<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1999
REGISTRATION NO. 333-88545
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-3/A
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.)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
</TABLE>
-------------------------------
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. [_]
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 22, 1999.
PROSPECTUS
----------
SUNGARD DATA SYSTEMS INC.
1,370,445 SHARES OF COMMON STOCK
The stockholders of SunGard Data Systems Inc. listed in this prospectus under
the title "Selling Stockholders" are offering and selling 1,370,445 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 August 31, 2001.
SunGard will not receive any part of the proceeds from the sale of these shares
of common stock. As of the date of this prospectus and including the number of
SunGard shares registered under this prospectus, SunGard has 11,618,847 shares
registered for resale on Form S-3 registration statements.
The selling stockholders may sell their SunGard common stock in one or more
transactions on the New York Stock Exchange 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 __, 1999, the last reported sale price of the common
stock was $_____ 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
Page
----
Where You Can Find More Information................ 3
About SunGard...................................... 3
Use of Proceeds.................................... 4
Forward-Looking Statements......................... 4
Risk Factors....................................... 4
Selling Stockholders............................... 6
Plan of Distribution............................... 7
Legal Opinion...................................... 8
Experts............................................ 8
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 statement 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 them, 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 August 31, 2001, whichever
is earlier.
. SunGard's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
. SunGard's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999;
. SunGard's Current Reports on Form 8-K filed with the Commission on
October 4, 1999 and October 7, 1999; and
. The description of SunGard Common Stock that is incorporated by
reference in SunGard's registration statement on Form 8-A filed on
May 14, 1997, including any amendments or reports filed for the
purpose of updating such description.
You may request a copy of these filings, 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's business is computer service and application software. SunGard is
the only large specialized provider of proprietary investment support systems
and is the pioneer and a leading provider of comprehensive computer disaster
recovery services. SunGard is a Delaware corporation that was organized in 1982.
SunGard's principal executive offices are located at 1285 Drummers Lane, Wayne,
Pennsylvania, 19087, and its telephone number is (610) 341-8700.
3
<PAGE>
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.
FORWARD-LOOKING STATEMENTS
This Prospectus or other documents incorporated by reference in this
Prospectus contain forward-looking statements made by SunGard that are subject
to risks and uncertainties and that may change at any time and differ from
actual results. Forward-looking statements include information about possible
or assumed future financial results of SunGard and usually contain words such as
"believes," "expects," "anticipates" or similar expressions. SunGard derives
most of its forward-looking statements from its operating budgets and forecasts,
which are based upon many detailed assumptions. While SunGard believes that its
assumptions are reasonable, it cautions that there are inherent difficulties in
predicting certain important factors such as:
. the timing and magnitude of software sales;
. the effect of year 2000 issues on software and services buying decisions;
. the timing and scope of technological advances and year 2000 compliance;
. the integration and performance of acquired businesses;
. the prospects for future acquisitions; and
. the overall condition of the financial services industry.
Certain of these factors are further discussed below. These factors, as
and when applicable, are discussed in SunGard's filings with the Securities and
Exchange Commission, including its most recent Form 10-K, a copy of which may be
obtained from SunGard without charge. See "Where You Can Find More
Information." These factors and those discussed below should be considered in
evaluating SunGard's forward-looking statements and any investment in SunGard's
common stock.
RISK FACTORS
You should carefully consider the risks described below before making any
investment decision. The risks and uncertainties described below are not the
only ones facing SunGard. Additional risks and uncertainties not presently
known to SunGard or that SunGard currently deems immaterial may also impair
SunGard business operations. If any of the following risks actually occur,
SunGard's business, financial condition or results of future operations could be
materially adversely affected. In such case, the trading price of SunGard's
common stock could decline, and you may lose all or part of your investment.
SUNGARD'S GROWTH STRATEGY DEPENDS IN PART ON ACQUISITIONS. IF SUNGARD IS
UNABLE TO ACQUIRE BUSINESSES ON FAVORABLE TERMS OR SUCCESSFULLY INTEGRATE AND
MANAGE THE BUSINESSES ACQUIRED, SUNGARD'S BUSINESS AND FINANCIAL RESULTS MAY
SUFFER.
SunGard intends to grow by expanding its existing businesses and by
acquiring similar or complementary businesses, including acquisitions that are
intended to qualify for pooling-of-interests accounting treatment. This 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;
4
<PAGE>
. at any given time, a large number of shares of SunGard's common stock issued
to acquire businesses may become freely tradeable in the market; 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.
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 EFFECT SUNGARD'S BUSINESS AND FINANCIAL RESULTS.
SunGard has made many of its products year 2000 compliant so that they can
handle dates in the year 2000 and beyond. However, SunGard is still working on
making some of its important products year 2000 compliant. In addition, SunGard
has made commitments to some customers that need to convert off non-year 2000
compliant systems, and as a result, SunGard must meet significant development
obligations
5
<PAGE>
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.
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. All of the shares being offered by the selling stockholders were
acquired by them as a result of private placement transactions. 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."
<TABLE>
<CAPTION>
# of Shares # of Shares # of Shares % of Shares
Owned Before Being Offered Owned After Owned After
Name of Selling Stockholder the Offering For Sale the Offering the Offering
- --------------------------------------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Sylvain Abitbol...................... 36,761 33,085 3,676 *
Ralph Benatar........................ 36,761 33,085 3,676 *
Eric Benatar......................... 6,123 5,511 612 *
Marc-Andre Hetu...................... 20,824 18,742 2,082 *
Luc Major............................ 59,136 53,222 5,914 *
Jeffrey K. Olle(1)................... 96,526 87,151 9,375 *
Scott J. Olle(2)..................... 229,999 208,124 21,875 *
Geoffrey J. Schmidt.................. 397,285 377,421 19,864 *
Gerald R. Schmidt(3)................. 288,826 274,385 14,441 *
Richard Seguin(4).................... 9,185 8,267 918 *
Thomas Selby......................... 3,515 3,164 351 *
Francis Wenzel....................... 5,745 5,171 574 *
Trustees of Fiducie Familiale 79,732 71,759 7,973 *
Richard Seguin......................
Trustees of Fiducie Familiale 79,732 71,759 7,973 *
Sylvain Abitbol.....................
Trustees of Fiducie Familiale Ralph 79,732 71,759 7,973 *
Benatar.............................
Trustees of Fiducie Familiale Eric 53,155 47,840 5,315 *
Benatar.............................
</TABLE>
____________________________
* Less than one (1) percent of the outstanding Common Stock of SunGard.
(1) Mr. Jeffrey Olle is Vice President of Objective Resources Group, Corp., a
wholly owned subsidiary of SunGard.
(2) Mr. Scott Olle is President of Objective Resources Group, Corp., a wholly
owned subsidiary of SunGard.
(3) Mr. Schmidt is President of PEAK 1 Resources, Inc., a wholly owned
subsidiary of SunGard.
(4) Mr. Seguin is President of Exchange Market Systems E.M.S. Inc., a wholly
owned subsidiary of SunGard.
6
<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 of 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 supplemented
prospectus, if required, pursuant to Rule 424(c) under the Securities Act of
1933. In that supplemented prospectus, 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.
This registration statement will remain effective until the earlier of (i)
the date on which all of the shares included in the registration statement have
been distributed to the public or (ii) August 31, 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.
SunGard has agreed to indemnify the selling stockholders in certain
circumstances, against certain liabilities, including liabilities arising under
the Securities Act of 1933. Each selling stockholder has agreed to indemnify
SunGard, its directors, and its officers who sign the registration statement
against certain liabilities, including liabilities arising under the Securities
Act of 1933.
7
<PAGE>
LEGAL OPINION
For the purposes of this offering, Lawrence A. Gross, Esquire, SunGard's
Vice President and General Counsel, is giving his opinion on the legality of the
shares being registered. As of the date of this prospectus, Mr. Gross owns 5,294
shares of SunGard common stock and has the right to acquire under options 98,817
shares of SunGard common stock in the next 60 days.
EXPERTS
The consolidated balance sheets of SunGard and subsidiaries as of December
31, 1998 and 1997 and the related consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998 have been incorporated by reference in this
prospectus and in the registration statement in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
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.
SEC registration fee paid by the Company.......... $ 7,500
Legal fees and expenses........................... 5,000
Accounting fees and expenses...................... 4,000
Miscellaneous..................................... 1,000
Total................................... $17,500
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.
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).
* Previously filed
I
<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.
(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
<PAGE>
SIGNATURES
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 22, 1999 By: /S/Michael J. Ruane
-------------------------
MICHAEL J. RUANE
CHIEF FINANCIAL OFFICER AND
VICE PRESIDENT FINANCE
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
- --------------------------------------- Chief Executive Officer, October 22, 1999
JAMES L. MANN President, and Chairman
of the Board of Directors
(principal executive officer)
- --------------------------------------- Chief Operating Officer and October 22, 1999
CRISTOBAL I. CONDE Director
s/ Michael J. Ruane Chief Financial Officer and October 22, 1999
- -------------------------------------- Vice President-Finance
MICHAEL J. RUANE (principal financial officer)
- -------------------------------------- Vice President and Controller October 22, 1999
ANDREW P. BRONSTEIN (principal accounting officer)
- -------------------------------------- Director October 22, 1999
GREGORY S. BENTLEY
- -------------------------------------- Director October 22, 1999
MICHAEL C. BROOKS
- -------------------------------------- Director October 22, 1999
ALBERT A. EISENSTAT
- -------------------------------------- Director October 22, 1999
BERNARD GOLDSTEIN
- ------------------------------------- Director October 22, 1999
MICHAEL ROTH
- -------------------------------------- Director October 22, 1999
MALCOLM I. RUDDOCK
- -------------------------------------- Director October 22, 1999
LAWRENCE J. SCHOENBERG
</TABLE>
