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As filed with the Securities and Exchange Commission on July 12, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUNGARD DATA SYSTEMS INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 7379 51-0267091
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
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1285 Drummers Lane
Wayne, PA 19087
(610) 341-8700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Lawrence A. Gross, Esq.
Vice President and General Counsel
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
(610) 341-8700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
James H. Carroll, Esq.
Cooley Godward LLP
2595 Canyon Boulevard, Suite 250
Boulder, CO 80302
(303) 546-4000
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Approximate date of proposed sale to the public:
From time to time after the Registration Statement becomes effective.
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If the securities being registered on this Form are being offered in
connection with formation of a holding company, and there is compliance with
General Instruction G, 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, 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, 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 filed in a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Title of Securities to be Registered Registered Price Per Share (1) Offering Price (1) Registration Fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $.01 5,000,000 shares $34.97 $174,850,000 $48,608.30
====================================================================================================================================
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) based on the average of the high
and low sale prices on the New York Stock Exchange on July 8, 1999.
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 that 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.
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Subject to Completion Dated July 12, 1999
Preliminary Prospectus
5,000,000 Shares
SUNGARD DATA SYSTEMS INC.
COMMON STOCK
--------------------
SunGard Data Systems Inc. may sell up to 5,000,000 shares of common stock
of SunGard using this Prospectus. SunGard may issue these shares from time to
time in connection with its acquisition of other businesses and properties.
SunGard may also issue these shares at a later time, upon the exercise or
conversion of other securities that it may issue or assume in connection with
such acquisitions, such as options, warrants, convertible notes or other similar
instruments.
SunGard expects to negotiate the specific terms of any acquisition directly
with the persons who own or control the business or properties SunGard will
acquire. SunGard expects that the price of the shares it issues will be
reasonably related to their market price, either when SunGard agrees to the
particular acquisition, when it issues the shares or during some other
negotiated period. SunGard does not expect to pay any underwriting discounts or
commissions in connection with the shares to be sold using this Prospectus,
although SunGard may pay a finder's fees with respect to a specific acquisition.
With SunGard's consent, this Prospectus may also be used by the persons
owning or controlling the business or properties SunGard acquires to sell the
shares they receive from SunGard to the public. If this happens, SunGard will
not receive any proceeds from such shares.
SunGard's shares trade on the New York Stock Exchange under the symbol
"SDS." SunGard will apply to list on the New York Stock Exchange the shares that
it will be offering using this Prospectus. The last reported sales price of
SunGard's common stock on the New York Stock Exchange on July __, 1999 was
$______.
--------------------
See "Risk Factors" beginning on page 4 to read about risks you should
consider before buying shares of SunGard's Common Stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The information in this prospectus is not complete and may be changed.
SunGard may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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July ___, 1999
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TABLE OF CONTENTS
Page
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Where You Can Find More Information .......................... 3
The Company................................................... 4
Forward-Looking Statements.................................... 4
Risk Factors.................................................. 4
Use of Proceeds............................................... 6
Resale of Securities Covered by this Prospectus............... 6
Legal Matters................................................. 8
Experts ...................................................... 8
2
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WHERE YOU CAN FIND MORE INFORMATION
SunGard files reports, proxy statements and other information with the
Securities and Exchange Commission. You may inspect and copy such material at
the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC'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. You
may also obtain copies of such material from the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You
can also inspect such materials at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
Please call the SEC at 1-800-SEC-0330 for more information on the public
reference rooms. You can also find SunGard's SEC filings at the SEC's web site,
www.sec.gov.
The SEC allows SunGard to "incorporate by reference" the information that
it files with them, which means that SunGard can disclose important information
to you by referring you to those documents. The information incorporated by
reference is considered to be part of this Prospectus. Information in this
Prospectus supercedes information incorporated by reference which SunGard filed
with the SEC before the date of this Prospectus. Information that SunGard files
later with the SEC will automatically update and supercede this information.
SunGard incorporates by reference the documents listed below and any future
filings it makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
. SunGard's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
. SunGard's Definitive Proxy Statement dated March 31, 1999;
. SunGard's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1999; 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 (excluding exhibits which are not
specifically incorporated by reference into this Prospectus), at no cost to you,
by writing or telephoning SunGard at:
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, Pennsylvania 19087
Attention: Investor Relations
Telephone: (610) 341-8700
This Prospectus constitutes a part of a registration statement on Form S-4
that has been filed with the SEC. SEC rules permit us to omit certain of the
information contained in the registration statement. For such information,
please refer to the registration statement on file with the SEC, including the
exhibits to the registration statement.
--------------------
You should rely only upon the information contained in this document or
documents to which SunGard has referred you. SunGard has not authorized anyone
to provide you with information that is different. You should not assume that
the information in this Prospectus is accurate as of any date other than the
date on the front of this Prospectus.
3
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THE COMPANY
SunGard is a computer services and application software company. SunGard
provides proprietary investment support systems and is a pioneer and a leading
provider of comprehensive computer disaster recovery 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.
References in this Prospectus to "SunGard" refer to SunGard Data Systems
Inc., a Delaware corporation, and its consolidated subsidiaries. Information
contained at SunGard's web site does not constitute part of this Prospectus.
FORWARD-LOOKING STATEMENTS
This Prospectus or other documents incorporated by reference in this
Prospectus contain forward-looking statements made by SunGard that are subject
to risks and uncertainties and that may change at any time and differ from
actual results. Forward-looking statements include information about possible or
assumed future financial results of SunGard and usually contain words such as
"believes," "expects," "anticipates" or similar expressions. 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 such as:
. the timing and magnitude of software sales;
. the effect of year 2000 issues on software and services buying
decisions;
. 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.
Certain of these factors are further discussed below. 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."
These factors and those discussed below should be considered in evaluating
SunGard's forward-looking statements and any investment in SunGard's common
stock.
RISK FACTORS
You should carefully consider the risks described below before making any
investment decision. The risks and uncertainties described below are not the
only ones facing SunGard. Additional risks and uncertainties not presently known
to SunGard or that SunGard currently deems immaterial may also impair SunGard
business operations. If any of the following risks actually occur, SunGard's
business, financial condition or results of future operations could be
materially adversely affected. In such case, the trading price of SunGard's
common stock could decline, and you may lose all or part of your investment.
SunGard's growth strategy depends in part on acquisitions. If SunGard is
unable to acquire businesses on favorable terms or successfully integrate and
manage the businesses acquired, SunGard's business and financial results may
suffer.
SunGard intends to grow by expanding its existing businesses and by
acquiring similar or complementary businesses, including acquisitions that are
intended to qualify for pooling-of-interests accounting treatment. This
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growth strategy is subject to a number of risks which could adversely affect
SunGard's business and financial results, including:
. SunGard may not be able to find suitable businesses to acquire on
affordable terms;
. competition from other acquirors 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;
. one or more acquisitions may not qualify for pooling-of-interests
accounting treatment; and
. at any given time, a large number of shares of SunGard's common stock
issued to acquire businesses may become freely tradeable in the
market.
The businesses acquired by SunGard may perform worse than expected or
may be more difficult to integrate and manage than expected. If that happens,
SunGard may suffer a number of adverse consequences, including:
. SunGard may have to devote unanticipated financial and management
resources to the acquired businesses;
. SunGard may not be able to realize expected operating efficiencies;
and
. SunGard may have to write off goodwill or other intangible assets if
the acquisition was accounted for as a purchase.
SunGard's success depends in part on adapting its computer services and
software to changes in technology and changes in its customers' businesses. If
SunGard does not successfully update its services and software, or if its new
products or services are not timely delivered or well received by customers,
SunGard's business and financial results may suffer.
SunGard's ability to successfully update its services and software and
timely develop and deliver new products and services required by its customers
is subject to a number of risks which could adversely affect SunGard's business
and financial results, including:
. SunGard may find it difficult to update its services and software and
timely develop and deliver its new products and services in a
cost-effective manner, especially when faced with rapid technological
changes that are hard to predict; and
. SunGard may find it difficult to update its services and software to
keep pace with business, regulatory and other developments in the
financial services industry in which most of SunGard's customers
operate.
SunGard's business is dependent largely on the financial services industry.
If that industry does poorly, SunGard's business and financial results may
suffer.
SunGard sells most of its computer services and software to banks, mutual
funds, brokers, insurance companies and other financial services firms. If the
financial services industry or SunGard's customers in the financial services
industry experience problems, SunGard's business and financial results could be
adversely affected. For example, SunGard may suffer if securities trading
activity declines, the number or value of managed portfolios decreases, or there
is continued consolidation among firms in the financial services industry.
5
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The advent of year 2000, including any failure by SunGard to make its
products year 2000 compliant or to fulfill year 2000 commitments to customers,
may adversely effect SunGard's business and financial results.
SunGard has made many of its products year 2000 compliant so that they can
handle dates in the year 2000 and beyond. However, SunGard is still working on
making some of its important products year 2000 compliant. In addition, SunGard
has made commitments to some customers that need to convert off non-year 2000
compliant systems, and as a result, SunGard must meet significant development
obligations and complete conversions before the end of 1999. SunGard's year 2000
compliance efforts are subject to a number of risks which could adversely affect
SunGard's business and financial results, including:
. SunGard may not be able to make all of its important products year
2000 compliant;
. SunGard may not be able to timely meet its year 2000 commitments to
customers;
. SunGard may have to add personnel and buy new software and hardware
earlier than planned to complete its year 2000 compliance efforts,
which could cause an unexpected increase in expenses;
. SunGard's expenses may increase faster than expected because year 2000
issues are causing a shortage in the availability of experienced
programmers; and
. 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.
SunGard believes that year 2000 compliance issues have caused some
acceleration of software buying and conversion activity. As a result, SunGard's
rate of internal growth may decline in the second half of 1999 or in the year
2000, which could adversely affect SunGard's business and financial results.
USE OF PROCEEDS
This Prospectus relates to shares of common stock of SunGard that may be
offered and issued by SunGard from time to time in connection with the
acquisition of other businesses and properties and interests therein, and upon
exercise or conversion of warrants, options, convertible notes or other similar
instruments issued or assumed by SunGard from time to time in connection with
the acquisition of businesses and properties and interests therein. Other than
the businesses or properties acquired, there will be no proceeds to SunGard from
these offerings. When this Prospectus is used by a stockholder in a public
reoffering or resale of common stock acquired pursuant to this Prospectus,
SunGard will not receive any proceeds from such sale by the selling stockholder.
RESALE OF SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus, as appropriately amended or supplemented, may, with the
consent of SunGard, be used from time to time by persons (or their transferees)
who have received shares covered by this Registration Statement (the "Shares")
in acquisitions of businesses or properties or interests therein by SunGard
(such persons being referred to herein as "Selling Stockholders") who wish to
offer and sell the Shares in transactions in which they and any broker-dealer
through whom any of the Shares are sold may be deemed to be underwriters within
the meaning of the Securities Act. SunGard will receive none of the proceeds
from any such sales. There presently are no arrangements or understandings,
formal or informal, pertaining to the distribution of the Shares.
Agreements with Selling Stockholders permitting use of this Prospectus may
provide that any such offering be effected in an orderly manner through
securities dealers, acting as broker or dealer, selected by SunGard; that
Selling Stockholders enter into custody agreements with one or more banks with
respect to such shares; and that sales be made only by one or more of the
methods described in this Prospectus, as appropriately supplemented or amended
when required.
SunGard anticipates that resales of the Shares by Selling Stockholders may
be effected from time to time on the open market in ordinary brokerage
transactions on the New York Stock Exchange, or such other security
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exchange on which the common stock may be listed, or in private transactions
(which may involve crosses and block transactions). The Shares will be offered
for sale at market prices prevailing at the time of sale or at negotiated prices
and on terns to be determined when the agreement to sell is made or at the time
of sale, as the case may be. The Shares may be offered directly, through agents
designated from time to time, or through brokers or dealers. A member firm of
the National Association of Security Dealers, Inc. may be engaged to act as a
Selling Stockholder's agent in the sale of the Shares by the Selling Stockholder
and/or may acquire Shares as principal. Broker-dealers participating in such
transactions as agent may receive commissions from the Selling Stockholder (and,
if they act as agent for the purchaser of such Shares, from such purchaser).
Participating broker-dealers may agree with the Selling Stockholder to sell
a specified number of shares at a stipulated price per share and, to the extent
such broker-dealer is unable to do so, to act as agent for the Selling
Stockholder to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer's commitment to the Selling Stockholder. In addition
or alternatively, shares may be sold by the Selling Stockholder, and/or by or
through other broker-dealers in special offerings, exchange distributions, or
secondary distributions. Broker-dealers who acquire shares as principal may
thereafter resell such Shares from time to time in transactions (which may
involve cross and block transactions and which may involve sales to and through
other broker-dealers, including transactions of the nature described in the
preceding two sentences) on the New York Stock Exchange or such other security
exchange on which the common stock may be listed, in negotiated transactions, or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices, and in connection with such resales may pay to or receive commission's
from the purchasers of such shares.
Upon notification to SunGard by the Selling Stockholder that a particular
offer to sell the Shares is made, a material arrangement has been entered into
with a broker-dealer for the sale of shares through a block trade, special
offering, exchange distribution, or secondary distribution, or any block trade
has taken place, to the extent required, a supplement to this Prospectus will be
delivered together with this Prospectus and filed pursuant to Rule 424(b) under
the Securities Act setting forth with respect to such offer or trade the terms
of the offer or trade; including:
. the name of each Selling Stockholder;
. the number of Shares involved;
. the price at which the Shares were sold;
. any participating brokers, dealers, agents or member firm involved;
. any discounts, commissions and other items paid as compensation from,
and the resulting net proceeds to, the Selling Stockholder;
. that such broker-dealers did not conduct any investigation to verify
the information set out in this Prospectus; and
. other facts material to the transaction.
Shares may be sold directly by the Selling Stockholder or through agents
designated by the Selling Stockholder from time to time. Unless otherwise
indicated in a supplement to this Prospectus, any such agent will be acting on a
best efforts basis for the period of its appointment.
The Selling Stockholder and any brokers, dealers, agents, member firm or
others that participate with the Selling Stockholder in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions or fees received by such persons and any profit on the
resale of the Shares purchased by such person may be deemed to be underwriting
commissions or discounts under the Securities Act.
SunGard may agree to indemnify the Selling Stockholder as an underwriter
under the Securities Act against certain liabilities, including liabilities
arising under the Securities Act. Agents may be entitled under agreements
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entered into with the Selling Stockholder to indemnification against certain
civil liabilities, including liabilities under the Securities Act.
The Selling Stockholder will be subject to the applicable provisions of the
Securities Exchange Act of 1934, and the rules and regulations thereunder,
including without limitation Regulation M, which provisions may limit the timing
of purchases and sales of any of the common stock by the Selling Stockholder.
All of the foregoing may affect the marketability of the common stock.
SunGard will pay substantially all the expenses incident to the offering of
the common Stock by the Selling Stockholder to the public other than brokerage
fees, commissions and discounts of underwriters, dealers or agents.
In order to comply with certain states' securities laws, if applicable, the
common Stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states, the common stock
may not be sold unless the common stock has been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and is complied with.
LEGAL MATTERS
The validity of the issuance of the common Stock offered hereby will be
passed upon for SunGard by Lawrence A. Gross, SunGard's Vice President and
General Counsel. As of the date of this Prospectus, Mr. Gross owns 5,294 shares
of SunGard common stock and has the right to acquire under options 117,417
shares of SunGard common stock in the next 60 days.
EXPERTS
The consolidated balance sheets of SunGard and subsidiaries as of December
31, 1998 and 1997 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, 1998 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.
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Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the common stock being registered. All the amounts shown are estimates except
for the registration fee.
Registration fee................................... $48,600
Legal fees and expenses............................ 15,000
Accounting fees and expenses....................... 4,000
Miscellaneous...................................... 1,000
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Total........................................... $68,600
Item 15. Indemnification of Officers and Directors.
The Registrant's Certificate of Incorporation and Bylaws include provisions
to (i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law. Under Section
145, a corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred by them in
connection with any suit to which they are, or are threatened to be made, a
party by reason of their serving in such positions so long as they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of a corporation, and, with respect to any criminal action, they
had no reasonable cause to believe their conduct was unlawful.
The Registrant has entered into agreements with its directors and executive
officers (in the form approved by the Registrant's Stockholders at its 1987
Annual Meeting) that require the Registrant to indemnify such persons against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
officer of the Registrant or any of its listed enterprises, provided such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Registrant and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The indemnification agreements also set forth certain procedures that
will apply in the event of a claim for indemnification thereunder. The
agreements do not provide indemnification for, among other things, conduct that
is adjudged to be fraud, deliberate dishonesty, or willful misconduct.
The Registrant has purchased an insurance policy covering the officers and
directors of the Registrant with respect to certain liabilities arising under
the Securities Act or otherwise, in the amount of $20 million.
Item 16. Exhibits.
Exhibit Description of Document
Number
5.1 Opinion of Counsel as to Validity of Shares Issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel. Reference is made to Exhibit 5.1
24.1 Power of attorney of certain signatories (included on
Signature Page)
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Item 17. Undertakings.
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;
(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.
(2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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 registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act 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.
The undersigned registrant hereby undertakes as follows:
(1) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for the other items of the applicable form.
(2) That every prospectus: (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act,
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.
Insofar as indemnification for liabilities under the Securities Act of 1933 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 Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by 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
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the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriated 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.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 12, 1999 By /s/ James L. Mann
----------------------------------------------
James L. Mann
Chief Executive Officer, Chairman and
President
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>
<S> <C> <C>
Signature Capacity Date
--------- -------- ----
/s/ James L. Mann Chief Executive Officer, President and Chairman of July 12, 1999
- ------------------------------- the Board of Directors
James L. Mann (principal executive officer)
/s/ Michael J. Ruane Chief Financial Officer and Vice President - Finance July 12, 1999
- ------------------------------- (principal financial officer)
Michael J. Ruane
/s/ Andrew P. Bronstein Vice President and Controller July 12, 1999
- ------------------------------- (principal accounting officer)
Andrew P. Bronstein
/s/ Gregory S. Bentley
- ------------------------------- Director July 12, 1999
Gregory S. Bentley
/s/ Michael C. Brooks
- ------------------------------- Director July 12, 1999
Michael C. Brooks
/s/ Albert A. Eisenstat
- ------------------------------- Director July 12, 1999
Albert A. Eisenstat
/s/ Bernard Goldstein
- ------------------------------- Director July 12, 1999
Bernard Goldstein
/s/ Michael Roth
- ------------------------------- Director July 12, 1999
Michael Roth
/s/ Malcolm I. Ruddock
- ------------------------------- Director July 12, 1999
Malcolm I. Ruddock
/s/ Lawrence J. Schoenberg
- ------------------------------- Director July 12, 1999
Lawrence J. Schoenberg
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Document
Number
5.1 Opinion of Counsel as to validity of the Shares Issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel. Reference is made to Exhibit 5.1
24.1 Power of attorney of certain signatories (included on Signature Page)
II-5
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LAWRENCE A. GROSS]
July 12, 1999
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-4 ("Registration Statement") to be filed by the Company
pursuant to the Securities Act of 1933, as amended, relating to the registration
of 5,000,000 shares of common stock, par value $.01 per share ("Common Stock").
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 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-4 of our report, dated February 11, 1999, on our audits of the
consolidated financial statements of SunGard Data Systems Inc. as of December
31, 1998 and 1997 and for each of the three years in the period ended December
31, 1998, 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
July 9, 1999
