<PAGE>
As filed with the Securities and Exchange Commission on October 8, 1999
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________________
SunGard Data Systems Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1285 Drummers Lane, 51-0267091
(State or other jurisdiction of Wayne, Pennsylvania 19087 (I.R.S. Employer
incorporation or organization) (610) 341-8700 Identification No.)
</TABLE>
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
______________________________
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)
______________________________
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of the Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment, please 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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 of 1933, 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 a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Proposed maximum Amount of
each class of securities to be maximum aggregate registration
to be registered registered offering price offering price fee
per share
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,182,761 shares/(1)/ $19.25/(2)/ $42,018,149/(2)/ $11,681
par value $0.01 per share
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers shares owned by certain selling
stockholders which shares may be offered from time to time by the selling
stockholders for a period ending on or before July 13, 2001.
(2) Based upon the average of the high and low sale price of the Common Stock as
reported by the New York Stock Exchange on October 7, 1999, estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933, as amended.
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.
================================================================================
<PAGE>
Subject to Completion, Preliminary Prospectus Dated October 8, 1999
Prospectus
----------
SunGard Data Systems Inc.
2,182,761 Shares of Common Stock
The stockholders of SunGard Data Systems Inc. listed in this prospectus
under the title "Selling Stockholders" are offering and selling 2,182,761 shares
of SunGard common stock pursuant to this prospectus. The selling stockholders
may use this prospectus to sell their stock from time to time until July 13,
2001. SunGard will not receive any part of the proceeds from the sale of these
shares of common stock.
The selling stockholders, or their pledgees, donees, transferees or other
successors in interest, may sell their SunGard common stock from time to time in
one or more transactions on the New York Stock Exchange, which may involve block
transactions, in special offerings, in negotiated transactions, or otherwise, at
prevailing market prices or at privately negotiated prices.
SunGard's common stock is listed on the New York Stock Exchange under the
symbol "SDS." On October 7, 1999, the last reported sale price of the common
stock was $19.00 per share.
Investment in the shares involves risks, some of which are described under
"Risk Factors" beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities
Commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
______________________________
The date of this prospectus is October , 1999
The information in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective.
1
<PAGE>
You should rely only on the information or representations provided in this
prospectus. SunGard has not authorized anyone to provide you with different
information. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is prohibited. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document.
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information................................. 3
About SunGard....................................................... 3
Use of Proceeds..................................................... 3
Risk Factors........................................................ 4
Selling Stockholders................................................ 7
Plan of Distribution................................................ 8
Legal Opinion....................................................... 8
Experts............................................................. 8
</TABLE>
2
<PAGE>
Where You Can Find More Information
SunGard has filed a registration statement on Form S-3 with the Securities
and Exchange Commission (the "SEC") that provides additional information about
SunGard and the SunGard common stock owned by the selling stockholders. This
prospectus is part of that registration statement, but does not contain certain
information that is in the registration statement. For such additional
information, you must read that registration statement along with its exhibits.
SunGard files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document SunGard files
at the SEC`s Public Reference Rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the Public Reference Rooms. You may also obtain such materials and any other
information about SunGard at the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005. The SEC maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
SunGard and other registrants that electronically file their reports with the
SEC. The address of the site is http://www.sec.gov.
The SEC allows SunGard to "incorporate by reference" the information
SunGard files with it, which means that SunGard can disclose important
information to you by referencing you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that SunGard files with the SEC will automatically update and
supersede this information. SunGard incorporates by reference the documents
listed below and any future filings SunGard makes with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities and Exchange Act of 1934 until the
selling stockholders sell all of the shares or until July 13, 2001, whichever is
earlier.
. SunGard's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
. 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; and
. SunGard's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1999.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address or telephone number:
Investor Relations
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, Pennsylvania 19087
Telephone: (610) 341-8700.
About SunGard
SunGard is a computer services and application software company. SunGard
provides specialized investment support systems and 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.
Use Of Proceeds
All net proceeds from the sale of the SunGard shares will go to the selling
stockholders who offer and sell their shares. Accordingly, SunGard will not
receive any proceeds from the sale of the shares by the selling stockholders.
3
<PAGE>
Risk Factors
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 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;
. at any given time, a large number of shares of SunGard common stock
issued to acquire businesses may become freely tradeable in the
market; and
. the Financial Accounting Standards Board, or FASB, recently voted
unanimously to eliminate the use of pooling-of-interests accounting
treatment beginning on January 1, 2001. In addition, FASB is
considering a variety of proposals to change the treatment of purchase
accounting. The resolution of these proposed changes may adversely
affect SunGard's ability to continue to grow by acquiring similar or
complementary businesses.
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.
4
<PAGE>
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.
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 affect 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 most important products year 2000 compliant. In addition,
SunGard has made commitments to some customers that need to convert from 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.
Forward-looking Statements May Prove Inaccurate.
This document contains or incorporates by reference 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:
5
<PAGE>
. the timing and magnitude of software sales and services;
. 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 effects of competitive pressures;
. the prospects for future acquisitions; and
. the overall condition of the financial services industry.
These and other factors, some of which are discussed in this section or
elsewhere in this document and some of which are discussed in the documents
incorporated by reference, could affect the future financial results of SunGard,
could cause those results to differ materially from those expressed in any
forward-looking statements contained in or incorporated by reference in this
document and should be considered in evaluating SunGard's forward-looking
statements and any investment in SunGard's common stock.
6
<PAGE>
Selling Stockholders
The following table provides certain information as of the date of this
prospectus regarding each selling stockholder's ownership of SunGard common
stock and as adjusted to give effect to the sale of the shares offered by this
prospectus. The shares are being registered to permit public secondary trading
in the shares, and the selling stockholders may offer the shares for resale from
time to time. See "Plan of Distribution."
On July 13, 1999, SunGard acquired all of the outstanding shares of Oshap
Technologies Ltd., as well as the shares of certain subsidiaries of Oshap held
by persons other than Oshap. The selling stockholders listed below may be
deemed to have been affiliates of Oshap at the time of the acquisition and they
may have received shares which were not registered under the Securities Act.
This prospectus is intended to permit the selling stockholders to sell their
shares from time to time in the same manner as stockholders of Oshap who were
not deemed to have been affiliates at the time of the acquisition or who
received registered shares in the acquisition.
In accordance with the accounting rules governing pooling-of-interests
accounting, no sales of shares may be effected by the selling stockholders prior
to the announcement by SunGard of its results of operations for the quarter
ending September 30, 1999.
The stockholders below do not intend to retain any shares after the
offering.
<TABLE>
<CAPTION>
# of Shares # of Shares
Owned Before Being Offered
Name of Selling Stockholder the Offering For Sale
------------------------------------------- -------------- ---------------
<S> <C> <C>
Dr. Ing. Meir Barel (2).................... 30,250 30,250
Kenneth J. Bialkin......................... 23,299 23,299
Gerald S. Cramer (3)....................... 11,600 11,600
Cramer, Rosenthal & McGlynn (3)............ 110,102 110,102
Michel De Greef............................ 8,989 8,989
Aharon Dovrat (1)(4)....................... 3,854 3,854
Shlomo Dovrat (1).......................... 120,595 120,595
M.G.L. Zeevi Investments Ltd (5)........... 37,044 37,044
Midov Ltd (6) ............................. 77,235 77,235
Societe Regionale D'Investissement de
Wallonie................................... 256,519 256,519
SVE Star Ventures Enterprises No. II, a
German Civil Law Partnership (with
limitation of liability) (2).............. 44,277 44,277
SVE Star Ventures Enterprises No. III, a
German Civil Law Partnership (with
limitation of liability) (2).............. 118,818 118,818
SVE Star Ventures Enterprises No. IIIa, a
German Civil Law Partnership (with
limitation of liability) (2)............... 9,854 9,854
SVE Star Ventures Enterprises No. V, a
German Civil Law Partnership (with
limitation of liability) (2)............... 230,558 230,558
SVM Star Ventures Managementgesellschaft
MbH Nr. 3 & Co. Beteiligungs KG (2)........ 52,288 52,288
SVM Star Ventures Managementgesellschaft
MbH Nr. 3 & Co. Beteiligungs KG Nr. 2...... 49,233 49,233
Prof. Michel Theys......................... 8,989 8,989
YTD Dovrat Ltd. (1)........................ 926,853 926,853
Avi Zeevi.................................. 62,404 62,404
</TABLE>
1. Mr. Shlomo Dovrat may be deemed to be an affiliate of Dovrat Family Trust and
YTD Dovrat Ltd. and may be deemed to be the beneficial owner of the shares
held by such entities.
2. Mr. Barel may be deemed to be an affiliate of the Star Venture Funds and may
be deemed to be the beneficial owner of the shares held by the Star Venture
Funds.
3. Mr. Cramer may be deemed to be an affiliate of Cramer, Rosenthal & McGlynn
and may be deemed to be the beneficial owner of the shares held by Cramer,
Rosenthal & McGlynn.
4. Mr. Aharon Dovrat is the father of Mr. Shlomo Dovrat.
5. Mr. Avi Zeevi may be deemed to be an affiliate of M.G.L. Zeevi Investments
Ltd. and may be deemed to be the beneficial owner of the shares held by
M.G.L. Zeevi Investments Ltd.
6. Mr. Aharon Dovrat may be deemed to be an affiliate of Midov Ltd. and may be
deemed to be the beneficial owmer of the shares held by Midov Ltd.
7
<PAGE>
Plan of Distribution
The selling stockholders, or their pledgees, donees, transferees or other
successors in interest, may sell the shares from time to time in one or more
transactions on the New York Stock Exchange, which may involve block
transactions, in special offerings, in negotiated transactions, or otherwise.
Such sales may be made at market prices prevailing at the time of the sale, at
prices related to such prevailing market prices, or at negotiated prices. In
addition, any securities covered by this prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act of 1933 might be sold under the
terms of such rule rather than pursuant to this prospectus.
The selling stockholders may use brokers or dealers to sell their shares.
If this happens, such brokers or dealers may receive commissions or discounts
from the selling stockholders in amounts negotiated immediately prior to the
sale. Such brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with such sales, and their
commissions or discounts and other compensation may be deemed underwriters'
compensation.
If a selling stockholder notifies SunGard of any other material arrangement
that it has entered into with a broker or dealer for selling shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, SunGard will file a prospectus supplement
if required, pursuant to Rule 424(c) under the Securities Act of 1933. In that
prospectus supplement, SunGard will disclose:
. the name of each such broker-dealer;
. the number of shares involved;
. the price at which such shares were sold;
. the commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable;
. that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus,
as supplemented; and
. any other facts material to the transaction.
The registration statement of which this prospectus forms a part will
remain effective until the earlier of (i) the date on which all of the shares
included in the registration statement have been sold or (ii) July 13, 2001.
SunGard will pay its own legal and accounting fees, all registration and
filing fees attributable to the registration of the shares, all legal fees and
filing fees relating to state securities or "blue sky" filings, the filing fee
payable to the New York Stock Exchange and all printing fees incurred in
connection herewith. Each selling stockholder will pay his, her or its own
legal and accounting fees and any other expenses incurred by the selling
stockholder. Any commissions, discounts or other fees payable to broker-dealers
in connection with any sale of the shares will be borne by the selling
stockholder selling such shares.
Legal Opinion
Blank Rome Comisky & McCauley LLP has given its opinion on the legality of
the shares being registered.
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.
8
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby.
<TABLE>
<S> <C>
SEC registration fee paid by the Company.............................. $11,681
Legal fees and expenses............................................... 5,000
Accounting fees and expenses.......................................... 4,000
Miscellaneous......................................................... 1,000
Total................................................... $21,681
</TABLE>
Item 15. Indemnification of Directors and Officers
The Delaware General Corporation Law provides, in substance, that Delaware
corporations will have the power, under specified circumstances, to indemnify
their directors, officers, employees and agents in connection with actions,
suits or proceedings brought against them by third parties and in connection
with actions or suits by or in the right of the corporation, by reason of the
fact that they were or are such directors, officers, employees and agents,
against expenses (including attorney's fees) and, in the case of actions, suits
or proceedings brought by third parties, against judgments, fines and amounts
paid in settlement actually and reasonably incurred in any such action, suit or
proceeding.
SunGard's Bylaws provide for indemnification to the fullest extent
permitted by the Delaware General Corporation Law.
As permitted by the Delaware General Corporation Law, SunGard has adopted
an amendment to its Amended and Restated Certificate of Incorporation to
eliminate the personal liability of its directors to SunGard and its
stockholders, in certain circumstances, for monetary damages arising from a
breach of the director's duty of care. Additionally, SunGard has entered into
indemnification agreements (in the form approved by SunGard's stockholders at
its 1987 Annual Meeting) with each of its directors and officers. These
agreements provide indemnification to the fullest extent permitted by law and,
in certain respects, provide greater protection than that specifically provided
by the Delaware General Corporation Law. The agreements do not provide
indemnification for, among other things, conduct that is adjudged to be fraud,
deliberate dishonesty or willful misconduct.
SunGard has obtained directors' and officers' liability insurance that
covers certain liabilities, including liabilities to SunGard and its
stockholders, in the amount of $20 million.
II-1
<PAGE>
Item 16. Exhibits
Number Document
- ------ -------------------------------------------------------------------
5.1 Opinion of Counsel as to the validity of the issuance of the shares
of SunGard Common Stock to be registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
Item 17. 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
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) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
and Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment will be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
will 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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) that is incorporated by reference in the
registration statement will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of SunGard
pursuant to the foregoing provisions, or otherwise, SunGard 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 SunGard of expenses incurred
or paid by a director, officer or controlling person of SunGard 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, SunGard 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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: October 8, 1999 By: /S/ JAMES L. MANN
-----------------------------------------------
James L. Mann
Chief Executive Officer, President and Chairman
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 Andrew P. Bronstein, Lawrence A. Gross, 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>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
s/ James L. Mann Chief Executive Officer, October 8, 1999
- -----------------------------------------
James L. Mann President and Chairman
of the Board of Directors
(principal executive officer)
s/ Cristobal I. Conde Chief Operating Officer and October 8, 1999
- -----------------------------------------
Cristobal I. Conde Director
s/ Michael J. Ruane Chief Financial Officer and October 8, 1999
- -----------------------------------------
Michael J. Ruane Vice President-Finance
(principal financial officer)
s/ Andrew P. Bronstein Vice President and Controller October 8, 1999
- -----------------------------------------
Andrew P. Bronstein (principal accounting officer)
s/ Gregory S. Bentley Director October 8, 1999
- -----------------------------------------
Gregory S. Bentley
s/ Michael C. Brooks Director October 8, 1999
- -----------------------------------------
Michael C. Brooks
s/ Albert A. Eisenstat Director October 8, 1999
- -----------------------------------------
Albert A. Eisenstat
s/ Bernard Goldstein Director October 8, 1999
- -----------------------------------------
Bernard Goldstein
s/ Michael Roth Director October 8, 1999
- -----------------------------------------
Michael Roth
s/ Malcolm I. Ruddock Director October 8, 1999
- -----------------------------------------
Malcolm I. Ruddock
s/ Lawrence J. Schoenberg Director October 8, 1999
- -----------------------------------------
Lawrence J. Schoenberg
</TABLE>
II-4
<PAGE>
Exhibit Index
Number Document
- ------ --------
5.1 Opinion of Counsel as to the validity of the issuance of the shares of
SunGard Common Stock to be registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.3 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
<PAGE>
Exhibit 5.1
[LETTERHEAD OF BLANK ROME COMISKY & McCAULEY LLP]
October 8, 1999
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Gentlemen:
We have acted as counsel to SunGard Data Systems Inc. ("Company"), in connection
with the Registration Statement on Form S-3 ("Registration Statement") to be
filed by the Company pursuant to the Securities Act of 1933, as amended,
relating to the registration of 2,182,761 shares of common stock, par value $.01
per share ("Common Stock"), which have been included in the Registration
Statement for the respective accounts of the persons identified in the
Registration Statement as Selling Stockholders. 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 on February 26, 1999 certified by the Secretary of the Company, (iii)
SunGard's Letter of Instructions dated July 13, 1999 (the "Letter of
Instructions") to Norwest Bank, Minnesota, N.A., the transfer agent for the
Common Stock, and (iv) the Registration Statement. We have assumed and relied,
as to questions of fact and mixed questions of law and fact, on the truth,
completeness, authenticity and due authorization of all documents and records
examined and the genuineness of all signatures. This opinion is limited to the
laws of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that 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 and to the reference to our firm under the caption "Legal
Opinion" in the Prospectus, which is a part of the Registration Statement.
Sincerely,
BLANK ROME COMISKY & McCAULEY LLP
<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-3 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.
PricewaterhouseCoopers LLP
October 4, 1999
