<PAGE>
As filed with the Securities and Exchange Commission on May 4, 1999
Registration No. 333-75241-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
POST-EFFECTIVE AMENDMENT
NO. 1
ON
FORM S-8
TO
FORM S-4*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
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
- ------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of (Address of Principal Executive Offices) (I.R.S. Employer Identification No.)
incorporation or organization) (Zip Code)
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FDP CORP. 1994 EMPLOYEE
STOCK OPTION PLAN
--------------------------
(Full title of the Plan)
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:
Arthur H. Miller, Esquire
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103
(215) 569-5500
CALCULATION OF REGISTRATION FEE
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<CAPTION>
===========================================================================================================
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
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share 205,392 shares (2) (2) (2)
===========================================================================================================
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(1) This registration statement also relates to an indeterminate number of
shares of Common Stock that may be issued upon stock splits, stock dividends
or similar transactions in accordance with Rule 416.
(2) Not applicable. All filing fees payable in connection with the registration
of the issuance of these securities were paid in connection with the filing
of the Registrant's Form S-4 Registration Statement (No. 333-75241) on March
30, 1999.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II under
"Introductory Statement."
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
----------------
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.
-----------------------------------------------------------
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.
I-2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
SunGard Data Systems Inc. (the "Company" or "SunGard") hereby amends its
registration statement on Form S-4 (No. 333-75241) by filing this Post-Effective
Amendment No. 1 on Form S-8 with respect to up to 205,392 shares of the
Company's common stock issuable in connection with the FDP Corp. 1994 Employee
Stock Option Plan (the "Plan"). All 205,392 shares of common stock were
previously included in the registration statement on Form S-4.
On April 28, 1999, SunGard acquired FDP Corp. by the merger of Development
Corp., a wholly-owned subsidiary of SunGard, into FDP Corp., with FDP Corp.
becoming a wholly-owned subsidiary of SunGard. In consideration of the merger,
the stockholders of FDP Corp. received a total of 2,646,068 shares of SunGard
common stock in exchange for all of the outstanding shares of capital stock of
FDP Corp. Also, as a result of the merger, each outstanding unexpired option to
purchase shares of FDP Corp. common stock was converted into an option to
purchase SunGard common stock. Each holder of FDP Corp. stock options received
a number of SunGard stock options equal to the number of shares of FDP Corp.
common stock issuable upon the exercise of the holder's FDP Corp. stock options
multiplied by 0.4114. Any fractional shares of FDP Corp. common stock resulting
from this multiplication were rounded to the nearest whole share. The exercise
price for the SunGard stock options equals the exercise price of the FDP Corp.
stock option for which the SunGard stock option was converted and issued divided
by 0.4114. The exercise price was rounded to the nearest whole cent. The stock
options to be registered in this registration statement have been assumed by
SunGard in accordance with the merger. These options were originally granted to
the employees, directors, consultants and advisors of FDP Corp. under the Plan.
The designation of this Post-Effective Amendment No. 1 on Form S-8 as
Registration No. 333-75241-01 denotes that this registration statement relates
only to the common stock issuable pursuant to the Plan, and that this is the
first Post-Effective Amendment No. 1 on Form S-8 to the S-4 filed with respect
to those shares.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
-----------------------------------------------
The following documents previously filed by the Company with the Commission
are hereby incorporated by reference in this Registration Statement:
(i) The Company'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 the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (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 the Company's Common Stock, which is
incorporated by reference to the Company's Registration Statement
on Form 8-A (File No. 001-
II-3
<PAGE>
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 the Company 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.
-------------------------
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "Delaware Law")
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. The Company'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.
The Delaware 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,
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.
The Company has also entered into indemnification agreements with its
directors and officers providing for indemnification to the fullest extent
permitted by Delaware Law and, in certain respects, the indemnification
agreements provide greater protection than that specifically provided for by
Delaware Law. 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.
The Company has obtained directors' and officers' liability insurance for
the benefit of the Company and its stockholders in the amount of $20 million.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable.
II-4
<PAGE>
ITEM 8. EXHIBITS.
--------
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
----------- -----------
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).
24.1 Power of Attorney (incorporated by reference to the
Company's Registration Statement on Form S-4, as filed
with the Securities and Exchange Commission on March 30,
1999 (File No. 333-75241)).
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, 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 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
II-5
<PAGE>
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.
II-6
<PAGE>
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: May 4, 1999 By: /s/ James L. Mann
-----------------------------------------
James L. Mann
Chief Executive Officer,
President and Chairman of
the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement has
been signed by the following persons as of May 3, 1999 in the capacities
indicated:
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SIGNATURE Capacity Date
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<S> <C> <C>
Chief Executive Officer,
/s/James L. Mann President and Chairman of
- ------------------------------------ the Board of Directors May 4, 1999
James L. Mann (principal executive officer)
* Chief Financial Officer and
- ------------------------------------ Vice President-Finance May 4, 1999
Michael J. Ruane (principal financial officer)
* Vice President and
- ------------------------------------ Controller (principal May 4, 1999
Andrew P. Bronstein accounting officer)
*
- ------------------------------------ Director May 4, 1999
Gregory S. Bentley
*
- ------------------------------------ Director May 4, 1999
Michael C. Brooks
*
- ------------------------------------ Director May 4, 1999
Albert A. Eisenstat
*
- ------------------------------------ Director May 4, 1999
Bernard Goldstein
*
- ------------------------------------ Director May 4, 1999
Michael Roth
*
- ------------------------------------ Director May 4, 1999
Malcolm I. Ruddock
*
- ------------------------------------ Director May 4, 1999
Lawrence J. Schoenberg
</TABLE>
II-7
<PAGE>
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<CAPTION>
<S> <C> <C>
*By: /s/ James L. Mann
- -----------------------------------
James L. Mann May 4, 1999
(Power of Attorney)
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II-8
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------------- -------------
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)
24.1 Power of Attorney (incorporated by reference to the Company's
Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 30, 1999 (File
No. 333-75241)).
<PAGE>
EXHIBIT 5.1
BLANK ROME COMISKY & MCCAULEY LLP
COUNSELORS AT LAW
ONE LOGAN SQUARE
PHILADELPHIA, PA 19103-6998
(215) 569-5500
FAX: (215) 569-5555
May 4, 1999
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Gentlemen:
We have acted as counsel to SunGard Data Systems Inc. (the "Company") in
connection with the preparation of the Registration Statement on Form S-8
("Registration Statement") to be filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the offer and sale of up to 205,392 shares of common stock, par value $.01 per
share ("Common Stock"), by the Company pursuant to the FDP Corp. 1994 Employee
Stock Option Plan (the "Plan"). This opinion is furnished pursuant to the
requirement of Item 601(b)(5) of Regulation S-K.
Although as counsel to the Company we have advised the Company in connection
with a variety of matters referred to us by it, our services are limited to
specific matters so referred. Consequently, we may not have knowledge of many
transactions in which the Company has engaged or its day-to-day operations.
In rendering this opinion, we have examined the following documents: (i) the
Company's Certificate of Incorporation and Bylaws, as amended as of the date
hereof; (ii) resolutions of the Company's Board of Directors relating to the
adoption of the Plans and any amendments thereto; (iii) the Registration
Statement; and (iv) the Plan. 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 the Company which are being offered by the Company
pursuant to the Plan and the Registration Statement, when sold in the manner
<PAGE>
and for the consideration contemplated by the Plan and the Registration
Statement, will be legally issued, fully paid and non-assessable.
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
<PAGE>
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
--------------------------------
April 28, 1999
