<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 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)
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)
-------------------------------
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. [ ]
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, 1,069,728 shares/(1)/ $29.719/(2)/ $31,791,246.43/(2)/ $9,633.71
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 October 3, 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 January 30, 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 FEBRUARY 3, 1998
PROSPECTUS
----------
SUNGARD/(R)/ DATA SYSTEMS INC.
1,069,728 SHARES OF COMMON STOCK
The shares offered hereby (the "Shares") consist of 1,069,728 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 3, 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 February ___, 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 FEBRUARY __, 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 a part hereof from the date of
filing thereof. Any statement contained herein or in any document
2
<PAGE>
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed to constitute a part of this Prospectus, except as so modified or
superseded.
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 the 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>
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 ADS
Associates, Inc. and the acquisition by SunGard of Med Data Systems, 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>
The Restated Belkin Family Trust.. 117,413 101,639 15,774 *
Alan/1/ and Karen Belkin Jt Ten... 1,523 1,523 0 *
Jeffrey R. Belkin................. 32,116 28,404 3,712 *
Stephen E. Belkin/2/.............. 33,116 29,404 3,712 *
David L. Rosenbaum............... 11,598 10,438 1,160 *
Harvey R. Holman/3/............... 210,600 189,540 21,060 *
Douglas G. Huntington/4/.......... 49,228 11,076 38,152 *
Gregory M. Pond/5/................ 425,138 382,624 42,514 *
Brian S. Nelson................... 75,221 67,699 7,522 *
David Sias/6/..................... 292,295 226,147 66,148 *
Barry Witkow/7/................... 72,822 21,234 51,588 *
- --------------------------
</TABLE>
* Less than one (1) percent of the outstanding Common Stock of SunGard.
/1/ Mr. Alan Belkin is President - Med Data Systems, Inc, a wholly-owned
subsidiary of SunGard.
/2/ Mr. Stephen E. Belkin is Vice President - Product Development - Med Data
Systems, Inc., a wholly-owned subsidiary of SunGard.
/3/ Mr. Harvey R. Holman is a Vice President - ADS Associates, Inc., a wholly-
owned subsidiary of SunGard.
/4/ Mr. Douglas G. Huntington is a Vice President - ADS Associates, Inc., a
wholly-owned subsidiary of SunGard. Amounts shown as owned by Mr.
Huntington before and after the offering include 36,921 shares of Common
Stock, which Mr. Huntington has the right to acquire within 60 days after
the date of this Prospectus by exercising stock options.
/5/ Mr. Gregory M. Pond is President - ADS Associates, Inc., a wholly-owned
subsidiary of SunGard.
/6/ Amounts shown as owned by Mr. Sias before and after the offering include
41,020 shares of Common Stock, which Mr. Sias has the right to acquire
within 60 days after the date of this Prospectus by exercising stock
options.
/7/ Mr. Barry Witkow is a Vice President - ADS Associates, Inc., a wholly-owned
subsidiary of SunGard. Amounts shown as owned by Mr. Witkow before and
after the offering include 49,229 shares of Common Stock, which Mr. Witkow
has the right to acquire within 60 days after the date of this Prospectus
by exercising stock options.
4
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby by the Selling Stockholders may be sold from time
to time by the Selling Stockholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made 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 and (ii) October 3, 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.
5
<PAGE>
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 the Infinity Annual Report on Form
10-K for the year ended December 31, 1996 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and are 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
Page
----
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............................................... 5
Legal Opinion...................................................... 5
Experts............................................................ 6
================================================================================
1,069,728 Shares
SUNGARD DATA SYSTEMS INC.
Common Stock
_______________
PROSPECTUS
_______________
February __, 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........................... $ 9,634
Legal fees and expenses............................................... 5,000
Accounting fees and expenses.......................................... 4,000
Miscellaneous......................................................... 1,000
Total................................................... $ 19,634
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 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
II-3
<PAGE>
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: February 3, 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.
SIGNATURE CAPACITY DATE
--------- -------- ----
<TABLE>
<CAPTION>
<S> <C> <C>
s/ James L. Mann Chief Executive Officer, February 3, 1998
- -------------------------------- President, and Chairman
JAMES L. MANN of the Board of Directors
(principal executive officer)
s/ Michael J. Ruane Chief Financial Officer and February 3, 1998
- -------------------------------- Vice President-Finance
MICHAEL J. RUANE (principal financial officer)
s/ Andrew P. Bronstein Vice President and Controller February 3, 1998
- -------------------------------- (principal accounting officer)
ANDREW P. BRONSTEIN
s/ Gregory S. Bentley Director February 3, 1998
- --------------------------------
GREGORY S. BENTLEY
s/ Michael C. Brooks Director February 3, 1998
- --------------------------------
MICHAEL C. BROOKS
s/ Albert A. Eisenstat Director February 3, 1998
- --------------------------------
ALBERT A. EISENSTAT
s/ Bernard Goldstein Director February 3, 1998
- --------------------------------
BERNARD GOLDSTEIN
s/ Michael Roth Director February 3, 1998
- --------------------------------
MICHAEL ROTH
s/ Malcolm I. Ruddock Director February 3, 1998
- --------------------------------
MALCOLM I. RUDDOCK
s/ Lawrence J. Schoenberg Director February 3, 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]
February 3, 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 1,069,728 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 9, 1997 and September 12, 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
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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
February 2, 1998
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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 1,069,728 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, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Palo Alto, California
February 3, 1998
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