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PURSUANT TO RULE 424B3
REGISTRATION NO. 333-45541
PROSPECTUS
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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 11, 1998, the last reported closing price of the
Common Stock was $31.31 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.
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THE DATE OF THIS PROSPECTUS IS FEBRUARY 12, 1998
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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
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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".
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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
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<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 *
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* 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.
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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.
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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.
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