-----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, LClrvRlSFG1/PK+rL9jiWbHx2XCSPLAtwlYrsfsClI2C+KgdZv+N9RrI97F5nJkM iLhPQG89Wz6IVD6o8i0Q+g== 0000950109-95-005332.txt : 19951221 0000950109-95-005332.hdr.sgml : 19951221 ACCESSION NUMBER: 0000950109-95-005332 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951220 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNGARD DATA SYSTEMS INC CENTRAL INDEX KEY: 0000789388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 510267091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64857 FILM NUMBER: 95602978 BUSINESS ADDRESS: STREET 1: 1285 DRUMMERS LN STREET 2: SUITE 300 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6103418700 MAIL ADDRESS: STREET 1: 1285 DRUMMERS LANE STREET 2: SUITE 300 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SUNDATA CORP DATE OF NAME CHANGE: 19860310 424B3 1 FORM 424B3 Rule No. 424(b)(3) Registration No. 33-64857 PROSPECTUS ---------- SUNGARD (R) DATA SYSTEMS INC. 405,334 SHARES OF COMMON STOCK The shares offered hereby (the "Shares") consist of 405,334 shares of common stock, $.01 par value per share (the "Common Stock"), of SunGard Data Systems Inc., a Delaware corporation ("SunGard"), which are owned by the selling stockholders listed herein under "Selling Stockholders" (collectively, the "Selling Stockholders"). The Shares may be offered from time to time by the Selling Stockholders for a period not to exceed 90 days after the date of this Prospectus, except as may be extended by SunGard in accordance with the Registration Rights Agreement dated August 31, 1995 by and among Intelus Corporation, a Delaware corporation ("Intelus"), all the stockholders of Intelus as of August 31, 1995 and SunGard (the "Registration Rights Agreement"). SunGard shall pay its own legal and accounting fees, all legal fees relating to state securities or "blue sky" filings and all printing fees incurred in connection herewith. Each Selling Stockholder shall pay his, her or its proportionate share of all other expenses incurred by SunGard in connection herewith, including all registration and filing fees attributable to the registration of the Shares, all state securities law or "blue sky" filing fees and a proportionate share of the filing fee payable to the National Association of Securities Dealers, Inc., and any other expenses incurred by the Selling Stockholder. SunGard will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders. The Selling Stockholders have not advised SunGard of any specific plans for the distribution of the Shares covered by this Prospectus, but it is anticipated that the Shares will be sold from time to time primarily in transactions (which may include block transactions) on the Nasdaq National Market of The Nasdaq Stock Market at the market price then prevailing, although sales may also be made in negotiated transactions or otherwise. The Selling Stockholders and the brokers and dealers through whom sale of the Shares may be made may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and their commissions or discounts and other compensation may be regarded as underwriters' compensation. See "Plan of Distribution." SunGard's Common Stock is quoted on the Nasdaq National Market of The Nasdaq Stock Market under the symbol "SNDT." On December 15, 1995, the last reported closing price of the Common Stock was $31.25 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. __________________ THE DATE OF THIS PROSPECTUS IS DECEMBER 18, 1995. AVAILABLE INFORMATION SunGard has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3 under the Securities Act (the "Registration Statement") with respect to the registration of SunGard Common Stock owned by the Selling Stockholders. This Prospectus constitutes a part of the Registration Statement and, in accordance with the rules of the Commission, omits certain of the information contained in the Registration Statement. For such information, reference is made to the Registration Statement and the exhibits thereto. SunGard is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the Commission. The Registration Statement, as well as such reports, proxy statements and other information, can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at Seven World Trade Center, New York, New York 10048. Copies of such material also can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, such materials and other information concerning SunGard can be inspected at the National Association of Securities Dealers, Inc., 1735 K Street, Washington, D.C. 20006. THIS PROSPECTUS INCORPORATES BY REFERENCE CERTAIN DOCUMENTS THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUNGARD HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL DOCUMENTS AND INFORMATION THAT HAVE BEEN INCORPORATED BY REFERENCE HEREIN (NOT INCLUDING EXHIBITS THERETO UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION INCORPORATED HEREIN). SUCH DOCUMENTS AND INFORMATION ARE AVAILABLE UPON REQUEST FROM SUNGARD DATA SYSTEMS INC., 1285 DRUMMERS LANE, WAYNE, PENNSYLVANIA 19087, ATTENTION: INVESTOR RELATIONS; TELEPHONE: (610) 341-8700. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by SunGard with the Commission are hereby incorporated by reference in this Prospectus: (1) SunGard's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (2) SunGard's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1995, June 30, 1995, and September 30, 1995; (3) SunGard's Definitive Proxy Statement in connection with its 1995 Annual Meeting of Stockholders; (4) SunGard's Current Reports on Form 8-K filed on October 6, 1995, October 20, 1995 and November 1, 1995; and (5) the description of SunGard Common Stock that is incorporated by reference in SunGard's Registration Statement on Form 8-A filed on February 14, 1986, including any amendments or reports filed for the purpose of updating such description. All documents filed by SunGard pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing thereof. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Prospectus, except as so modified or superseded. 2 THE COMPANY SunGard is a computer service and application software company. SunGard is a large specialized provider of proprietary investment support systems, is the pioneer and a leading provider of comprehensive computer disaster recovery services, and also provides proprietary healthcare information systems and other computer 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 SunGard will not receive any proceeds from the sale of the Shares by the Selling Stockholders. SELLING STOCKHOLDERS The following table sets forth certain information as of the date of this Prospectus regarding the ownership of shares of SunGard Common Stock of each Selling Stockholder and as adjusted to give effect to the sale of the Shares offered hereby. All of the Shares being offered by the Selling Stockholders were acquired by them as a result of the acquisition by SunGard of Intelus. 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."
# OF SHARES % OF SHARES NAME OF SELLING # OF SHARES OWNED # OF SHARES BEING OWNED AFTER OWNED AFTER STOCKHOLDER BEFORE THE OFFERING OFFERED FOR SALE THE OFFERING THE OFFERING - ----------------- ------------------- ---------------- ------------ ------------ ACO (c/o William Newlin) 2,526 2,526 -- -- Kirk D. Brown/1/ 6,247 6,247 -- -- CEO Venture Fund 264,893 264,893 -- -- James Colker 2,994 2,994 -- -- Fred L. Forman 1,306 1,306 -- -- Gary P. Golding 382 382 -- -- Jan Lodal 407,923 96,721 311,202 * James F. Minihan 8,846 7,961 885 * Sarah B. Murray 336 302 34 * William R. Newlin 468 468 -- -- William J. Perry/Leonilla 672 605 67 * G. Perry, Trustees John M. Seidl 1,306 1,306 -- -- Sidney N. Stone 539 485 54 * Howard L. Tischler/2/ 30,535 15,620 14,915 * Robert P. Volono 2,072 1,865 207 * Nancy L. Weil 403 363 40 * Philip J. Williamson 1,433 1,290 143 *
_________________________________ *Less than one (1) percent of the outstanding Common Stock of Sungard. /1/ Mr. Brown is President - Financial Systems Group of Intelus Corporation, a wholly-owned subsidiary of SunGard. /2/ Mr. Tischler is President - Health Care Systems Group of Intelus Corporation, a wholly-owned subsidiary of SunGard. 3 PLAN OF DISTRIBUTION The Shares offered hereby by the Selling Stockholders may be sold from time to time by the Selling Stockholders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on one or more exchanges or in the over-the-counter market (including the Nasdaq National Market of The Nasdaq Stock Market), or otherwise at prices and at terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. The Shares may be sold by one or more of the following methods, without limitation: (a) a block trade in which the broker-dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers; and (d) face-to-face transactions between the Selling Stockholders and purchasers without a broker-dealer. In effecting sales, brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Such brokers or dealers may receive commissions or discounts from the Selling Stockholders in amounts to be negotiated immediately prior to the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act, in connection with such sales. In addition, any securities covered by this Prospectus that qualify for sale pursuant to Rule 144 might be sold under Rule 144 rather than pursuant to this Prospectus. Upon SunGard being notified by a Selling Stockholder that any material arrangement has been entered into with a broker or dealer for the sale of Shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplemented Prospectus will be filed, if required, pursuant to Rule 424(c) under the Securities Act, disclosing (a) the name of each such broker-dealer, (b) the number of Shares involved, (c) the price at which such Shares were sold, (d) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (e) 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 (f) other facts material to the transaction. The Registration Statement shall 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 and (ii) 90 days after the Registration Statement is first declared effective by the Commission, except as may be extended by SunGard in accordance with the Registration Rights Agreement. SunGard shall pay its own legal and accounting fees, all legal fees relating to state securities or "blue sky" filings and all printing fees incurred in connection with the registration of the Shares. Each Selling Stockholder shall pay his or her proportionate share of all other expenses incurred by SunGard in connection herewith, including all registration and filing fees attributable to the registration of the Shares, all state securities law or "blue sky" filing fees and a proportionate share of the filing fee payable to the National Association of Securities Dealers, and all other fees and expenses incurred by a 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. Each Selling Stockholder has agreed to indemnify SunGard and its directors, and its officers who sign the Registration Statement against certain liabilities, including liabilities arising under the Securities Act. 4 UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT DATA The Unaudited Pro Forma Combined Condensed Income Statement Data assumes that SunGard's acquisitions by merger of MACESS Corporation ("MACESS"), Renaissance Software Inc. ("Renaissance") and Intelus (collectively, the "Mergers") had occurred on January 1, 1992, combining the results of SunGard, MACESS, Renaissance and Intelus for the nine months ended September 30, 1995 and 1994 and for each of the three years in the period ended December 31, 1994, with each of the Mergers accounted for on a pooling-of-interests basis. The pro forma information is provided for illustrative purposes only and is not necessarily indicative of the results of operations that actually would have been obtained if the Mergers had been effected on the dates indicated or of the results that may be obtained in the future. Unaudited pro forma combined condensed balance sheet data as of September 30, 1995 and December 31, 1994 are not provided herein because the Mergers would not have had a material effect on SunGard's historical consolidated balance sheets. During the nine month period ended September 30, 1995, SunGard has completed five business acquisitions accounted for as purchases. Pro forma data for these acquisitions are not presented since the financial condition and results of operations as reported in SunGard's historical financial statements would not be materially different. The Unaudited Pro Forma Combined Condensed Income Statement Data should be read in conjunction with the historical financial statements and the related notes thereto of SunGard, MACESS, Renaissance and Intelus, all of which are incorporated by reference herein or are available from SunGard upon written request.
NINE MONTHS ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31, ------------------------- --------------------------------------- 1995 1994 1994 1993 1992 -------- -------- -------- -------- -------- REVENUES (AS REPORTED): SunGard........................... $378,723 $316,652 $437,190 $381,372 $324,570 MACESS............................ 9,810 7,585 10,315 6,470 1,872 Renaissance/(1)/.................. 10,729 7,542 12,527 10,271 9,054 Intelus........................... 7,111 /(5)/ 5,827 6,965 6,296 4,795 -------- -------- -------- -------- -------- Pro Forma Combined.................. $406,373 $337,606 $466,997 $404,409 $340,291 ======== ======== ======== ======== ======== NET INCOME (AS REPORTED): SunGard........................... $ 35,347 $ 30,585 $ 43,087 $ 38,474/(6)/ $ 25,808 MACESS............................ 1,846 1,737 2,030 1,108 119 Renaissance/(1)/.................. 2,157 1,164/(7)/ 2,377 985/(7)/ 1,418 Intelus........................... (94)/(5)/ (164) (1,052) 662 21 -------- -------- -------- -------- -------- Pro Forma Combined/(2)/............. $ 39,256 $ 33,322 $ 46,442 $ 41,229 $ 27,366 ======== ======== ======== ======== ======== FULLY DILUTED NET INCOME PER COMMON SHARE:/(3)/ SunGard (as reported)............. $ 0.91 $ 0.79 $ 1.12 $ 1.04/(6)/ $ 0.79 ======== ======== ======== ========= ======== Pro Forma Combined................ $ 0.92 $ 0.78 $ 1.08 $ 1.00 $ 0.75 ======== ======== ======== ========= ======== SHARES USED TO COMPUTE FULLY DILUTED NET INCOME PER COMMON SHARE: SunGard (as reported)/(4)/........ 38,649 38,512 38,502 38,352 37,982 MACESS............................ 1,990 1,990 1,990 1,990 1,990 Renaissance/(1)/.................. 1,513 1,513 1,513 1,513 1,513 Intelus........................... 543 /(8)/ 810 810 810 810 -------- -------- -------- -------- -------- Pro Forma Combined.................. 42,695 42,825 42,815 42,665 42,295 ======== ======== ======== ======== ========
5 /(1)/ The fiscal year of Renaissance ends March 31. For purposes of the pro forma financial information presented above, the fiscal years ended March 31, 1995, 1994 and 1993 are included in the 1994, 1993 and 1992 columns, respectively. Interim nine month information is presented on a calendar year basis. /(2)/ Excludes merger costs which are estimated to be approximately $4.5 million. /(3)/ Fully diluted net income per common share includes assumed interest expense savings on convertible subordinated debentures, net of income taxes, of $1,565 and $4,337 in 1993 and 1992, respectively. The debentures were converted into SunGard Common Stock on May 12, 1993. /(4)/ All shares have been adjusted for the two-for-one stock split which occurred in July 1995. /(5)/ Represents the results for the six months ended June 30, 1995 as the results for the three months ended September 30, 1995 are included in SunGard results as reported. /(6)/ 1993 includes after-tax gain on sale of product line of $3,371, or $0.09 per share on a fully diluted basis. /(7)/ Includes after-tax charges of $1,150 and $164 during the fiscal year ended March 31, 1994 and the nine months ended September 30, 1994, respectively, in connection with the settlement of litigation. /(8)/ Represents the incremental shares assumed to be outstanding for the six months ended June 30, 1995. The incremental shares for the three months ended September 30, 1995 are included in SunGard (as reported) shares. LEGAL OPINION The validity of the Shares of Common Stock offered hereby will be passed upon for SunGard by Blank, Rome, Comisky & McCauley, Philadelphia, Pennsylvania. EXPERTS The consolidated balance sheets of SunGard and subsidiaries as of December 31, 1994 and 1993 and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1994 have been incorporated by reference in this Prospectus and in the Registration Statement in reliance upon the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. The balance sheets of Intelus Corporation as of December 31, 1994 and 1993 and the related statements of income, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 1994 have been incorporated by reference in this Prospectus and in the Registration Statement in reliance upon the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. The financial statements of MACESS Corporation as of December 31, 1994 and 1993 and for the years then ended have been incorporated by reference in this Prospectus and in the Registration Statement in reliance upon the report of Ernst & Young LLP, independent auditors, given on the authority of that firm as experts in accounting and auditing. The consolidated financial statements of Renaissance Software Inc. for the year ended March 31, 1995 incorporated in this Registration Statement on Form S-3 of SunGard Data Systems Inc. by reference from SunGard Data Systems Inc.'s Form 8-K filed October 6, 1995 have been audited by Deloitte & Touche LLP, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 6 =================================== ======================================= No dealer, salesman or other 405,334 Shares person has been authorized to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be SUNGARD DATA SYSTEMS INC. relied upon as having been authorized by SunGard or the Selling Stockholders. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy to any person in any jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful. Neither the delivery of this Prospectus nor any Common Stock offer or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of SunGard or that information contained herein is correct as of any time subsequent to the date hereof. _______________ PROSPECTUS _______________ _______________ TABLE OF CONTENTS
Page ---- Available Information............ 2 Incorporation of Documents by Reference................... 2 The Company...................... 3 December 18, 1995 Use of Proceeds.................. 3 Selling Stockholders............. 3 Plan of Distribution............. 4 Unaudited Pro Forma Combined Condensed Income Statement Data 5 Legal Opinion.................... 6 Experts.......................... 6
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