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As filed with the Securities and Exchange Commission on April 3, 2000
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 of (I.R.S. Employer
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 THE 1994 STOCK OPTION PLAN AND VARIOUS STOCK OPTION
AGREEMENTS BETWEEN MICROBANK SOFTWARE, INC. AND EMPLOYEES
OF MICROBANK SOFTWARE, INC.(1)
(Full title of the plans)
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LAWRENCE A. GROSS, ESQUIRE
SUNGARD DATA SYSTEMS INC.
1285 DRUMMERS LANE
WAYNE, PENNSYLVANIA 19087
(610) 341-8700
FACSIMILE (610) 341-8115
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copies of Communications to:
FRANCIS E. DEHEL, ESQUIRE
BLANK ROME COMISKY & MCCAULEY LLP
ONE LOGAN SQUARE
PHILADELPHIA, PENNSYLVANIA 19103
(215) 569-5500
FACSIMILE (215) 569-5555
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered Price per Share*(2) Offering Price*(2) Registration Fee*
- -----------------------------------------------------------------------------------------------------------------
Common Stock, par value 289,329 $5.78 $1,672,322 $441.49
$.01 per share
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(1) Microbank Software, Inc. granted options to its employees 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 Microbank Software, Inc.
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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 participants 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 participants 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:
(a) the latest Annual Report of SunGard Data Systems Inc. (the
"Company") on Form 10-K for the fiscal year ended December 31, 1999 filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) 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 (a) above; and
(c) 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 Company 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 which indicates that all securities offered have been sold or
which 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
Not applicable.
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 amended, and Bylaws
provide for indemnification of the Registrant's officers and directors to the
maximum extent permitted by Delaware 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
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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 $100 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 Blank Rome Comisky & McCauley LLP regarding
legality.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Blank Rome Comisky & McCauley LLP (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) 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.
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(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.
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SIGNATURES AND POWER OF ATTORNEY
THE REGISTRANT
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-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: March 31, 2000 By: /s/ James L. Mann
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James L. Mann
Chairman 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 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.
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SIGNATURE Title DATE
<S> <C> <C>
/s/ James L. Mann Chief Executive Officer and Chairman of March 31, 2000
- ---------------------------------------------- the Board of Directors (principal
James L. Mann executive officer)
/s/ Cristobal I. Conde President, Chief Operating Officer March 31, 2000
- ---------------------------------------------- and Director
Cristobal I. Conde
/s/ Michael J. Ruane Chief Financial Officer and Vice March 31, 2000
- ---------------------------------------------- President-Finance
Michael J. Ruane (principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller March 31, 2000
- ---------------------------------------------- (principal accounting officer)
Andrew P. Bronstein
/s/ Gregory S. Bentley Director March 31, 2000
- ----------------------------------------------
Gregory S. Bentley
/s/ Michael C. Brooks Director March 31, 2000
- ----------------------------------------------
Michael C. Brooks
/s/ Albert A. Eisenstat Director March 31, 2000
- ----------------------------------------------
Albert A. Eisenstat
/s/ Bernard Goldstein Director March 31, 2000
- ----------------------------------------------
Bernard Goldstein
/s/ Till M. Guildimann Senior Vice President, Strategy March 31, 2000
- ---------------------------------------------- and Director
Till M. Guildimann
</TABLE>
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<S> <C> <C>
/s/ Michael Roth Director March 31, 2000
- ----------------------------------------------
Michael Roth
/s/ Malcolm I. Ruddock Director March 31, 2000
- ----------------------------------------------
Malcolm I. Ruddock
/s/ Lawrence J. Schoenberg Director March 31, 2000
- ----------------------------------------------
Lawrence J. Schoenberg
</TABLE>
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EXHIBIT INDEX
EXHIBIT
5.1 Opinion of Blank Rome Comisky & McCauley LLP regarding legality.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1 to
this Registration Statement).
24.1 Power of Attorney of Directors (included in the signature page).
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EXHIBIT 5.1
Opinion of Blank Rome Comisky & McCauley LLP
March 31, 2000
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, PA 19087
Re: SunGard Data Systems Inc. Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to SunGard Data Systems Inc. (the "Company") in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, relating to the offer and
sale of up to 289,329 shares of common stock, par value of $.01 per share (the
"Common Stock"), by the Company pursuant to the 1994 Stock Option Plan of
Microbank Software, Inc. and the various option agreements entered into by
Microbank Software, Inc. and its employees (the "Plans"). This opinion is
furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.
Although as counsel to SunGard we have advised SunGard in connection with
certain matters referred to us by it, our services are limited to specific
matters so referred. Consequently, we do not have knowledge of many
transactions in which SunGard has engaged or its day-to day operations.
In rendering this opinion, we have examined only 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, (iii) the Registration Statement and (iv) the
Plans. We have not performed any independent investigation other than the
document examination described. Our opinion is therefore qualified in all
respects by the scope of that document examination. 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 certificates, 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 of the Company which are being offered and sold by the
Company pursuant to the Registration Statement and the Plans, 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.
This opinion is given as of the date herof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no other
or more extensive opinion is intended, implied or to be inferred beyond the
matters expressly stated herein.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
/S/ BLANK ROME COMISKY & McCAULEY LLP
BLANK ROME COMISKY & McCAULEY LLP
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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 10, 2000, except as to subsequent events
information presented in Note 2, for which the date is March 1, 2000, on our
audits of the consolidated financial statements of SunGard Data Systems Inc. as
of December 31, 1999 and 1998, and for each of the three years in the period
ended December 31, 1999, which report is included in SunGard Data Systems Inc.'s
Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 31, 2000
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