-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CF8Q8AHmWcO9TBLOKTkat7s88ztu/Y7oueaLWrI3KfkhodKC8tl17JpOPoQlHOTG 6MP/BByiviGG7VdvpRSB7Q== 0000950116-97-001892.txt : 19971020 0000950116-97-001892.hdr.sgml : 19971020 ACCESSION NUMBER: 0000950116-97-001892 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-37551 FILED AS OF DATE: 19971016 EFFECTIVENESS DATE: 19971016 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMS & COMPUTER TECHNOLOGY CORP CENTRAL INDEX KEY: 0000707606 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 231701520 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-38089 FILM NUMBER: 97697101 BUSINESS ADDRESS: STREET 1: GREAT VALLEY CORPORATE CTR STREET 2: 4 COUNTRY VIEW RD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106475930 MAIL ADDRESS: STREET 1: GREAT VALLEY CORP CTR STREET 2: 4 COUNTRY VIEW RD CITY: MALVERN STATE: PA ZIP: 19355 S-3MEF 1 S-3MEF As filed with the Securities and Exchange Commission on October 16, 1997 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------- SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 23-1701520 (State or other jurisdiction of (I.R.S. employer incorporation or organization) Identification No.) 4 Country View Road Malvern, Pennsylvania 19355 (610) 647-5930 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ---------------- Richard A. Blumenthal, General Counsel Systems & Computer Technology Corporation 4 Country View Road Malvern, Pennsylvania 19355 (610) 647-5930 (Name and address, including zip code, and telephone number, including area code, of agent for service) ---------------- With Copies to: Barry M. Abelson, Esquire Robert Rosenman, Esquire Paul T. Porrini, Esquire Cravath, Swaine & Moore Pepper, Hamilton & Scheetz LLP Worldwide Plaza 3000 Two Logan Square 825 Eighth Avenue Philadelphia, PA 19103-2799 New York, NY 10019 Approximate date of commencement of proposed sale to public: As soon as practicable after the effectiveness of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, 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. / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-37551 If this form is a post-effective amendment filed pursuant to Rule 462(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Title of Each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registered Registered(1) Unit(2) Price(2) Registration Fee 5% Convertible Subordinated Debentures Due 2004 .................. $5,750,000 N/A N/A $1,743 Common Stock, $.01 par value ................................. (3) N/A N/A (4)
- -------------------------------------------------------------------------------- (1) Includes Debentures that the Underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457 of the Securities Act of 1933. (3) Such indeterminable number of shares of Common Stock as may be required for issuance upon conversion of the Debentures being registered hereunder and such additional securities as may be issuable as a result of the "anti-dilution" provisions thereof. (4) Pursuant to Rule 457(i), no registration fee is required. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"). The information in the Registration Statement (File No. 333-37551) filed by Systems & Computer Technology Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act is incorporated by reference into this Registration Statement. CERTIFICATION In accordance with Rule 111(b) under the Securities Act, the undersigned Registrant certifies as follows: (i) the Registrant has instructed its bank to transmit to the Commission the applicable filing fee by a wire transfer of such amount from the account of the Registrant to the Commission's account at Mellon Bank as soon as practicable but no later than the close of the next business day following the filing of this Registration Statement pursuant to Rule 462(b); (ii) the Registrant will not revoke such instructions; and (iii) the Registrant has sufficient funds in such account to cover the amount of such filing fee. The Registant further undertakes that, if such instructions have been sent after the close of business of such bank, the Registant will confirm receipt of such instructions by such bank during regular business hours on the following business day. SIGNATURES 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 Malvern, Pennsylvania, on October 16, 1997. SYSTEMS & COMPUTER TECHNOLOGY CORPORATION By: /s/ Michael J. Emmi ------------------------------------------- Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Michael J. Emmi Chairman of the Board, President and October 16, 1997 - ------------------------------- Chief Executive Officer Michael J. Emmi * Senior Vice President, Finance and October 16, 1997 - ------------------------------- Administration, Treasurer and Chief Eric Haskell Financial Officer (Principal Financial and Accounting Officer) * President, SCT Software Group and October 16, 1997 - ------------------------------- Director Michael D. Chamberlain * Director October 16, 1997 - ------------------------------- Gabriel A. Battista * Director October 16, 1997 - ------------------------------- Allen R. Freedman * Director October 16, 1997 - ------------------------------- Thomas I. Unterberg /s/ Michael J. Emmi *By:--------------------------- Michael J. Emmi, Attorney-in-Fact
II-1 EXHIBIT INDEX Exhibit Number Description of Exhibits - ------ ----------------------- 5 Opinion of Pepper, Hamilton & Scheetz LLP. 23(a) Consent of Pepper, Hamilton & Scheetz LLP. Reference is made to Exhibit 5 hereto. 23(b) Consent of Ernst & Young LLP. 24 Power of Attorney. Incorporated by reference from Registration Statement No. 333-37551. EX-5 2 EXHIBIT 5 EXHIBIT 5 October 16, 1997 Systems & Computer Technology Corporation 4 Country View Road Malvern, PA 19355 Gentlemen: We have been engaged as counsel to Systems & Computer Technology Corporation (the "Company") in connection with the (i) the proposed sale by the Company of up to $74,750,000 principal amount of 5% Convertible Subordinated Debentures due 2004 (the "Debentures"), including up to $9,750,000 principal amount of the Debentures which may be sold upon the exercise of an over-allotment option, and (ii) the possible issuance of the shares of Common Stock, $0.01 par value, of the Company into which the Debentures are convertible (the "Common Stock"). The Debentures are intended to be issued pursuant to an Indenture (the "Indenture") to be entered into by the Company with First Union National Bank as Trustee (the "Trustee"), in substantially the form attached as Exhibit 4 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission, File No. 333-37551 (collectively with the registration statement filed pursuant to Rule 462(b) to which this opinion is an exhibit, the "Registration Statement"), and sold pursuant to an Underwriting Agreement in substantially in the form attached as Exhibit 1 to the Registration Statement (the "Underwriting Agreement"). We, as counsel for the Company, have examined such corporate records and certificates, the Indenture, the Underwriting Agreement and such other documents and considered questions of law as we considered necessary or appropriate for purposes of this opinion. The Indenture and the Underwriting Agreement each contain a provision in which the parties to such agreements agree that New York law will govern such agreements. The opinions set forth below are limited to the federal laws of the United States and the laws of the State of New York and the General Corporation Law of the State of Delaware. Based upon and subject to the foregoing, we advise you that, in our opinion: (1) Such of the Debentures as are sold, issued and paid for as contemplated by the Registration Statement will be duly and validly issued and will constitute legal, valid and binding obligations of the Company, subject to any limitations imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally; and (2) Such of the shares of Common Stock into which the Debentures are convertible have been duly authorized and reserved for issuance upon conversion of the Debentures pursuant to the terms and conditions of the Indenture, and such shares, when and if issued upon conversion of the Debentures in accordance with the terms of the Indenture, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading "Legal Matters" in the Prospectus forming a part of such Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder. Very truly yours, /s/ PEPPER, HAMILTON & SCHEETZ LLP ----------------------------------- EX-23 3 EXHIBIT 23(B) Exhibit 23(b) Consent of Independent Auditors We consent to the reference to our firm under the captions "Experts" and "Selected Consolidated Financial Data" in the Registration Statement (Form S-3 No. 333-37551) which is incorporated by reference in this registration statement and related Prospectus of Systems & Computer Technology Corporation and to the incorporation by reference therein and herein of our report dated October 28, 1996, with respect to the consolidated financial statements and financial statement schedule of Systems & Computer Technology Corporation included in its Annual Report (Form 10-K) for the year ended September 30, 1996, filed with the Securities and Exchange Commission. Philadelphia, Pennsylvania October 16, 1997 -----END PRIVACY-ENHANCED MESSAGE-----