<PAGE>
As filed with the Securities and Exchange Commission on 1999
Registration No. 333-75241
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
Form S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SunGard Data Systems Inc.
(Exact name of registrant as specified in its charter)
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Delaware 7379 51-0267091
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, Pennsylvania 19087
610-341-8700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Lawrence A. Gross, Esquire
Vice President and General Counsel
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, Pennsylvania 19087
610-341-8700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Arthur H. Miller, Esquire Blank Rome Fern S. Watts, Esquire Greenberg
Comisky & McCauley LLP One Logan Square Traurig, P.A. 1221 Brickell Avenue
Philadelphia, PA 19103 Miami, FL 33131
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Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable following the effectiveness of this Registration
Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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This amendment is being filed for the sole purpose of amending the tax
opinion of Greenberg Traurig, P.A. which is included as Exhibit 8.2 hereof.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Delaware General Corporation Law provides, in substance, that Delaware
corporations shall 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 action, suit or
proceeding.
The Registrant's Bylaws provide for indemnification to the fullest extent
permitted by the Delaware General Corporation Law. As permitted by the Delaware
General Corporation Law, the Registrant has adopted an amendment to its Amended
and Restated Certificate of Incorporation to eliminate the personal liability
of its directors to the Registrant and its stockholders, in certain
circumstances, for monetary damages arising from a breach of the director's
duty of care. Additionally, the Registrant has entered into indemnification
agreements (in the form approved by the Registrant'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.
The Registrant has obtained directors' and officers' liability insurance
that covers certain liabilities, including liabilities to the Registrant and
its stockholders, in the amount of $20 million.
Pursuant to the Reorganization Agreement, all rights to indemnification
existing in favor of the persons serving as directors or officers of FDP as of
the date of the Reorganization Agreement for acts and omissions occurring prior
to the Effective Time, as provided in FDP's Bylaws (as in effect as of the date
of the Reorganization Agreement) and as provided in the indemnification
agreements between FDP and said directors and officers (as in effect as of the
date of the Reorganization Agreement), shall survive the Merger and the
Registrant shall cause the Surviving Corporation to perform all of its
obligations arising thereunder for a period of not less than five years from
the Effective Time.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
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Exhibit
Number Exhibits
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2.1 Agreement and Plan of Reorganization dated as of January 15, 1999,
among the Registrant, FDP Corp. ("FDP"), and Development Corp.
("Merger Sub"). (See Appendix A to the Proxy Statement/Prospectus.)
5.1 Legal Opinion of the Registrant's General Counsel.
8.1 Tax Opinion of Blank Rome Comisky & McCauley LLP.
* 8.2 Tax Opinion of Greenberg Traurig, P.A.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of KPMG LLP, independent auditors.
23.3 Consent of Broadview Int'l LLC.
*23.4 Consent of Greenberg Traurig, P.A. (included in Exhibit 8.2).
23.5 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit
8.1).
24.1 Power of Attorney (see page II-3).
99.1 Form of Voting Agreement and Irrevocable Proxy.
99.2 Form of Affiliate Agreement.
99.3 FDP Form of Proxy.
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*Filed herewith
II-1
<PAGE>
(b) Financial Statement Schedules
The information required to be set forth herein with respect to FDP is
incorporated by reference from FDP's Annual Report on Form 10-K for the fiscal
year ended November 30, 1997. No financial data schedules are required for the
Registrant.
(c) Item 4(b) Reports
See Appendix B to the Proxy Statement/Prospectus.
Item 22. Undertakings.
(1) The Registrant hereby undertakes to respond to requests for information
that is incorporated by reference into the Proxy Statement/Prospectus pursuant
to Items 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.
(2) The Registrant hereby undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in the
Registration Statement when it became effective.
(3) 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.
(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the Restated Certificate of
Incorporation (the "Certificate of Incorporation") and the Amended and Restated
Bylaws (the "Bylaws") of the Registrant and the Delaware General Corporation
Law, 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 a 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 question has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
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.
(5) (A) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(B) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (A) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the Requirements of the Securities Act of 1933, the registrant
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.
By: /s/ James L. Mann
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Date: March 30, 1999 James L. Mann
Chief Executive Officer,
President
and Chairman of the Board of
Directors
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<S> <C> <C>
Signature Capacity Date
/s/ James L. Mann Chief Executive
Officer,
President, and
Chairman of the
Board of Directors
(principal executive officer)
March 30, 1999
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James L. Mann
* Chief Financial March 30, 1999
- ---------------------------------- Officer and Vice
Michael J. Ruane President--Finance
(principal
financial officer)
*
Vice President and March 30, 1999
Controller
- ---------------------------------- (principal
Andrew P. Bronstein accounting
officer)
*
Director March 30, 1999
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Gregory S. Bentley
*
Director March 30, 1999
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Michael C. Brooks
*
Director March 30, 1999
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Albert A. Eisenstat
*
Director March 30, 1999
- ----------------------------------
Bernard Goldstein
*
Director March 30, 1999
- ----------------------------------
Michael Roth
*
Director March 30, 1999
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Malcolm I. Ruddock
*
Director March 30, 1999
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Lawrence J. Schoenberg
/s/ James L. Mann March 30, 1999
*By: _______________________________
James L. Mann
(Power of Attorney)
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II-3
<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Exhibits
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2.1 Agreement and Plan of Reorganization dated as of January 15, 1999,
among the Registrant, FDP Corp. ("FDP"), and Development Corp.
("Merger Sub"). (See Appendix A to the Proxy Statement/Prospectus.)
5.1 Legal Opinion of the Registrant's General Counsel.
8.1 Tax Opinion of Blank Rome Comisky & McCauley LLP.
*8.2 Tax Opinion of Greenberg Traurig, P.A.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of KPMG Peat Marwick LLP, independent auditors.
23.3 Consent of Broadview Int'l LLC.
*23.4 Consent of Greenberg Traurig, P.A. (included in Exhibit 8.2).
23.5 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit
8.1).
24.1 Power of Attorney (see page II-3).
99.1 Form of Voting Agreement and Irrevocable Proxy.
99.2 Form of Affiliate Agreement.
99.3 FDP Form of Proxy.
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*Filed herewith.
<PAGE>
[Letterhead of Greenberg Traurig, P.A.]
March 30, 1999
FDP Corp.
2140 S. Dixie Highway
Miami, FL 33133
Re: Acquisition of FDP Corp. by SunGard Data Systems, Inc.
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Gentlemen:
You have requested our opinion concerning certain Federal income tax
consequences of the merger of Development Corp., an entity incorporated under
the Florida Business Corporation Act, as amended ("Sub"), and a wholly-owned
subsidiary of SunGard Data Systems Inc., a Delaware business corporation
("Parent"), with and into FDP Corp., an entity incorporated under the Florida
Business Corporation Act ("FDP"). The terms of the Merger are described in the
Joint Proxy Statement/Prospectus of Parent dated March 30, 1999 (the
"Prospectus"). Our opinion is based upon our understanding of the facts of and
incident to the transaction, as are set forth in the Prospectus, and upon the
condition that those facts are true, correct and complete. Further, our opinion
is issued in reliance upon the representation letters of Parent and of FDP
(attached as exhibits hereto) relating to the truth, correctness and
completeness of the facts set forth in those representation letters and of the
facts set forth in the Prospectus, including the financial statements and
exhibits that are a part thereof. Those exhibits include the Agreement and Plan
of Reorganization dated as of January 15, 1999 by and between Parent, Sub and
FDP (the "Reorganization Agreement"). This opinion is being furnished pursuant
to the Agreement, and all capitalized terms herein, unless otherwise specified,
have the meanings assigned thereto in the Reorganization Agreement.
In connection with our opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Reorganization Agreement, the Prospectus and those other documents we have
deemed necessary or appropriate as a basis for the opinions set forth below. In
our examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of those latter documents. As to
any facts material to this opinion that we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of Parent, Sub, FDP and others. In particular, we have relied
upon certain representations of the managements of Parent and FDP in the
representation letters that are attached hereto.
1
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FDP Corp.
March 29, 1999
Page 2
In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code")/1/, Treasury
Regulations and the pertinent judicial authorities and interpretive rulings of
the Internal Revenue Service (the "Service").
. Unless otherwise indicated, all section references are to sections of the
Code.
Based solely upon the foregoing and provided that the Merger and the other
transactions contemplated by the Reorganization Agreement are consummated in the
manner described in the Prospectus, it is our opinion that under present law,
for federal income tax purposes:
1. The Merger will constitute a reorganization within the meaning of
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. Parent, Sub and FDP each
will be "a party to a reorganization" within the meaning of Section 368(b) of
the Code.
2. An FDP shareholder will recognize no gain or loss upon the exchange
of FDP stock for shares of Parent Common Stock pursuant to the Merger. Code
Section 354(a).
3. The basis of the Parent Common Stock received by a shareholder of
FDP (including any fractional share) will be same as the basis of the FDP stock
surrendered in exchange therefor. Code Section 358(a)(1).
4. The holding period of the Parent Common Stock received by a FDP
shareholder (including any fractional share) will include the period during
which the FDP stock surrendered in exchange therefor was held by that FDP
shareholder, provided that the FDP stock surrendered was a capital asset in the
hands of that FDP shareholder on the date of the exchange. Code Section 1223(1).
5. Cash received by a shareholder of FDP in lieu of a fractional share
of Parent Common Stock will be treated as a distribution in redemption of the
fractional share subject to the provisions and limitations of Section 302 of the
Code. Rev. Rul. 66-365, 1966-2 C.B. 116.
This letter expresses our views only as to the specific issues addressed
above. No opinion is expressed concerning the Federal income tax treatment of
the transaction under any provision of the Code not specifically referenced
herein, including the tax treatment of the substitution by Parent of any options
to purchase FDP stock. No opinion is expressed with respect to state and local
taxes, Federal or state securities law, or any other Federal, state or local law
not expressly referenced herein.
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1 Unless otherwise indicated, all section references are to sections of the
Code.
2
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FDP Corp.
March 29, 1999
Page 3
Our opinions set forth our legal judgement, and are not binding on the
Service or any other person. Therefore, there can be no assurance that the
conclusions set forth herein would be sustained by a court if challenged.
Further, the opinions set forth represent our conclusions based upon the
documents reviewed by us and the facts presented to us. Any material amendments
to those documents or changes in any significant fact could affect the opinions
expressed herein.
This opinion is based upon the Federal income tax laws as of this date. No
assurance can be provided as to the future changes in or administrative or
judicial interpretations of these laws, any of which could be retroactive.
This letter may not be reproduced, quoted in whole or in part, referred to
in any other context or filed with any governmental agency without the prior
written consent of this firm.
Very truly yours,
/s/ Greenberg Traurig. P.A.
Greenberg Traurig, P.A.
3
