-----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, Kdl7xZRBQJHKJ/WjYGX6OaBtro921x7DjeSk+oWvIxccWDXLvlJjJCw3Y4YmthnY fQ6qTI4IceyFkqgsbpo6CQ== 0000950116-98-000931.txt : 19980427 0000950116-98-000931.hdr.sgml : 19980427 ACCESSION NUMBER: 0000950116-98-000931 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980424 EFFECTIVENESS DATE: 19980424 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-8 SEC ACT: SEC FILE NUMBER: 333-50979 FILM NUMBER: 98600844 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-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 24, 1998. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 23-1701520 (State or Other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 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) 1994 LONG-TERM INCENTIVE PLAN (Full title of the Plan) Richard A. Blumenthal, General Counsel Systems & Computer Technology Corporation 4 Country View Road Malvern, Pennsylvania 19355 (Name and address of Agent for Service) (610) 647-5930 (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE ========================================================================================================================= Titles of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of To Be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee Share (2) Price(2) - ------------------------------------------------------------------------------------------------------------------------- Common Stock, par value 1,000,000 $51.03 per share $51,031,000 $15,055 $0.01 per share =========================================================================================================================
(1) Reflects the pre-split number, prior to a declared two-for-one stock split in the form of a 100% stock dividend, payable on May 15, 1998 to stockholders of record on May 1, 1998. After the stock split is effectuated, this Registration Statement will relate to 2,000,000 shares. (2) Based upon the average of the high and low prices of the Common Stock as reported by the Nasdaq Stock Market on April 17, 1998, estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, as amended. Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed in order to register additional shares of Common Stock, $0.01 par value, of Systems & Corporation Technology Corporation (the "Company"), with respect to a currently effective Registration Statement on Form S-8 of the Company relating to a certain employee benefit plan of the Company. The contents of the Registration Statement on Form S-8 as filed on June 30, 1995, Registration No. 33-60831, are incorporated by reference into this Registration Statement. Item 8. Exhibits. Exhibit No. Description - ----------- ----------- 5 Opinion of Pepper Hamilton LLP regarding the legality of the Registrant Stock 23.1 Consent of Ernst & Young LLP 23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5) 24 Power of Attorney (included on Signature Page) -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Malvern, Pennsylvania, on April 23,1998. SYSTEMS & COMPUTER TECHNOLOGY CORPORATION By: /s/ Michael J. Emmi --------------------------------------- Michael J. Emmi, Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Michael J. Emmi, Eric Haskell and Richard A. Blumenthal, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and other registration statements and amendments thereto relating to the offering contemplated by this Registration Statement (including registration statements under Rule 462 promulgated under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 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. Date: April 23, 1998 /s/ Michael J. Emmi ------------------------------------------------------ Michael J. Emmi, Chairman of the Board, President and Chief Executive Officer Date: April 23, 1998 /s/ Eric Haskell ------------------------------------------------------ Eric Haskell, Senior Vice President, Finance and Administration, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) -3- Date: April 23,1998 /s/ Michael D. Chamberlain ---------------------------------- Michael D. Chamberlain, President, SCT Software Group and Director Date: April 23, 1998 /s/ Gabriel A. Battista ---------------------------------- Gabriel A. Battista, Director Date: April 23, 1998 /s/ Thomas I. Unterberg -------------------------------- Thomas I. Unterberg, Director Date: April 23, 1998 /s/ Allen R. Freedman ------------------------------ Allen R. Freedman, Director -4- EXHIBIT INDEX Exhibit No. Description 5 Opinion of Pepper Hamilton LLP regarding the legality of the Registrant Stock 23.1 Consent of Ernst & Young LLP 23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5) 24 Power of Attorney (included on Signature Page) EX-5 2 EXHIBIT 5 [PEPPER HAMILTON LLP Letterhead] April 24, 1998 Systems & Computer Technology Corporation Four Country View Road Malvern, Pennsylvania 19355 Re: Registration Statement on Form S-8 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement") of Systems & Computer Technology Corporation, a Delaware corporation (the "Company"), to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the offering and sale by the Company of up to an aggregate of 1,000,000 shares of common stock, par value $0.01 per share (the "Shares"), of the Company pursuant to the Company's 1994 Long-Term Incentive Plan (the "Plan"). In this connection, we have examined the Registration Statement, including the exhibits thereto, the originals or copies, certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and the By-Laws of the Company as amended to date, and such other documents and corporate records relating to the Company as we have deemed appropriate for the purpose of rendering the opinion expressed herein. The opinion expressed herein is based exclusively on the applicable provisions of the Delaware General Corporation Law and federal securities laws as in effect on the date hereof. On the basis of the foregoing, we are of the opinion that the Shares, when issued and paid for in accordance with the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By providing such consent, we do not admit that we come within the categories of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, PEPPER HAMILTON LLP EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Systems & Computer Technology Corporation 1994 Long-Term Incentive Plan, of our report dated October 24, 1997, except for Note I, as to which the date is December 3, 1997, with respect to the consolidated financial statements and financial statement schedule of Systems & Computer Technology Corporation included in the Company's Annual Report on Form 10-K for the year ended September 30, 1997, as amended by Form 10-K/A, Amendment No. 1 thereto, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Philadelphia, Pennsylvania April 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----