<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1998
REGISTRATION NO.
________________________________________________________________________________
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)
________________________________
FRANCIS E. DEHEL, ESQUIRE
BLANK ROME COMISKY & MCCAULEY LLP
ONE LOGAN SQUARE
PHILADELPHIA, PENNSYLVANIA 19103
PHONE NO.: (215) 569-5500
FAX NO.: (215) 569-5555
(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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
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, 632,935 shares/(1)/ $34.00/(2)/ $21,519,790/(2)/ $7,420.62
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 ending on or before April 25, 1998.
/(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 March 18, 1998, 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 MARCH 19, 1998
PROSPECTUS
----------
SUNGARD/(R)/ DATA SYSTEMS INC.
632,935 SHARES OF COMMON STOCK
The shares offered hereby (the "Shares") consist of 632,935 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 ending on or before April 25, 1998. 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 March ____, 1998, 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 MARCH ___, 1998
<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 Reports on Form 8-K filed with the Commission on January 16, 1998 and on
October 27, 1997; and (4) 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.
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
2
<PAGE>
a part hereof from the date of filing thereof. Any statement contained herein or
in any document incorporated or deemed to be in corporated 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.
INVESTMENT CONSIDERATIONS
Statements about SunGard's expectations and all other statements made in
this registration statement or incorporated by reference hereby, other than
historical facts are forward-looking statements. Since these statements involve
risks and uncertainties and are subject to change at any time, SunGard's actual
results could differ materially from expected results. SunGard derives most of
its forward-looking statements from its operating budgets and forecasts, which
are based upon many detailed assumptions. While SunGard believes that its
assumptions are reasonable, it cautions that there are inherent difficulties in
predicting certain important factors, especially the timing and magnitude of
software sales, the timing and magnitude of technological advances, the
performance of recently acquired businesses, the prospects for future
acquisitions, and the overall condition of the financial services industry.
These factors, as and when applicable, are discussed in SunGard's filings with
the Securities and Exchange Commission, including its most recent Form 10-K, a
copy of which may be obtained from SunGard without charge. See "Available
Information."
3
<PAGE>
NET INCOME PER COMMON SHARE AND SUBSEQUENT EVENT:
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128),
which specifies a new methodology for the computation, presentation and
disclosure of earnings per share and makes the U.S. standard for computing
earnings per share more consistent with that of other countries and with the
International Accounting Standards Committee.
SFAS 128 was adopted by the Company in the fourth quarter of 1997, and
required restatement of earnings per share data for all periods presented at the
time of adoption. The Company's new earnings per share amounts do not differ
materially from those computed under the former accounting standard. The
following amounts represent the Company's net income per common share calculated
in accordance with SFAS 128:
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Basic net income per
common share $0.89 $0.41 $0.63 $0.57 $0.55
Diluted net income
per common share $0.87 $0.41 $0.61 $0.56 $0.52
</TABLE>
Also, on January 2, 1998, the Company issued approximately 13.2 million shares
of common stock in connection with a merger with Infinity Financial Technology,
Inc. (Infinity). The merger has been accounted for as a pooling-of-interests,
requiring all historical financial information to be restated.
The following pro forma combined results of operations (in thousands, except per
share amounts) is provided for illustrative purposes only and assumes that the
merger with Infinity had occurred as of the beginning of each of the period
presented. The following pro forma information should not be relied upon as
necessarily being indicative of the historical results that would have been
obtained if the companies had actually been combined during those periods or the
results that may be obtained in the future.
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $925,029 $711,857 $557,366 $449,785 $387,155
Net income $ 83,975 $ 40,306 $ 50,845 $ 44,728 $ 39,191
Earnings per share:
Basic $ 0.84 $ 0.43 $ 0.59 $ 0.54 $ 0.50
Diluted $ 0.81 $ 0.41 $ 0.55 $ 0.50 $ 0.47
</TABLE>
4
<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 WSC Group, 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 # of Shares % of Shares
Owned Before Being Offered Owned After Owned After
Name of Selling Stockholder the Offering For Sale the Offering the Offering
- ----------------------------- -------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Wallace Aptman............... 4,420 4,420 0 *
Roger Gregory................ 39,000 36,400 2,600 *
Anthony Grillo............... 13,000 13,000 0 *
Charles D. Klein............. 7,540 7,540 0 *
Barry Margolius.............. 13,000 13,000 0 *
Robert McAllister............ 39,000 36,400 2,600 *
Robert Michaels.............. 58,500 58,500 0 *
Joseph J. Nicholson.......... 319,635 319,635 0 *
Nina Rosenwald............... 42,900 42,900 0 *
Alice R. Sigelman............ 42,900 42,900 0 *
David P. Steinmann........... 15,340 15,340 0 *
Elizabeth R. Varet........... 42,900 42,900 0 *
</TABLE>
______________________________
* Less than one (1) percent of the outstanding Common Stock of SunGard.
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
5
<PAGE>
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) April 25, 1998.
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
An opinion has been rendered by the law firm of Blank Rome Comisky &
McCauley LLP, Philadelphia, Pennsylvania, to the effect that the shares of
Common Stock offered by the Selling Stockholders hereby are legally issued,
fully paid and non-assessable.
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.
The consolidated financial statements and schedule of Infinity Financial
Technology, Inc. ("Infinity") appearing in Infinity's Annual Report on Form 10-K
for the year ended December 31, 1996 and included as an Exhibit to SunGard's
Current Report on Form 8-K dated January 16, 1998 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements 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
Investment Considerations...................................... 3
Net Income Per Common Share and Subsequent Event............... 4
Selling Stockholders........................................... 5
Plan of Distribution........................................... 5
Legal Opinion.................................................. 6
Experts........................................................ 6
</TABLE>
________________________
632,935 Shares
SUNGARD DATA SYSTEMS INC.
Common Stock
_______________
PROSPECTUS
_______________
March __, 1998
================================================================================
<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.
SEC registration fee paid by the Company........................... $ 7,421
Legal fees and expenses.............................................. 5,000
Accounting fees and expenses......................................... 4,000
Miscellaneous........................................................ 1,000
Total.................................................... $17,421
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-2
<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., 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).
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 of 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
II-3
<PAGE>
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 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-4
<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
AUTHORIZED, IN WAYNE, PENNSYLVANIA, ON THE DATE INDICATED.
SUNGARD DATA SYSTEMS INC.
Date: March 19, 1998 By: /S/ JAMES L. MANN
--------------------------------
JAMES L. MANN
CHIEF EXECUTIVE OFFICER,
PRESIDENT AND CHAIRMAN
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
s/ James L. Mann Chief Executive Officer, March 19, 1998
- ---------------------------------------------------
JAMES L. MANN President, and Chairman
of the Board of Directors
(principal executive officer)
s/ Michael J. Ruane Chief Financial Officer and March 19, 1998
- ---------------------------------------------------
MICHAEL J. RUANE Vice President-Finance
(principal financial officer)
s/ Andrew P. Bronstein Vice President and Controller March 19, 1998
- ---------------------------------------------------
ANDREW P. BRONSTEIN (principal accounting officer)
s/ Gregory S. Bentley Director March 19, 1998
- ---------------------------------------------------
GREGORY S. BENTLEY
s/ Michael C. Brooks Director March 19, 1998
- ---------------------------------------------------
MICHAEL C. BROOKS
s/ Albert A. Eisenstat Director March 19, 1998
- ---------------------------------------------------
ALBERT A. EISENSTAT
s/ Bernard Goldstein Director March 19, 1998
- ---------------------------------------------------
BERNARD GOLDSTEIN
s/ Michael Roth Director March 19, 1998
- ---------------------------------------------------
MICHAEL ROTH
s/ Malcolm I. Ruddock Director March 19, 1998
- ---------------------------------------------------
MALCOLM I. RUDDOCK
s/ Lawrence J. Schoenberg Director March 19, 1998
- ---------------------------------------------------
LAWRENCE J. SCHOENBERG
</TABLE>
II-5
<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., 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).
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BLANK ROME COMISKY & McCAULEY LLP]
March 19, 1998
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Gentlemen:
We have acted as counsel to SunGard Data Systems Inc. ("Company"), in connection
with 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 632,935 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 December 1, 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, we are of the opinion that 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 and to the reference to our firm under the caption "Legal
Opinion" in the Prospectus, which is a part of the Registration Statement.
Sincerely,
/s/ Blank Rome Comisky & McCauley LLP
BLANK ROME COMISKY & McCAULEY LLP
<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 report, 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 report is 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
March 18, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of SunGard Data Systems Inc. for the
registration of 632,935 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 and included in SunGard's Current Report on Form 8-K dated January 16,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Palo Alto, California
March 16, 1998
