<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1998
REGISTRATION NO. 333- 45633
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
SUNGARD/R/ DATA SYSTEMS INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 7379 51-0267091
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
SUNGARD DATA SYSTEMS INC.
1285 DRUMMERS LANE
WAYNE, PENNSYLVANIA 19087
(610) 341-8700
(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)
----------------------
COPIES TO:
Arthur H. Miller, Esquire David Smalley, Esquire
BLANK ROME COMISKY & MCCAULEY LLP DEBEVOISE & PLIMPTON
ONE LOGAN SQUARE 1 CREED COURT
PHILADELPHIA, PENNSYLVANIA 19103 5 LUDGATE HILL
215-569-5500 LONDON EC4M 7AA
44-171-329-0779
----------------------
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 February 5, 1998, SunGard Data Systems Inc., a Delaware corporation
("SunGard"), filed Registration Statement No. 333-45633 on Form S-4, which was
later amended on February 20, 1998 (the "Registration Statement") to register
4,205,236 shares of common stock, $.01 par value per share, of SunGard (the
"Common Stock") to be issued in connection with the proposed acquisition of
Rolfe & Nolan Plc ("Rolfe & Nolan").
On February 20, 1998, the Registration Statement became effective.
On April 3, 1998, SunGard announced the lapsing of the offer to acquire
Rolfe & Nolan. Under U.K. takeover rules, an acquiror is permitted to lapse the
offer to acquire a London Stock Exchange-listed company if negotiated conditions
are not timely met. The 90% acceptance condition for Rolfe & Nolan's
shareholders was not met as of April 3, 1998, the scheduled closing date.
Additionally, a wide range of U.K. and U.S. customers expressed concern
regarding the proposed merger. As a result of such opposition, SunGard was
advised by its U.K. and U.S. legal advisors that it was likely that the
transaction would be referred to the Monopolies and Merger Commission in the
U.K. (which would cause the offer to lapse under U.K. takeover rules), or that
the offer would be challenged in court by the Department of Justice in the U.S.
(which would have caused a failure of a negotiated condition of the offer), or
both. Therefore, SunGard concluded that it was not in the best interests of its
shareholders to continue with the offer.
Accordingly, SunGard hereby deregisters a total of 4,205,236 shares of
Common Stock.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST-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: April 9, 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 POST-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------------------------- ------------------------------ -------------
<S> <C> <C>
* Chief Executive Officer, April 9, 1998
- --------------------------- President, and Chairman
JAMES L. MANN of the Board of Directors
(principal executive officer)
/s/ Michael J. Ruane Chief Financial Officer and April 9, 1998
- --------------------------- Vice President-Finance
MICHAEL J. RUANE (principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller April 9, 1998
- --------------------------- (principal accounting officer)
ANDREW P. BRONSTEIN
* Director April 9, 1998
- ---------------------------
GREGORY S. BENTLEY
* Director April 9, 1998
- ---------------------------
MICHAEL C. BROOKS
* Director April 9, 1998
- ---------------------------
ALBERT A. EISENSTAT
* Director April 9, 1998
- ---------------------------
BERNARD GOLDSTEIN
* Director April 9, 1998
- ---------------------------
MICHAEL ROTH
* Director April 9, 1998
- ---------------------------
MALCOLM I. RUDDOCK
* Director April 9, 1998
- ---------------------------
LAWRENCE J. SCHOENBERG
</TABLE>
*By /s/ Michael J. Ruane Director April 9, 1998
- ------------------------
ATTORNEY-IN-FACT
