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- -------------------------------------------- ------------------------------ --------------
<S> <C> <C>
s/ James L. Mann Chief Executive Officer, April 30, 1997
- -------------------------------------------- President, and Chairman
JAMES L. MANN of the Board of Directors
(principal executive officer)
s/ Michael J. Ruane Chief Financial Officer and April 30, 1997
- -------------------------------------------- Vice President-Finance
MICHAEL J. RUANE (principal financial officer)
s/ Andrew P. Bronstein Vice President and Controller April 30, 1997
- -------------------------------------------- (principal accounting officer)
ANDREW P. BRONSTEIN
s/ Gregory S. Bentley Director April 30, 1997
- --------------------------------------------
GREGORY S. BENTLEY
s/ Michael C. Brooks Director April 30, 1997
- --------------------------------------------
MICHAEL C. BROOKS
s/ Albert A. Eisenstat Director April 30, 1997
- --------------------------------------------
ALBERT A. EISENSTAT
s/ Bernard Goldstein Director April 30, 1997
- --------------------------------------------
BERNARD GOLDSTEIN
s/ Michael Roth Director April 30, 1997
- --------------------------------------------
MICHAEL ROTH
s/ Malcolm I. Ruddock Director April 30, 1997
- --------------------------------------------
MALCOLM I. RUDDOCK
s/ Lawrence J. Schoenberg Director April 30, 1997
- --------------------------------------------
LAWRENCE J. SCHOENBERG
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
NUMBER DOCUMENT
------ --------
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 L.L.P.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LAWRENCE A. GROSS]
April 30, 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 with the Securities Act
of 1933, as amended, relating to the registration of 267,786 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 and January 13, 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
Vice President and
General Counsel
<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 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 L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
April 30, 1997
