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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 1, 2010
Commission file numbers:
SunGard Capital Corp. 000-53653
SunGard Capital Corp. II 000-53654
SunGard Data Systems Inc. 1-12989
SunGard® Capital Corp.
SunGard® Capital Corp. II
SunGard® Data Systems Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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20-3059890 |
Delaware
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20-3060101 |
Delaware
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51-0267091 |
(State or other Jurisdiction of Incorporation)
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(IRS Employer Identification No.) |
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On November 1, 2010, SunGard Data Systems Inc. (the Company) provided certain information to
prospective investors in connection with a proposed financing, excerpts from which are furnished as
Exhibit 99.1 to this report, which are incorporated herein by reference.
This information and the exhibit attached hereto are being furnished pursuant to Item 7.01
and in accordance with general instruction B.2 to Form 8-K shall not be deemed filed with the
Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities under that section, nor shall such information be
deemed to be incorporated by reference into any filings under the Securities Act of 1933.
The presentation includes statements that express our opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or future results and therefore are,
or may be deemed to be, forward-looking statements. These forward-looking statements can
generally be identified by the use of forward-looking terminology, including the terms believes,
expects, may, will, should, seeks, approximately, intends, plans, estimates, or
anticipates or similar expressions which concern our strategy, plans or intentions. All
statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash
flows, growth rates and financial results are forward-looking statements. In addition, we, through
our senior management, from time to time make forward-looking public statements concerning our
expected future operations and performance and other developments. All of these forward-looking
statements are subject to risks and uncertainties that may change at any time, and, therefore, our
actual results may differ materially from those we expected. We derive most of our forward-looking
statements from our operating budgets and forecasts, which are based upon many detailed
assumptions. While we believe that our assumptions are reasonable, we caution that it is very
difficult to predict the impact of known factors, and, of course, it is impossible for us to
anticipate all factors that could affect our actual results. Some of the factors that we believe
could affect our results include:
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our high degree of debt-related leverage; |
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general economic and market conditions; |
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the condition of the financial services industry, including the effect of any further
consolidation among financial services firms; |
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the integration of acquired businesses, the performance of acquired businesses, and the
prospects for future acquisitions; |
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the effect of war, terrorism, natural disasters or other catastrophic events; |
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the effect of disruptions to our systems and infrastructure; |
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the timing and magnitude of software sales; |
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the timing and scope of technological advances; |
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customers taking their information availability solutions in-house; |
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the trend in information availability toward solutions utilizing more dedicated resources; |
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the market and credit risks associated with clearing broker operations; |
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the ability to retain and attract customers and key personnel; |
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risks relating to the foreign countries where we transact business; |
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the ability to obtain patent protection and avoid patent-related liabilities in the context
of a rapidly developing legal framework for software and business-method patents; a material
weakness in our internal controls; and |
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unanticipated changes in our tax provision or the adoption of new tax legislation. |
The factors described in this paragraph and other factors that may affect our business or future
financial results, as and when applicable, are discussed in our filings with the SEC. We assume no
obligation to update any written or oral forward-looking statements made by us or on our behalf as
a result of new information, future events or other factors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1
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Excerpts from materials provided to prospective investors on November 1, 2010. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUNGARD CAPITAL CORP.
SUNGARD CAPITAL CORP. II
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Date: November 1, 2010 |
By: |
/s/ Robert F. Woods
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Robert F. Woods |
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Executive Vice President and Chief Financial Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUNGARD DATA SYSTEMS INC.
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Date: November 1, 2010 |
By: |
/s/ Robert F. Woods
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Robert F. Woods |
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Senior Vice President - Finance and Chief Financial
Officer |
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