SUNGARD DATA SYSTEMS INC
POS AM, 1998-03-26
COMPUTER PROCESSING & DATA PREPARATION
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<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1998

                                                      REGISTRATION NO. 33-41937
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ---------------- 

                        POST-EFFECTIVE AMENDMENT NO. 1
                                      TO 
                                   FORM S-3
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                                ---------------

                         SUNGARD/(R)/ DATA SYSTEMS INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                    <C>                             <C>
            DELAWARE                      1285 DRUMMERS LANE,             51-0267091
(State or other jurisdiction of        WAYNE, PENNSYLVANIA 19087        (I.R.S. Employer
 incorporation or organization)            (610) 341-8700              Identification No.)
</TABLE> 
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                               ---------------- 

                           LAWRENCE A. GROSS, ESQUIRE
                       VICE PRESIDENT AND GENERAL COUNSEL
                           SUNGARD DATA SYSTEMS INC.
                 1285 DRUMMERS LANE, WAYNE, PENNSYLVANIA 19087
                                 (610) 341-8700
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                               ---------------- 

  THE REGISTRANT HEREBY REQUESTS THAT THIS POST-EFFECTIVE AMENDMENT NO. 1 BECOME
EFFECTIVE AS SOON AS PRACTICABLE PURSUANT TO SECTION 8(c) OF THE SECURITIES ACT 
OF 1933.
================================================================================
    
<PAGE>
 
        On December 10, 1997, SunGard Data Systems Inc., a Delaware corporation 
("SunGard"), filed Registration Statement No. 33-41937 on Form S-3, which was
later amended on December 18, 1997 (the "Registration Statement") to register
467,079 shares (the "Shares") of common stock, $.01 par value per share, of
SunGard (the "Common Stock") owned by the selling stockholders listed on Page 4
of the Prospectus (the "Selling Stockholders"). The Prospectus informed the
Selling Stockholders that they would be permitted to sell the Shares while the
Registration Statement was in effect.

        On December 22, 1997, the Registration Statement became effective. Since
the effective date, certain Selling Stockholders have sold Shares; however, some
Selling Stockholders did not sell all of their Shares.

        Accordingly, SunGard hereby deregisters a total of 353,479 shares of 
Common Stock, comprised of the Shares not sold by the Selling Stockholders 
during the effective period.
<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 AUTHOR
  IZED, IN WAYNE, PENNSYLVANIA, ON THE DATE INDICATED.

                                    SUNGARD DATA SYSTEMS INC.

  Date:  March 26, 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 BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
  THE DATES INDICATED.
<TABLE>
<CAPTION>
 
                 SIGNATURE                               CAPACITY                  DATE
- - --------------------------------------------  ------------------------------  --------------
<S>                                           <C>                             <C>
 
                       *                      Chief Executive Officer,        March 26, 1998
- - --------------------------------------------  President, and Chairman       
                 JAMES L. MANN                of the Board of Directors      
                                              (principal executive officer)  
                                                                             
 
                /s/ Michael J. Ruane          Chief Financial Officer and     March 26, 1998
- - --------------------------------------------  Vice President-Finance        
                 MICHAEL J. RUANE             (principal financial officer)  
                                                                             
 
                /s/ Andrew P. Bronstein       Vice President and Controller   March 26, 1998
- - --------------------------------------------  (principal accounting officer) 
                 ANDREW P. BRONSTEIN                                         
 
                       *                      Director                        March 26, 1998
- - --------------------------------------------
                 GREGORY S. BENTLEY
 
                       *                      Director                        March 26, 1998
- - --------------------------------------------
                 MICHAEL C. BROOKS
 
                       *                      Director                        March 26, 1998
- - --------------------------------------------
                 ALBERT A. EISENSTAT
 
                       *                      Director                        March 26, 1998
- - --------------------------------------------
                 BERNARD GOLDSTEIN
 
                       *                      Director                        March 26, 1998
- - --------------------------------------------
                 MICHAEL ROTH
 
                       *                      Director                        March 26, 1998
- - --------------------------------------------
                 MALCOLM I. RUDDOCK
 
                       *                      Director                        March 26, 1998
- - --------------------------------------------
                 LAWRENCE J. SCHOENBERG
      
*By: /s/ Michael J. Ruane                   
     ---------------------------------------
     Michael J. Ruane, Attorney-in-Fact
</TABLE>
    
                                    


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