Filed Pursuant to
Rule 424(b)(3)
Commission File No. 333-62128
PROSPECTUS SUPPLEMENT NO. ONE DATED JULY 26, 2001
TO
PROSPECTUS DATED JULY 19, 2001
SunGard Data Systems Inc.
8,277,346 Shares of Common Stock
This Prospectus Supplement No. One supplements SunGard's prospectus dated
July 19, 2001, as amended by Post Effective Amendment dated July 19, 2001
(together, the "Prospectus") relating to the public offering and sale of up to
8,277,346 shares of SunGard common stock by certain SunGard stockholders, or,
among other things, the transactions in which the shares are lent or are resold
pursuant to a right of such institution to rehypothecate or use in its own
business shares posted to it as collateral.
This Prospectus Supplement No. One should be read in conjunction with the
Prospectus, and this Prospectus Supplement No. One is qualified by reference to
the Prospectus except to the extent that information herein contained supersedes
the information contained in the Prospectus. Capitalized terms used in this
Prospectus Supplement No. One and not otherwise defined herein have the meanings
specified in the Prospectus.
SELLING STOCKHOLDERS
The information set forth under the heading "Selling Stockholders" is
supplemented as follows:
Neil S. Hirsch, Steven Rappaport and Alan L. Zimmermann (the "Original
Stockholders") each entered into separate agreements with Bear, Stearns
International Limited ("BSIL"), a U.K. broker-dealer, under which forward
agreements such Original Stockholder may be required to deliver his shares of
SunGard common stock. Prior to the maturity of such forward agreements, BSIL
may borrow and sell the full number of shares of SunGard common stock posted as
collateral under the forward agreement on terms agreed with the respective
counterparty. On the open of business on the date of this supplement, Mr.
Hirsch, Mr. Rappaport and Mr. Zimmermann respectively own 5,518,015, 2,023,707
and 573,113 shares of SunGard common stock.
PLAN OF DISTRIBUTION
The information set forth under the caption "Plan of Distribution" in the
Prospectus is supplemented as follows:
Bear, Stearns International Limited will sell shares of SunGard common stock
covered by this Supplement through its affiliate, Bear, Stearns & Co. Inc., a
United States broker-dealer, from time to time in the New York Stock Exchange,
Inc. at then-current market prices or through other of the means contemplated in
the Plan of Distribution set out in the Prospectus. BSIL will pay Bear, Stearns
& Co. Inc. a commission of $0.06 per share in connection with such sales. BSIL
may enter into such sales relating to SunGard common stock in connection with
the forward agreements. In connection with those forward agreements, BSIL may as
principal earn profits or incur losses the extent of which will depend on, among
other things, the prices at which its sales of SunGard common stock are
executed. Further, BSIL may from time to time enter into arrangements designed
to hedge the ultimate settlement value of the forward agreements. BSIL may
realize additional gains or losses from these hedging transactions based upon
market conditions and other factors, which gains, if any, may be deemed
underwriting compensation. In addition, the Company has agreed to indemnify and
hold harmless Bear, Stearns & Co. Inc. against certain liabilities under the
Securities Act that could arise in connection with the sale of shares of SunGard
common stock.
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SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS TO READ ABOUT IMPORTANT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF SUNGARD COMMON STOCK.
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These securities have not been approved or disapproved by the Securities
and Exchange Commission or any state securities commission nor has the
Securities and Exchange Commission or any state securities commission passed
upon the accuracy or adequacy of the prospectus or this prospectus supplement.
Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 26, 2001.