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As filed with the Securities and Exchange Commission on July 31, 1999
Registration No. 333-
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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
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SUNGARD DATA SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
1285 DRUMMERS LANE
DELAWARE WAYNE, PA 19087 51-0267091
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(State or other jurisdiction (Address of Principal Executive Offices) (I.R.S. Employer
of incorporation or (Zip Code) Identification No.)
organization)
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DECALOG NV (FORMERLY KNOWN AS DECALOG BV)
STOCK OPTION PLAN
MINT SOFTWARE TECHNOLOGIES LTD.
(FORMERLY KNOWN AS MANOF COMMUNICATION
SYSTEMS (INTERNATIONAL) LTD.) 1993 STOCK OPTION
PLAN AND 1997 STOCK OPTION PLAN
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(Full title of the Plans)
Lawrence A. Gross, Esquire
Vice President and General Counsel
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, Pennsylvania 19087
610-341-8700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Francis E. Dehel, Esquire
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103
(215) 569-5500
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
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Common Stock, par value $.01 per share 434,396 shares $12.85(2) $5,581,989(2) $1,602.03
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(1) This registration statement also relates to an indeterminate number of
shares of Common Stock that may be issued pursuant to certain anti-dilution
provisions contained in the Plans.
(2) Pursuant to Rule 457(h), based upon the price at which stock options covered
by this Registration Statement may be exercised. Maximum offering price per
share reflects weighted average exercise price per share.
We have received an exemption from Israel's prospectus delivery requirements
from the Israeli Securities Authority applicable to this offering. You should
not construe that exemption as authenticating the matters contained in this
prospectus or as approval of their reliability or adequacy or as an expression
of an opinion as to the quality of the securities offered by this prospectus.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
INTRODUCTORY STATEMENT
On July 13, 1999, SunGard Data Systems Inc. acquired all of the issued and
outstanding shares of capital stock of Oshap Technologies Ltd. Oshap and its
subsidiaires, including MINT Software Technologies Ltd., formerly known as Manof
Communication Systems (International) Ltd., and Decalog NV (formerly known as
Decalog BV), are now subsidiaries of SunGard.
In connection with SunGard's acquisition of Oshap, unvested options to
purchase shares of MINT and Decalog were converted into options to purchase
shares of SunGard common stock under a Stock Option Exchange Agreement between
each optionee and SunGard. The conversion rate was 0.3802639 shares of SunGard
common stock for each share of MINT and 0.2677752 shares of SunGard common stock
for each share of Decalog, in each case rounded to the nearest whole share.
The exercise price also was appropriately adjusted.
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 by 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 1 will be sent
or given to employees as specified by Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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The following documents previously filed by SunGard with the Commission are
hereby incorporated by reference in this Registration Statement:
(i) SunGard's Annual Report on Form 10-K (File No. 001-12989) for
the fiscal year ended December 31, 1998;
(ii) All other reports filed by SunGard pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (i)
above; and
(iii) The description of SunGard's Common Stock, which is
incorporated by reference to SunGard's Registration Statement
on Form 8-A (File No. 001-12989) filed with the Commission on
May 14, 1997 under the Exchange Act, including any amendments
or reports filed for the purpose of updating such description.
All documents subsequently filed by SunGard with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of the 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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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 145 of the Delaware General Corporation Law, referred to as the DGCL,
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. SunGard's Certificate of Incorporation, as amended, and By-laws
provide for indemnification of the Registrant's officers and directors to the
maximum extent permitted by Delaware law.
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The DGCL 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. SunGard has
adopted an amendment to SunGard's Certificate of Incorporation, as amended,
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.
SunGard has also entered into indemnification agreements with its directors
and officers providing for indemnification to the fullest extent permitted by
the DGCL and, in certain respects, the indemnification agreements provide
greater protection than that specifically provided for by the DGCL. The
indemnification agreements do not provide indemnification for, among other
things, conduct which is found to be knowingly, fraudulently or deliberately
dishonest, or for willful misconduct.
SunGard has obtained directors' and officers' liability insurance for the
benefit of SunGard and its stockholders in the amount of $20 million.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS.
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The following exhibits are filed as part of this Registration Statement or,
where so indicated, have been previously filed and are incorporated herein by
reference.
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Blank Rome Comisky & McCauley LLP regarding
legality.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Blank Rome Comisky & McCauley LLP (included in
Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
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(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, as amended;
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(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 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.
(c) Insofar as indemnification for liabilities arising 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 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 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, as amended, 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: July 30, 1999 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 on Form S-8 has been signed 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.
.
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SIGNATURE Capacity Date
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/s/ James L. Mann Chief Executive Officer, July 30, 1999
- ------------------------------------ President and Chairman of
James L. Mann the Board of Directors
(principal executive
officer)
/s/ Michael J. Ruane Chief Financial Officer and July 30, 1999
- ------------------------------------ Vice President-Finance
Michael J. Ruane (principal financial
officer)
/s/ Andrew P. Bronstein Vice President and July 30, 1999
- ------------------------------------ Controller
Andrew P. Bronstein (principal accounting
officer)
/s/ Gregory S. Bentley Director July 30, 1999
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Gregory S. Bentley
/s/ Michael C. Brooks Director July 30, 1999
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Michael C. Brooks
/s/ Albert A. Eisenstat Director July 30, 1999
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Albert A. Eisenstat
/s/ Bernard Goldstein Director July 30, 1999
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Bernard Goldstein
/s/ Michael Roth Director July 30, 1999
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Michael Roth
/s/ Malcolm I. Ruddock Director July 30, 1999
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Malcolm I. Ruddock
/s/ Lawrence J. Schoenberg Director July 30, 1999
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Lawrence J. Schoenberg
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Blank Rome Comisky & McCauley LLP regarding legality.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Blank Rome Comisky & McCauley LLP (included in
Exhibit 5.1)
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EXHIBIT 5.1
[letterhead of Blank Rome Comisky & McCauley LLP]
July 30, 1999
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Gentlemen:
We have acted as counsel to SunGard Data Systems Inc. in connection with the
preparation of the Registration Statement on Form S-8 to be filed by SunGard
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the offer and sale of up to 434,396 shares of common stock,
par value $.01 per share ("Common Stock"), by SunGard pursuant to the Decalog NV
(formerly known as Decalog BV) Stock Option Plan and the MINT Software
Technologies Ltd., (formerly known as Manof Communication Systems
(International) Ltd.) 1993 Stock Option Plan and 1997 Stock Option Plan
(collectively, the "Plans"). This opinion is furnished pursuant to the
requirement of Item 601(b)(5) of Regulation S-K.
Although as counsel to SunGard we have advised SunGard in connection with
certain matters referred to us by it, our services are limited to specific
matters so referred. Consequently, we do not have knowledge of many
transactions in which SunGard has engaged or its day-to-day operations.
In rendering this opinion, we have examined the following documents: (i)
SunGard's Certificate of Incorporation and Bylaws, as amended as of the date
hereof; (ii) resolutions of SunGard's Board of Directors relating to the
adoption of the Plans and any amendments thereto; (iii) the Registration
Statement on Form S-8; and (iv) the Plans. We have assumed and relied, as to
question 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.
We have not made any independent investigation in rendering this opinion
other than the document examination described. Our opinion is therefore
qualified in all respects by the scope of that document examination. We make no
representation as to the sufficiency of our investigation for your purposes.
This opinion is limited to the laws of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock of SunGard which are being offered by SunGard pursuant to
the Plans and the Registration Statement, when sold in the manner and for the
consideration contemplated by the Plans and the Registration Statement, will be
legally issued, fully paid and non-assessable.
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This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no other or
more extensive opinion is intended, implied or to be inferred beyond the matters
expressly stated herein.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
BLANK ROME COMISKY & McCAULEY LLP
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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 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.
/s/ PricewaterhouseCoopers LLP
July 30, 1999
