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As filed with the Securities and Exchange Commission on June 22, 1998.
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(R) 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 Identification
incorporation or organization) WAYNE, PENNSYLVANIA 19087 Number)
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(Address of Principal Executive Offices) (Zip Code)
FRANK PETERS AND ASSOCIATES, INC.
STOCK OPTION PLAN
LOU PERRY STOCK OPTION
LOU DOCTOR STOCK OPTION
TERESA HUXFORD STOCK OPTION
(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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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share 35,878(1)(2) $1.28(3) $45,923.84(3) $13.55
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(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the plans.
(2) 3,528 of which shares are subject to the Lou Perry, Lou Doctor and Teresa
Huxford Stock Options and 32,350 of which shares are subject to the Frank
Peters and Associates, Inc. Stock Option Plan.
(3) Pursuant to Rule 457(h), based upon the price at which the options may be
exercised.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
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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.
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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, 1997;
(ii) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended ("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. 1-12989) 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
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.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Sara G. Armstrong, 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 Frank Peters and Associates, Inc. Stock Option Plan and the
Lou Perry, Lou Doctor and Teresa Huxford Stock Options, is Vice President and
Assistant General Counsel of the Company, and, as of the date hereof,
beneficially owns 2,275.60 shares of the Company's Common Stock.
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Item 6. Indemnification of Directors and Officers.
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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, 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
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Not Applicable.
Item 8. Exhibits
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The following exhibits are filed as part of the Registration Statement.
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)
Item 9. Undertakings
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(a) The undersigned registrant hereby undertakes:
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(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, 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, as
amended, 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: June 19, 1998 By: s/ James L. Mann
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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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Signature CAPACITY DATE
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<S> <C> <C>
s/ James L. Mann Chief Executive Officer, June 19, 1998
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JAMES L. MANN President, and Chairman
of the Board of Directors
(principal executive officer)
s/ Michael J. Ruane Chief Financial Officer and June 19, 1998
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MICHAEL J. RUANE Vice President-Finance
(principal financial officer)
s/ Andrew P. Bronstein Vice President and Controller June 19, 1998
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ANDREW P. BRONSTEIN (principal accounting officer)
s/ Gregory S. Bentley Director June 19, 1998
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GREGORY S. BENTLEY
s/ Michael C. Brooks Director June 19, 1998
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MICHAEL C. BROOKS
s/ Albert A. Eisenstat Director June 19, 1998
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ALBERT A. EISENSTAT
s/ Bernard Goldstein Director June 19, 1998
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BERNARD GOLDSTEIN
s/ Michael Roth Director June 19, 1998
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MICHAEL ROTH
s/ Malcolm I. Ruddock Director June 19, 1998
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MALCOLM I. RUDDOCK
s/ Lawrence J. Schoenberg Director June 19, 1998
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LAWRENCE J. SCHOENBERG
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Exhibit Index
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Exhibit
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5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
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EXHIBIT 5.1
June 19, 1998
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Gentlemen:
I am Vice President and Assistant 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 pursuant to the Securities
Act of 1933, as amended, relating to the offer and sale of up to 35,878 shares
of common stock, par value $.01 per share ("Common Stock"), by the Company
pursuant to the Frank Peters and Associates, Inc. Stock Option Plan and the Lou
Perry, Lou Doctor and Teresa Huxford Stock Options ("Plans"). 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 of the Company on May 4, 1998, 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 Plans, 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/ Sara G. Armstrong
Sara G. Armstrong
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 12, 1998, on our audits of the
consolidated financial statements of SunGard Data Systems Inc. as of December
31, 1997 and 1996, and for each of the three years in the period ended December
31, 1997, which report of SunGard Data Systems Inc. is 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
June 19, 1998
