<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1999
Registration No. 333-78351
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective
Amendment No. 1
to
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)
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<S> <C> <C>
Delaware 7379 51-0267091
State or other jurisdiction of( (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, Pennsylvania 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, 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 David J. Friedman, Esquire
Francis E. Dehel, Esquire Skadden, Arps, Slate, Meagher & Flom LLP
Blank Rome Comisky & McCauley LLP 919 Third Avenue
One Logan Square New York, NY 10022-3897
Philadelphia, PA 19103 Facsimile No. (212) 735-2000
Facsimile No. (215) 569-5555
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable following the effectiveness of this Registration
Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
----------------
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 which 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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<PAGE>
PART II
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
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<CAPTION>
Exhibit
Number Exhibits
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<C> <S>
2.1 Agreement between the Registrant and Oshap Technologies Ltd.
(See Appendix A to the Proxy Statement/Prospectus).
*5.1 Legal Opinion of the Registrant's General Counsel.
8.1 Tax Opinion of Blank Rome Comisky & McCauley LLP.
8.2 Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
8.3 Tax Opinion of Goldfarb, Levy, Eran & Co.
*8.4 Tax opinion of Meitar, Liquornik, Geva & Co.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Brightman Almagor & Co., certified public accountants
(Israel).
23.3 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 8.1).
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 8.2).
23.5 Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 8.3).
*23.6 Consent of Meitar, Liquornik, Geva & Co. (included in Exhibit 8.4).
*23.7 Consent of Registrant's General Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
99.1 Consent of Salomon Smith Barney Inc.
99.2 Consent of BancBoston Robertson Stephens Inc.
99.3 Form of Voting Agreement and Irrevocable Proxy.
99.4 Form of Affiliate Agreement.
99.5 Form of Stock Purchase Agreement for Mint and Decalog Shares.
99.6 Form of Nondisclosure and Noncompetition Agreement for Shlomo Dovrat
and Avi Zeevi.
99.7 Form of Oshap Proxy.
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* Filed herewith.
(b) Financial Statement Schedules
No financial data schedules are required for the Registrant or Oshap.
(c) Item 4(b) Reports
See Appendix B and Appendix C to the Proxy Statement/Prospectus.
II-1
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SIGNATURES
Pursuant to the Requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the 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.
By: *
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James L. Mann
Date: May 14, 1999 Chief Executive Officer,
President
and Chairman of the Board of
Directors
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
* Chief Executive Officer, May 14, 1999
____________________________________ President, and Chairman of
James L. Mann the Board of Directors
(principal executive officer)
* Chief Financial Officer and May 14, 1999
____________________________________ Vice President--Finance
Michael J. Ruane (principal financial
officer)
* Vice President and Controller May 14, 1999
____________________________________ (principal accounting
Andrew P. Bronstein officer)
* Director May 14, 1999
____________________________________
Gregory S. Bentley
* Director May 14, 1999
____________________________________
Michael C. Brooks
* Director May 14, 1999
____________________________________
Albert A. Eisentat
* Director May 14, 1999
____________________________________
Bernard Goldstein
* Director May 14, 1999
____________________________________
Michael Roth
* Director May 14, 1999
____________________________________
Malcolm I. Ruddock
* Director May 14, 1999
____________________________________
Lawrence J. Schoenberg
</TABLE>
*By: /s/ James L. Mann
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as Attorney-in Fact
II-2
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EXHIBIT 5.1
May 11, 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"). This opinion is being furnished in connection with a Registration
Statement on Form S-4 ("Registration Statement") to be filed by the Company with
the Securities Exchange Commission covering the offer and sale of up to
6,300,000 shares of the Company's common stock, par value $.01 per share
("Common Stock") to be issued in connection with consummation of the arrangement
and the other transactions contemplated by the Agreement dated March 9, 1999
between the Company and Oshap Technologies, Ltd. This opinion is furnished
pursuant to the requirement of item 601(b)(5) of Regulation S-K. Defined terms
as used herein shall have the meanings attributed to such terms in the
Registration Statement unless otherwise stated herein.
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) minutes of the meetings of the Board
of Directors (iii) the Registration Statement and (iv) such other documents,
legal opinions and precedents, corporate and other records of the Company, and
certificates of public officials and officers of the Company that we have
deemed necessary or appropriate to provide a basis for the below opinion. 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 Delaware General Corporation Law.
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, 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
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Lawrence A. Gross
<PAGE>
EXHIBIT 8.4
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[Letterhead of Meitar, Liquornik, Geva & Co.]
May 12th, 1999
To:
The Board of Directors
Oshap Technologies Ltd.
16 Hagalim Avenue
Herzliya, Israel
Ladies and Gentlemen:
You have requested our opinion concerning certain matters of Israeli tax law in
connection with the Agreement dated as of March 9, 1999 (the "Agreement"),
between SunGard Data Systems, Inc. (the "Buyer"), and Oshap Technologies Ltd., a
corporation organized under the laws of the State of Israel (the "Company"), and
the Arrangement to be entered into between the Company and its shareholders (the
"Arrangement") pursuant to the Agreement, and related documents and agreements
referenced in the Agreement (together with the Agreement, the "Merger
Agreements").
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Merger Agreements.
We have acted as special Israeli counsel to the Company in connection with the
Arrangement. As such, and for the purpose of rendering this opinion, we have
examined and are relying upon (without any independent investigation or review
thereof) the truth and accuracy, at all relevant times, of the statements,
covenants, representations and warranties contained in the following documents
(including all schedules and exhibits thereto):
1. The Agreement;
2. Representations made by the Company, including those representations
contained in that certain Company Tax Certificate dated May 12th, 1999;
3. The Proxy Statement prepared in connection with the Arrangement;
4. The Registration Statement on Form S-4 in connection with the Arrangement
(the "Registration Statement"); and
5. Such other instruments and documents related to the formation and
organization of the Company and the transactions contemplated thereby as we
have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
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1. Original documents (including signatures) are authentic, documents submitted
to us as copies conform to the original documents, and there has been (or
will be by the Effective Date) due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness
thereof;
2. Any representation or statement referred to above made "to the knowledge of"
or otherwise similarly qualified is correct without such qualification;
3. The Arrangement will be consummated pursuant to the Agreement in accordance
with the laws of the State of Israel;
4. The Company qualifies and as of the Effective Date of the Arrangement will
qualify as an "industrial holding company" as such term is defined in the
Income Tax Order (Exemption from Capital Gains on Sale of Shares), 1981, of
the State of Israel; and
5. The Ordinary Shares of the Company have been listed for trading on the
Nasdaq National Market since 1986, and will remain so listed through the
Effective Date.
We have reviewed the section of the Registration Statement entitled "Israeli Tax
Consequences." Based on our examination of the foregoing items and subject to
the assumptions, exceptions, limitations and qualifications set forth herein, it
is our opinion, as special Israeli counsel for the Company, that the description
of the tax consequences of the Arrangement under Israeli law as set forth in
said section of the Registration Statement is correct in all material respects.
In addition to the assumptions set forth above, this opinion is subject to the
exceptions, limitations and qualifications set forth below:
1. We are members of the Israel Bar and we express no opinion as to any matter
relating to the laws of any jurisdiction other than the laws of Israel. This
opinion represents and is based upon our judgment regarding the application
of the laws of the State of Israel specifically referred to in the
Registration Statement and which in our experience are normally applicable
to the type of transactions contemplated by the Arrangement and relevant
judicial decisions. This opinion is provided to you as a legal opinion only
and not as a guaranty or warranty of the matters addressed therein. This
opinion speaks only as of its date. It is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any
obligation to advise you of any changes in any of these sources of law or
subsequent legal or factual developments which might affect any matters or
the opinion set forth herein, even though the change may affect the legal
analysis, a legal conclusion or an informational confirmation in this
opinion. Our opinion is not binding upon the Income Tax Authority of the
State of Israel or the courts, and the Income Tax Authority is not precluded
from asserting a contrary position. Furthermore, no assurance can be given
that future legislative, judicial or administrative changes, on either a
prospective or a retroactive basis, would not adversely affect the accuracy
of the opinion expressed herein.
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2. Our opinion concerning certain Israeli tax consequences of the Arrangement
is limited to the specific Israeli tax consequences presented above. No
opinion is expressed as to any transaction other than the Arrangement,
including any transaction undertaken in connection with the Arrangement or
any tax consequences of holding or disposing the Buyer common stock. In
addition, this opinion does not address any other federal, estate, gift,
state, local or foreign tax consequences that may result from the
Arrangement. In particular, we express no opinion regarding:
(One) the tax consequences for any person whose individual tax situation is
different than that of shareholders, who purchased their ordinary
shares in the public market only in the initial public offering of
the Company's shares, or thereafter;
(Two) the tax consequences of the Arrangement on persons who are "dealers"
in securities under Israeli law or otherwise deemed to have received
ordinary income under Israeli law in connection with the Arrangement;
(Three) the tax consequences of the Arrangement on persons who held ordinary
shares of the Company prior to the initial public offering of the
Company;
(Four) the tax consequence for holders of options to purchase ordinary
shares of the Company; and
(Five) The tax consequences for entities subject to the Inflationary
Adjustments Law -1984.
3. No opinion is expressed if the Arrangement is not consummated in accordance
with the terms of the Agreement and without waiver or breach of any material
provision thereof or if all of the representations, warranties, statements
and assumptions upon which we relied are not true and accurate at all
relevant times. In the event any one of the statements, representations,
warranties or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied
upon.
4. No ruling has been or will be requested from the Income Tax Authority of the
State of Israel concerning the Israeli income tax consequences of the
Arrangement on shareholders who purchased their Ordinary Shares of the
Company since the date of the initial public offering of the Company. In
reviewing this opinion, you should be aware that the opinion set forth above
represents our conclusions regarding the general application of existing
Israeli income tax law to the instant transaction. We note that the holders
of the Company shares were put on notice in the section of the Registration
Statement entitled "Israeli Tax Consequences" to consult their own tax
advisors as to the Israeli tax consequences of the Arrangement applicable to
them. If the facts vary from those relied upon (including if any
representation, covenant, warranty or assumption upon which we have relied
is inaccurate, incomplete, breached or ineffective), our opinion contained
herein could be inapplicable. You should be aware that an opinion of counsel
represents only counsel's best legal judgment, and has no binding effect or
official status of any kind, and that no
<PAGE>
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assurance can be given that contrary positions will not be taken by the
Income Tax Authority or that a court considering the issues would not hold
otherwise.
5. We understand that counsel for the Buyer, Goldfarb, Levy, Eran & Co., has
rendered a tax opinion substantially similar to this opinion.
6. This opinion is being delivered solely for your benefit in connection with
the filing of the Registration Statement. This opinion may not be relied
upon or utilized by any other person or entity, and may not be made
available to any other person or entity, or quoted or otherwise referred to
for any other purpose, without our prior written consent. We do, however,
consent to the use of our name in the Registration Statement wherever it
appears.
7. We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
Meitar, Liquornik, Geva & Co.
