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PURSUANT TO RULE 424B
Registration No. 333-59663
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PROSPECTUS
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SUNGARD DATA SYSTEMS INC.
80,493 SHARES OF COMMON STOCK
The shares offered hereby (the "Shares") consist of 80,493 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 October 20, 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 July 29, 1998, the last reported closing price of the Common
Stock was $36.50 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.
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THE DATE OF THIS PROSPECTUS IS JULY 30, 1998
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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,
1997, (2) SunGard's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998, (3) SunGard's Current Report on Form 8-K filed with the Commission on
January 16, 1998 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 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
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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 scope 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 "Available Information."
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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 private placement transactions in
connection with acquisitions. 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
Owned Being # of Shares % of Shares
Before Offered Owned After Owned After
Name of Selling Stockholder the Offering For Sale the Offering the Offering
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<S> <C> <C> <C> <C>
NationsBank, N.A..................... 80,395 80,395 0 *
Kevin C. Utter(1)....................
196 98 98 *
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* Less than one (1) percent of the outstanding Common Stock of SunGard.
(1) Amounts shown as owned by Mr. Utter before and after the offering include
23 shares of Common Stock, which Mr. Utter purchased through the SunGard
employee stock purchase plan and 51 shares, which Mr. Utter obtained
through the exercise of outstanding options to purchase SunGard Common
Stock.
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 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 or (ii) October 21, 1998.
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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
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
119,612 shares of SunGard's 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.
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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.
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TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
Available Information...................................................... 2
Incorporation of Documents by Reference.................................... 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Investment Considerations.................................................. 3
Selling Stockholders....................................................... 4
Plan of Distribution....................................................... 4
Legal Opinion.............................................................. 5
Experts.................................................................... 5
</TABLE>
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80,493 Shares
SUNGARD DATA SYSTEMS INC.
Common Stock
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PROSPECTUS
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July 30, 1998
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