As filed with the Securities and Exchange Commission on June 1, 2001
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________________
SunGard Data Systems Inc.
(Exact name of registrant as specified in its charter)
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)
____________________________
Lawrence A. Gross, Esquire
Senior Vice President - Legal 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)
____________________________
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
____________________________
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. [_]
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
each class of securities to be offering price aggregate registration
to be registered registered per share offering price fee
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Common stock,
par value $0.01 per share 4,138,673 shares/(1)/ $ 59.43/(2)/ $ 245,961,336.40/(2)/ $ 61,490.33
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(1) This registration statement covers shares owned by certain selling
stockholders which shares may be offered from time to time by the selling
stockholders for a period ending on or before May 31, 2003. Pursuant to
Rule 416(b) under the Securities Act of 1933, as amended, this registration
statement will include an additional 4,138,673 shares to be issued to the
selling stockholders as a result of a 2-for-1 stock split payable on June
18, 2001.
(2) Based upon the average of the high and low sale price of the common stock
as reported by the New York Stock Exchange on May 30, 2001, estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933, as amended.
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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+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this prospectus is not complete and may be changed. A +
+ registration statement relating to these securities has been filed with the +
+ Securities and Exchange Commission. These securities may not be sold nor +
+ may offers to buy be accepted prior to the time the registration statement +
+ becomes effective. This prospectus is not an offer to sell these securities +
+ nor a solicitation of an offer to buy these securities where the offer and +
+ sale is not permitted. +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Preliminary Prospectus Dated June 1, 2001
Prospectus
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SunGard Data Systems Inc.
4,138,673 Shares of Common Stock
The stockholders of SunGard Data Systems Inc. listed in this prospectus
under the title "Selling Stockholders" are offering and selling 4,138,673 shares
of SunGard common stock pursuant to this prospectus. 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.
Investing in the shares involves risks, some of which are described under
"Risk Factors" beginning on page 4.
SunGard's common stock is listed on the New York Stock Exchange under the
symbol "SDS." On May 30, 2001, the last reported sale price of the common stock
was $ 59.05 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.
The date of this prospectus is June ___, 2001
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
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.......................................................................... 4
Use Of Proceeds........................................................................ 4
Forward-Looking Statements............................................................. 4
Risk Factors........................................................................... 4
Selling Stockholders................................................................... 6
Plan of Distribution................................................................... 7
Legal Opinion.......................................................................... 8
Experts................................................................................ 8
2
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 May 31, 2003, whichever is
earlier.
. SunGard's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed on March 30, 2001;
. SunGard's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001, filed on May 15, 2001;
. SunGard's Proxy Statement on Schedule 14A filed on April 3, 2001; 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.
3
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.
Forward-Looking Statements
This prospectus and other SunGard communications contain forward-looking
statements 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," "intends," "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 general economic and market issues on software and
services buying decisions;
. the timing and scope of technological advances;
. the integration and performance of acquired businesses;
. the prospects for future acquisitions;
. the ability to attract and retain key personnel; and
. the overall condition of the financial services industry.
Certain of these factors are further discussed below. These factors, as and
when applicable, 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's
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
4
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. This growth strategy is subject
to a number of risks that 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; and
. changes in accounting, tax, securities or other regulations may make
it more difficult or costly for SunGard 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's business and financial results may suffer for a number of reasons,
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 or
product integration benefits; and
. SunGard may have to write off goodwill or other intangible assets.
SunGard's success depends in part on adapting its computer services and software
to changes in technology and changes in its clients' businesses. If SunGard does
not successfully update its software and services, or if its new products or
services are not timely delivered or well received by clients, 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 clients is
subject to a number of risks that 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;
. SunGard may find it difficult to make its products work over the
Internet or to integrate its products into straight-through processing
solutions;
. 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 clients
operate; and
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. new developments in patent law may make it more difficult or costly
for SunGard to add or retain important features in its software and
services.
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 clients 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.
SunGard's business is dependent on skilled personnel. If SunGard is unable to
attract and retain skilled personnel, SunGard's business and financial results
may suffer.
SunGard's future success depends on the continued service and availability
of skilled personnel, particularly skilled technical, sales and management
personnel. Experienced personnel in the information-technology industry are in
high demand and competition for their talents is intense. There can be no
assurance that SunGard will be able to successfully attract and retain the
personnel that it needs. If SunGard is unable to successfully attract and retain
skilled personnel, SunGard's ability to provide its products and services may be
impeded. Even if SunGard is able to attract and retain the skilled personnel it
needs, SunGard's recruitment and compensation expenses could grow faster than
revenues, which could adversely affect SunGard's 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 SunGard's acquisition of Loanet Holdings, Inc.
on May 31, 2001. 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."
All of the selling stockholders were directors, officers and stockholders
of Loanet Holdings, Inc. prior to its acquisition by SunGard. Mr. Rappaport is
President of Loanet Holdings, Inc., a subsidiary of SunGard. The selling
stockholders do not intend to retain any shares after the offering.
# of Shares # of Shares
Owned Before Being Offered
Name of Selling Stockholder the Offering For Sale
------------------------------------------------------ -------------- ---------------
Neil S. Hirsch......................................... 2,810,263 2,810,263
Steven N. Rappaport.................................... 1,021,854 1,021,854
Alan L. Zimmermann..................................... 306,556 306,556
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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, (ii) the date on which all of the shares
included in the registration statement may be transferred in a three-month
period under Rule 144 or (iii) May 31, 2003.
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
Legal Opinion
Blank Rome Comisky & McCauley LLP has given its opinion on the
legality of the shares being registered.
Experts
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 2000, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
8
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.............................. $62,000
Legal fees and expenses............................................... 5,000
Accounting fees and expenses.......................................... 5,000
Miscellaneous......................................................... 1,000
Total....................................................... $73,000
Item 15. 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 "Securities Act"). SunGard's Certificate of Incorporation, as
amended, and Bylaws provide for indemnification of SunGard's officers and
directors to the maximum extent permitted by Delaware Law.
SunGard 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.
SunGard has obtained directors' and officers' liability insurance for the
benefit of SunGard and its stockholders in the amount of $100 million.
Item 16. Exhibits
Number Document
------ ----------------------------------------------------------------------
5.1 Opinion of Blank Rome Comisky & McCauley LLP 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 Blank Rome Comisky & McCauley LLP (included in Exhibit
5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
II-1
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
II-2
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-3
SIGNATURES AND POWER OF ATTORNEY
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: June 1, 2001 By: /s/ JAMES L. MANN
-------------------------------------------
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, Cristobal Conde, 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.
Signature Capacity Date
--------- -------- ----
/s/ James L. Mann Chief Executive Officer and Chairman June 1, 2001
-------------------------------------- of the Board of Directors
James L. Mann (principal executive officer)
/s/ Cristobal Conde President, Chief Operating June 1, 2001
-------------------------------------- Officer and Director
Cristobal Conde
/s/ Michael J. Ruane Chief Financial Officer and Senior June 1, 2001
-------------------------------------- Vice President-Finance
Michael J. Ruane (principal financial officer)
/s/ Andrew P. Bronstein Vice President and Controller June 1, 2001
-------------------------------------- (principal accounting officer)
Andrew P. Bronstein
/s/ Till M. Guldimann Senior Vice President, Strategy and June 1, 2001
-------------------------------------- Director
Till M. Guldimann
/s/ Gregory S. Bentley Director June 1, 2001
--------------------------------------
Gregory S. Bentley
/s/ Michael C. Brooks Director June 1, 2001
--------------------------------------
Michael C. Brooks
/s/ Albert A. Eisenstat Director June 1, 2001
--------------------------------------
Albert A. Eisenstat
/s/ Bernard Goldstein Director June 1, 2001
--------------------------------------
Bernard Goldstein
/s/ Michael Roth Director June 1, 2001
--------------------------------------
Michael Roth
/s/ Malcolm I. Ruddock Director June 1, 2001
--------------------------------------
Malcolm I. Ruddock
/s/ Lawrence J. Schoenberg Director June 1, 2001
--------------------------------------
Lawrence J. Schoenberg
II-4
Exhibit Index
Number Document
------ --------
5.1 Opinion of Blank Rome Comisky & McCauley LLP 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.
23.3 Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).