<PAGE>
As filed with the Securities and Exchange Commission on July 23, 1998
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
SUNGARD 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)
------------------------
------------------------
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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
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,
par value $0.01 per share 80,493 shares(1) $ 38.8125 (2) $ 3,124,134.56 (2) $ 921.61
- ---------------------------------------------------------------------------------------------------------------------------
</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 21, 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 July 21, 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 July 23, 1998
PROSPECTUS
----------
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 _, 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 July ___, 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,
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
2
<PAGE>
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."
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 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 # 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>
NationsBank, N.A. ............................ 80,395 80,395 0 *
Kevin C. Utter(1). ........................... 196 98 98 *
</TABLE>
- -----------------------------
* 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.
4
<PAGE>
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.
5
<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 ............................................... 4
Legal Opinion ...................................................... 5
Experts ............................................................ 5
================================================================================
================================================================================
80,493 Shares
SunGard Data Systems Inc.
Common Stock
---------------
PROSPECTUS
---------------
July __, 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................................ $1,000
Legal fees and expenses................................................. 5,000
Accounting fees and expenses............................................ 4,000
Miscellaneous........................................................... 1,000
Total.................................................$11,000
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.
<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 PricewaterhouseCoopers LLP, independent accountants.
23.2 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 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.
II-2
<PAGE>
(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-3
<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: July 21, 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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
S/ JAMES L. MANN Chief Executive Officer, July 21, 1998
- ---------------------------------- President, and Chairman
JAMES L. MANN of the Board of Directors
(principal executive officer)
S/ MICHAEL J. RUANE Chief Financial Officer and July 21, 1998
- ---------------------------------- Vice President-Finance
MICHAEL J. RUANE (principal financial officer)
S/ ANDREW P. BRONSTEIN Vice President and Controller July 21, 1998
- ---------------------------------- (principal accounting officer)
ANDREW P. BRONSTEIN
S/ GREGORY S. BENTLEY Director July 21, 1998
- ----------------------------------
GREGORY S. BENTLEY
S/ MICHAEL C. BROOKS Director July 21, 1998
- ----------------------------------
MICHAEL C. BROOKS
S/ ALBERT A. EISENSTAT Director July 21, 1998
- ----------------------------------
ALBERT A. EISENSTAT
S/ BERNARD GOLDSTEIN Director July 21, 1998
- ----------------------------------
BERNARD GOLDSTEIN
S/ MICHAEL ROTH Director July 21, 1998
- ----------------------------------
MICHAEL ROTH
S/ MALCOLM I. RUDDOCK Director July 21, 1998
- ----------------------------------
MALCOLM I. RUDDOCK
S/ LAWRENCE J. SCHOENBERG Director July 21, 1998
- ----------------------------------
LAWRENCE J. SCHOENBERG
</TABLE>
II-4
<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 PricewaterhouseCoopers LLP, independent accountants.
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 LAWRENCE A. GROSS]
July 21, 1998
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Gentlemen:
I am Vice President and General Counsel of SunGard Data Systems Inc.
("Company"). Our corporate legal department, under my supervision, has
represented the Company in connection with the preparation of 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 80,493 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 November 14, 1997 and May 11, 1998 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, in our opinion, 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.
Sincerely,
/s/ Lawrence A. Gross
Lawrence A. Gross
II-6
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 of our report, dated February 12, 1998, on our audits of the
consolidated financial statements of SunGard Data Systems Inc. as of December
31, 1997 and 1996 and for each of the three years in the period ended December
31, 1997, which report is included in SunGard Data Systems Inc.'s Annual Report
on Form 10-K. We also consent to the reference to our firm under the heading
"Experts" in the Registration Statement.
/s/ PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
July 22, 1998
II-7
