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Pursuant to Rule 424(B)(3)
Registration No. 333-75737
PROSPECTUS
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SUNGARD DATA SYSTEMS INC.
1,116,831 SHARES OF COMMON STOCK
The stockholders of SunGard Data Systems Inc. listed in this prospectus under
the title "Selling Stockholders" are offering and selling 1,116,831 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 March 1, 2000.
SunGard will not receive any part of the proceeds from the sale of these shares
of common stock.
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 April 15, 1999, the last reported sale price of the common
stock was $34.50 per share.
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.
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THE DATE OF THIS PROSPECTUS IS APRIL 16, 1999
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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
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Where You Can Find More Information.. 3
About SunGard........................ 3
Use of Proceeds...................... 3
Selling Stockholders................. 4
Plan of Distribution................. 5
Legal Opinion........................ 6
Experts.............................. 6
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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 March 1, 2000, whichever is
earlier.
. SunGard's Annual Report on Form 10-K for the fiscal year ended December
31, 1998; 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 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.
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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>
A. Catriona Macleod(1)............. 227,863 205,077 22,786 *
Carl Brooking...................... 40,398 40,398 0 *
Michael Ellis(2)................... 227,863 205,077 22,786 *
Eric Haas.......................... 15,297 15,297 0 *
James Jenkins(3)................... 281,486 253,337 28,149 *
David Magee........................ 63,909 63,909 0 *
Mary Michelson..................... 15,297 15,297 0 *
Richard Rapp(4).................... 15,315 15,297 18 *
Thomas Rutledge.................... 49,805 49,805 0 *
Gary Williams(5)................... 281,486 253,337 28,149 *
</TABLE>
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* Less than one (1) percent of the outstanding Common Stock of SunGard.
(1) Ms. Macleod is Vice President of Tiger Systems, Inc., a wholly owned
subsidiary of SunGard.
(2) Mr. Ellis is Vice President of Tiger Systems, Inc., a wholly owned
subsidiary of SunGard.
(3) Mr. Jenkins is Executive Vice President of Sterling Wentworth Corporation,
a wholly owned subsidiary of SunGard.
(4) Amounts shown as owned by Mr. Rapp before and after the offering include
17.9158 shares of Common Stock, which Mr. Rapp purchased through the
SunGard employee stock purchase plan.
(5) Mr. Williams is President of Sterling Wentworth Corporation, a wholly owned
subsidiary of SunGard.
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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) March 1, 2000.
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.
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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.
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