<PAGE>
Pursuant to Rule 424B3
Registration No. 333-65831
PROSPECTUS
----------
SUNGARD DATA SYSTEMS INC.
703,053 SHARES OF COMMONSTOCK
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 November 23, 1998, the last reported sale price of the common
stock was $32.44 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 NOVEMBER 24, 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.
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.
1
<PAGE>
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.
In connection with distributions of the shares registered under this
prospectus, the selling stockholders or their successors in interest may enter
into hedging transactions with broker-dealers. In connection with such
transactions, broker-dealers may engage in short sales of the shares registered
hereunder in the course of hedging the position they assume with selling
stockholders. The selling stockholders may also sell shares short and redeliver
the shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers, which require
delivery to the broker-dealer of the shares registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this prospectus. A
selling stockholder may also loan or pledge the shares registered hereunder to a
broker-dealer and the broker-dealer may sell the shares so loaned or, upon
default, the broker-dealer may effect sales of the pledged shares 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.
7
<PAGE>
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.
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
