<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1998
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------------------------
SUNGARD DATA SYSTEMS INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<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.)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
</TABLE>
---------------------------------------------------------
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,
par value $0.01 per share 703,053 shares(1) $26.00 (2) $18,279,378.00(2) $5,392.42
- ---------------------------------------------------------------------------------------------------------------
</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 July 22, 1999.
(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 October 14, 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 OCTOBER 16, 1998
PROSPECTUS
----------
SUNGARD DATA SYSTEMS INC.
703,053 SHARES OF COMMON STOCK
The stockholders of SunGard Data Systems Inc. listed in this prospectus under
the title "Selling Stockholders" are offering and selling 703,053 shares of
SunGard common stock pursuant to this prospectus. The selling stockholders may
use this prospectus to sell their stock from time to time until July 22, 1999.
SunGard will not receive any part of the proceeds from the sale of these shares
of common stock.
The selling stockholders may sell their SunGard common stock in one or more
transactions on the New York Stock Exchange at prevailing market prices or at
privately negotiated prices.
INVESTING IN SUNGARD'S COMMON STOCK INVOLVES SOME RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.
SunGard's common stock is listed on the New York Stock Exchange under the
symbol "SDS." On October __, 1998, the last reported sale price of the common
stock was $______ per share.
Neither the Securities and Exchange Commission nor any state securities
Commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
-----------------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER ___, 1998
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective.
1
<PAGE>
You should rely only on the information or representations provided in this
prospectus. SunGard has not authorized anyone to provide you with different
information. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is prohibited. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document.
TABLE OF CONTENTS
Page
----
Where You Can Find More Information.............................3
About SunGard...................................................4
Use of Proceeds.................................................4
Risk Factors....................................................4
Selling Stockholders............................................6
Plan of Distribution............................................7
Legal Opinion...................................................8
Experts.........................................................8
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
SunGard has filed a registration statement on Form S-3 with the Securities
and Exchange Commission (the "SEC") that provides additional information about
SunGard and the SunGard common stock owned by the selling stockholders. This
prospectus is part of that registration statement, but does not contain certain
information that is in the registration statement. For such additional
information, you must read that registration statement along with its exhibits.
SunGard files annual, quarterly and special reports, proxy statement and
other information with the SEC. You may read and copy any document SunGard
files at the SEC's Public Reference Rooms in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Rooms. You may also obtain such materials
and any other information about SunGard at the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005. The SEC maintains a World Wide Web site
that contains reports, proxy and information statements and other information
regarding SunGard and other registrants that electronically file their reports
with the SEC. The address of the site is http://www.sec.gov.
The SEC allows SunGard to "incorporate by reference" the information
SunGard files with them, which means that SunGard can disclose important
information to you by referencing you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that SunGard files with the SEC will automatically update and
supersede this information. SunGard incorporates by reference the documents
listed below and any future filings SunGard makes with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities and Exchange Act of 1934 until the
selling stockholders sell all of the shares.
* SunGard's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
* SunGard's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;
* SunGard's Current Report on Form 8-K filed with the Commission on
January 16, 1998; and
* 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.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address or telephone number:
INVESTOR RELATIONS
SUNGARD DATA SYSTEMS INC.
1285 DRUMMERS LANE
WAYNE, PENNSYLVANIA 19087
TELEPHONE: (610) 341-8700.
3
<PAGE>
ABOUT SUNGARD
SunGard is a computer services and application software company. SunGard
provides specialized investment support systems, computer disaster recovery
services, and healthcare information systems. 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
All net proceeds from the sale of the SunGard shares will go to the selling
stockholders who offer and sell their shares. Accordingly, SunGard will not
receive any proceeds from the sale of the shares by the selling stockholders.
RISK FACTORS
Statements about SunGard's outlook and all other statements made in this
prospectus or incorporated by reference in this prospectus 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 scope of
software sales, the timing and magnitude of technological advances and year 2000
compliance, the integration and performance of 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 "Where You Can Find More Information."
ACQUISITIONS. SunGard intends to grow both by expanding its existing
businesses and by acquiring similar businesses. Therefore, part of SunGard's
growth depends on its ability to find suitable businesses to acquire on
affordable terms. Competition from other buyers and stock market fluctuations
may make it more difficult for SunGard to find and complete acquisitions.
SunGard may have to raise money in the debt or equity markets to finance future
acquisitions. Furthermore, businesses acquired by SunGard may perform worse
than expected or may be more difficult to integrate and manage than expected.
If that happens, then SunGard's business and financial results may be materially
and adversely affected, and SunGard may have to write off goodwill or other
intangible assets if the acquisition was accounted for as a purchase. As of the
date of this prospectus, SunGard acquired seven businesses during 1998.
TECHNOLOGICAL AND INDUSTRY CHANGES. SunGard's success depends, in part, on
regularly adapting its computer services and software to new computer and
communications technology. Doing this in a timely and cost effective manner may
be difficult, especially when faced with rapid technological changes that are
hard to predict. SunGard also must adapt its computer services and software to
business, regulatory and other changes in the financial services and healthcare
industries. If SunGard does not successfully update its software in response to
technological and industry changes, or if its new products are delayed or are
not well received by customers, then SunGard's business and financial results
may be materially and adversely affected.
FINANCIAL SERVICES INDUSTRY. SunGard sells most of its computer services
and software to banks, mutual funds, brokers and other financial services firms.
If the financial services industry does
4
<PAGE>
poorly (for example, if securities trading activity declines, or the number or
value of managed portfolios decreases), then SunGard's business will likely
suffer.
HEALTHCARE INFORMATION SYSTEMS INDUSTRY. SunGard entered the healthcare
information systems business in 1995. A number of SunGard's competitors in this
industry may be able to compete more effectively than SunGard because, for
example, they have more experience than SunGard or are much larger than SunGard.
YEAR 2000 COMPLIANCE. Although many of SunGard's products are already year
2000 compliant (meaning that they can handle dates in the year 2000 and beyond),
SunGard is still working on year 2000 compliance projects for some of its
important products. SunGard believes that it will complete these projects
without spending more than it expected to for product development.
Nevertheless, SunGard may have to add personnel and buy new software and
hardware earlier than planned in order to finish this work, and personnel
expenses may increase faster than expected if year 2000 issues cause a shortage
in the availability of experienced programmers. Also, SunGard may encounter
unanticipated year 2000 problems, like a problem with another company's software
or hardware that interacts with SunGard's products or that is used by SunGard.
If any of SunGard's important products is not year 2000 compliant on a timely
basis, then SunGard's business and financial results may be materially and
adversely affected. In addition, if SunGard fails to meet its commitments to
customers to complete major conversions to year 2000 compliant systems during
1999, then its business and financial results may be materially and adversely
affected. Furthermore, year 2000 issues may cause an acceleration of software
buying decisions, which could slow down SunGard's business after year 2000.
5
<PAGE>
SELLING STOCKHOLDERS
The following table provides certain information as of the date of this
prospectus regarding each selling stockholder's ownership of SunGard common
stock and as adjusted to give effect to the sale of the shares offered by this
prospectus. All of the shares being offered by the selling stockholders were
acquired by them as a result of SunGard's acquisition of Multinational Computer
Models, 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>
Chris Arndt.......................... 14,000 14,000 0 *
John Boswick......................... 27,153 27,153 0 *
Jeffrey Diorio....................... 7,000 7,000 0 *
Abraham George(1).................... 313,785 313,785 0 *
Aleyamma George...................... 10,768 10,768 0 *
Bijoy George......................... 193,942 193,942 0 *
Matthew George....................... 11,818 11,818 0 *
Robert Hawkins....................... 6,153 6,153 0 *
Vinita Ittoop........................ 28,958 28,958 0 *
Lekha Keister........................ 18,598 18,598 0 *
William Lipp......................... 10,500 10,500 0 *
Richard Neidzwiecki.................. 7,000 7,000 0 *
Michael Poisson...................... 13,153 13,153 0 *
Donald Roth.......................... 10,500 10,500 0 *
Martin Ruskin........................ 8,725 8,725 0 *
Stephen Wiehe........................ 21,000 21,000 0 *
</TABLE>
____________________________
* Less than one (1) percent of the outstanding Common Stock of SunGard.
(1) Mr. Abraham George is Vice Chairman of Multinational Computer Models, Inc.,
a wholly owned subsidiary of SunGard.
6
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders have not advised SunGard of any specific plans for
distributing their SunGard common stock covered by this prospectus. The selling
stockholders, or their pledgees, donees, transferees or other successors in
interest, may sell the shares from time to time in one or more transactions on
the New York Stock Exchange (which may involve block transactions), in special
offerings, in negotiated transactions, or otherwise. Such sales may be made at
market prices prevailing at the time of the sale, at prices related to such
prevailing market prices, or at negotiated prices. In addition, any securities
covered by this prospectus that qualify for sale pursuant to Rule 144 of the
Securities Act of 1933 might be sold under the terms of such rule rather than
pursuant to this prospectus.
The selling stockholders may use brokers or dealers to sell their shares.
If this happens, such brokers or dealers may receive commissions or discounts
from the selling stockholders in amounts negotiated immediately prior to the
sale. Such brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with such sales, and their
commissions or discounts and other compensation may be deemed underwriters'
compensation.
If a selling stockholder notifies SunGard of any material arrangement that
it has entered into with a broker or dealer for selling shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, SunGard will file a supplemented prospectus, if
required, pursuant to Rule 424(c) under the Securities Act of 1933. In that
supplemented prospectus, SunGard will disclose:
* the name of each such broker-dealer;
* the number of shares involved;
* the price at which such shares were sold;
* the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
* 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
* any other facts material to the transaction.
This registration statement will 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 or (ii) July 22, 1999.
SunGard will 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 will 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 will 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 of 1933. Each selling stockholder has agreed to indemnify
SunGard, its directors, and its officers who sign the registration statement
against certain liabilities, including liabilities arising under the Securities
Act of 1933.
7
<PAGE>
LEGAL OPINION
For the purposes of this offering, Lawrence A. Gross, Esquire, SunGard's
Vice President and General Counsel, is giving his opinion on the legality of the
shares being registered. As of the date of this prospectus, Mr. Gross
beneficially owns 119,594 shares of SunGard common stock.
EXPERTS
The consolidated balance sheets of SunGard and subsidiaries as of December
31, 1997 and 1996 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, 1997 have been incorporated by reference in this
prospectus and in the registration statement in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
8
<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............................ $ 5,400
Legal fees and expenses............................................. 5,000
Accounting fees and expenses........................................ 4,000
Miscellaneous....................................................... 1,000
Total..................................................... $15,400
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law provides, in substance, that Delaware
corporations will 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 PricewaterhouseCoopers LLP, independent accountants.
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 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 will be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will 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 will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time will 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-2
<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 PRE-EFFECTIVE
AMENDMENT NO. 1 TO THE 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: November 20, 1998 By: /s/MICHAEL J. RUANE
----------------------
MICHAEL J. RUANE
CHIEF FINANCIAL OFFICER AND VICE PRESIDENT - FINANCE
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>
* Chief Executive Officer, November 20, 1998
- ----------------------------------------- President, and Chairman
JAMES L. MANN of the Board of Directors
(principal executive officer)
/s/ Michael J. Ruane Chief Financial Officer and November 20, 1998
- ----------------------------------------- Vice President-Finance
MICHAEL J. RUANE (principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller November 20, 1998
- ----------------------------------------- (principal accounting officer)
ANDREW P. BRONSTEIN
* Director November 20, 1998
- -----------------------------------------
GREGORY S. BENTLEY
* Director November 20, 1998
- -----------------------------------------
MICHAEL C. BROOKS
* Director November 20, 1998
- -----------------------------------------
ALBERT A. EISENSTAT
* Director November 20, 1998
- -----------------------------------------
BERNARD GOLDSTEIN
* Director November 20, 1998
- -----------------------------------------
MICHAEL ROTH
* Director November 20, 1998
- -----------------------------------------
MALCOLM I. RUDDOCK
* Director November 20, 1998
- -----------------------------------------
LAWRENCE J. SCHOENBERG
By: /s/ Michael J. Ruane
--------------------------------------
MICHAEL J. RUANE, Attorney-in-fact
</TABLE>
<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 PricewaterhouseCoopers LLP, independent accountants.
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 LAWRENCE A. GROSS]
October 15, 1998
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
represented the Company in connection with the preparation of 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 703,053 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 May 11, 1998 relating to the Registration Statement 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
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Amendment No. 1 to Form S-3 (file No. 333-65831) 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 is included in SunGard Data
Systems Inc.'s Annual Report on Form 10-K. We also consent to the reference to
our firm under the heading "Experts" in the Registration Statement.
/s/ PricewaterhouseCoopers LLP
Pricewaterhouse, Coopers LLP
Philadelphia, Pennsylvania
November 20, 1998
