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As filed with the Securities and Exchange Commission on May 28, 1998.
Registration No. 33-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUNGARD(R) DATA SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 51-0267091
(State or other jurisdiction of 1285 DRUMMERS LANE (I.R.S. Employer Identification
incorporation or organization) WAYNE, PENNSYLVANIA 19087 Number)
(Address of Principal Executive Offices) (Zip Code)
SUNGARD DATA SYSTEMS INC.
1998 EQUITY INCENTIVE PLAN
(Full title of the plans)
LAWRENCE A. GROSS, ESQUIRE
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)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE FEE
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Common Stock, par value $.01 3,000,000 $33.125(2) $99,375,000(2) $30,113.64
per share
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(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plan.
(2) Pursuant to Rule 457(h), based upon the average of the high and low sale
prices of SunGard Data Systems Inc. Common Stock, par value $.01 per
share, reported on the New York Stock Exchange on May 26, 1998.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
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The document(s) containing the information specified in Item 1 will be sent or
given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
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The document(s) containing the information specified in Item 2 will be sent or
given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed with the Commission are incorporated herein by
reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(ii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end of
the fiscal year covered by the Annual Report on Form 10-K referred to in (i)
above;
(iii) The description of the Company's Common Stock which is incorporated by
reference in the Company's Registration Statement on Form 8-A (File No. 1-12989)
filed on May 14, 1997 under the Exchange Act, including any amendment or report
filed for the purpose of updating such description; and
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold hereunder, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Lawrence A. Gross, Esquire, who prepared the opinion attached as Exhibit 5.1
as to the legality of the shares of the Company's Common Stock issuable under
the SunGard Data Systems Inc. 1998 Equity Incentive Plan, is Vice President and
General Counsel of the Company, and, as of the date hereof, beneficially owns
5,312 shares of the Company's Common Stock.
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Item 6. Indemnification of Directors and Officers.
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The Company's By-laws provide for indemnification to the fullest extent
permitted by the Delaware General Corporation Law. 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 or agents, against expenses (including
attorneys' 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.
The Delaware General Corporation Law also provides that a Delaware corporation
may, by amendment to its certificate of incorporation, eliminate personal
liability of its directors to the corporation and its stockholders, in certain
circumstances, for monetary damages arising from a breach of the director's duty
of care. The Company has adopted an amendment to the Company's Certificate of
Incorporation which limits a director's liability for monetary damages for
breach of fiduciary duty, including gross negligence, except in circumstances
involving certain wrongful acts, such as the breach of a director's duty of
loyalty or acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law. The Company has also entered into
indemnification agreements with its directors and officers, providing for
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 indemnification agreements do not provide
indemnification for, among other things, conduct which is adjudged to be
knowingly fraudulent, deliberately dishonest or willful misconduct.
The Company has obtained directors' and officers' liabilities to the Company
and its stockholders, in the amount of $20 million.
Item 7. Exemption from Registration Claimed
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Not Applicable.
Item 8. Exhibits
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The following exhibits are filed as part of the Registration Statement.
Exhibit No. Description
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5.1 Opinion of Counsel regarding legality.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Counsel (included as part of Exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page)
Item 9. Undertakings
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(a) The undersigned registrant hereby undertakes:
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(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, as amended;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the 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) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (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, as amended) 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.
(h) The undersigned registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment for the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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, the registrant 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-8 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: May 27, 1998 By: s/ James L. Mann
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JAMES L. MANN,
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
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.
SIGNATURE CAPACITY DATE
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/s/ James L. Mann Chief Executive Officer, May 27, 1998
- ----------------------------------------- President, and Chairman
JAMES L. MANN of the Board of Directors
(principal executive officer)
/s/ Michael J. Ruane Chief Financial Officer and May 27, 1998
- ----------------------------------------- Vice President-Finance
MICHAEL J. RUANE (principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller May 27, 1998
- ----------------------------------------- (principal accounting officer)
ANDREW P. BRONSTEIN
/s/ Gregory S. Bentley Director May 27, 1998
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GREGORY S. BENTLEY
/s/ Michael C. Brooks Director May 27, 1998
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MICHAEL C. BROOKS
/s/ Albert A. Eisenstat Director May 27, 1998
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ALBERT A. EISENSTAT
/s/ Bernard Goldstein Director May 27, 1998
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BERNARD GOLDSTEIN
/s/ Michael Roth Director May 27, 1998
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MICHAEL ROTH
/s/ Malcolm I. Ruddock Director May 27, 1998
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MALCOLM I. RUDDOCK
/s/ Lawrence J. Schoenberg Director May 27, 1998
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LAWRENCE J. SCHOENBERG
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Exhibit Index
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Exhibit
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5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
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EXHIBIT 5.1
May 28, 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
participated in the preparation of the Registration Statement on Form S-8
("Registration Statement") to be filed by the Company pursuant to the Securities
Act of 1933, as amended, relating to the offer and sale of up to 3,000,000
shares of common stock, par value $.01 per share ("Common Stock"), by the
Company pursuant to the Company's 1998 Equity Incentive ("Plan"). 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 of the Company on February 27, 1998, (iii) resolutions adopted by the
stockholders of the Company on May 11, 1998, and (iv) 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 of the Company which are being offered and sold by the Company pursuant to
the Registration Statement, when sold in the manner and for the consideration
contemplated by the Registration Statement and the Plan, will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Sincerely,
/s/ Lawrence A. Gross
Lawrence A. Gross
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 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 the Annual Report on Form 10-K.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
May 22, 1998
