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As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
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)
Delaware 51-0267091
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification No.
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1285 Drummers Lane
Wayne, Pennsylvania 19087
(Address of principal executive offices)
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OPTIONS GRANTED UNDER VARIOUS STOCK OPTION AGREEMENTS
BETWEEN STERLING WENTWORTH CORPORATION AND EMPLOYEES
OF STERLING WENTWORTH CORPORATION(1)
(Full title of the plans)
----------------------------
LAWRENCE A. GROSS, ESQUIRE
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)
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CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Title of Securities Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Amount to be Registered Price per Share(2) Offering Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, and 1,419,488 shares $7.27 $10,314,222 $2,868
Options to Purchase
Common Stock
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(1) Sterling Wentworth Corporation granted options to its employees, advisers
and independent contractors pursuant to various forms of option agreements
that contain substantially identical provisions.
(2) The offering price per share and the aggregate offering price are based upon
the weighted average exercise price for shares subject to outstanding
options granted by Sterling Wentworth Corporation.
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Part I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
The document(s) containing the information specified in Item 1 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
The document(s) containing the information specified in Item 2 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Commission are incorporated herein
by reference:
(i) the latest Annual Report of SunGard Data Systems Inc. (the
"Company") on Form 10-K for the fiscal year ended December 31, 1997 filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(ii) all other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act, since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in clause (i) above;
and
(iii) the description of the Company's Common Stock which is
incorporated by reference in the Company's Registration Statement on Form
8-A (File No. 1-12989) filed on May 14, 1997 under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All reports and other documents filed by the Registrant after the date
of this Registration Statement pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective
amendment (that indicates all securities offered have been sold or
deregisters all securities then remaining unsold), shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Lawrence A. Gross, Esquire prepared the opinion attached to this
Registration Statement as Exhibit 5.1 regarding the legality of the shares of
the Company's Common Stock issuable in connection with options granted under
various stock option agreements between Sterling Wentworth Corporation and its
employees. Mr. Gross is Vice President and General Counsel of the Company, and
as of the date of this Registration Statement, beneficially owns 5,294 shares of
the Company's Common Stock, and has the right to acquire under options 98,817
shares of the Company's Common Stock in the next 60 days.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "Delaware Law")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Company's Certificate of Incorporation, as
2.
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amended and By-laws provide for indemnification of the Registrant's officers
and directors to the maximum extent permitted by Delaware Law.
The Delaware General Corporation Law also provides that a Delaware
corporation may, by amendment to its certificate of incorporation, eliminate
personal liability of its directors to the corporation and its stockholders,
in certain circumstances, for monetary damages arising from a breach of the
director's duty of care. The Company has adopted an amendment to the Company's
Certificate of Incorporation, as amended which limits a director's liability
for monetary damages for breach of fiduciary duty, including gross negligence,
except in circumstances involving certain wrongful acts, such as the breach of
a director's duty of loyalty or acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law.
The Company has also entered into indemnification agreements with its
directors and officers providing for indemnification to the fullest extent
permitted by Delaware Law and, in certain respects, the indemnification
agreements provide greater protection than that specifically provided for by
Delaware Law. The indemnification agreements do not provide indemnification
for, among other things, conduct which is found to be knowingly fraudulent or
deliberately dishonest, or for willful misconduct.
The Company has obtained directors' and officers' liability insurance for
the benefit of the Company and its stockholders in the amount of $20 million.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement.
Exhibit No. Description
----------- -----------
5.1 Opinion of Company Counsel regarding legality.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Company Counsel (included in Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney of Directors (included as part of the
signature page).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, 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 shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3.
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(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 shall be deemed to be a new Registration Statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act of 1933, may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. in the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
4.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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: February 26, 1999 By: /s/ James L. Mann
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James L. Mann
Chairman, President and
Chief Executive Officer
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 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.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ James L. Mann Chief Executive Officer, President, and February 26, 1999
- ---------------------------------------------- Chairman of the Board of Directors
James L. Mann (principal executive officer)
/s/ Michael J. Ruane Chief Financial Officer and Vice February 26, 1999
- ---------------------------------------------- President-Finance
Michael J. Ruane (principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller February 26, 1999
- ---------------------------------------------- (principal accounting officer)
Andrew P. Bronstein
/s/ Gregory S. Bentley Director February 26, 1999
- ----------------------------------------------
Gregory S. Bentley
/s/ Michael C. Brooks Director February 26, 1999
- ----------------------------------------------
Michael C. Brooks
/s/ Albert A. Eisenstat Director February 26, 1999
- ----------------------------------------------
Albert A. Eisenstat
/s/ Bernard Goldstein Director February 26, 1999
- ----------------------------------------------
Bernard Goldstein
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5.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Michael Roth Director February 26, 1999
- ----------------------------------------------
Michael Roth
/s/ Malcolm I. Ruddock Director February 26, 1999
- ----------------------------------------------
Malcolm I. Ruddock
/s/ Lawrence J. Schoenberg Director February 26, 1999
- ----------------------------------------------
Lawrence J. Schoenberg
</TABLE>
6.
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EXHIBIT INDEX
Exhibit
- -------
5.1 Opinion of Company Counsel regarding legality.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Company Counsel (included in Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney of Directors (included in the signature page).
7.
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EXHIBIT 5.1
February 26, 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"). Our corporate legal department, under my supervision, has
participated in the preparation of the Registration Statement on Form S-8
("Registration Statement") to be filed by the Company pursuant to the Securities
Act of 1933, as amended, relating to the offer and sale of up to 1,419,488
shares of common stock, par value $.01 per share ("Common Stock"), by the
Company pursuant to the various option agreements entered into by Sterling
Wentworth Corporation and its employees, advisers and independent contractors.
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 Bylaws, as amended and restated since
the inception of the Company, (ii) resolutions adopted by the Board of Directors
of the Company on February 1, 1999, and (iii) 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, 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 and the Plans, 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
- --------------------------------
Lawrence A. Gross
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 12, 1998, on our audits of the
consolidated financial statements of SunGard Data Systems Inc. as of December
31, 1997 and 1996 and for each of the three years in the period ended December
31, 1997, which report is included in SunGard Data Systems Inc.'s Annual Report
on Form 10-K.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
February 25, 1999
