FILED PURSUANT TO RULE 424(B)(3)
File Number 333-197772
SUNGARD DATA SYSTEMS INC.
SUPPLEMENT NO. 5 TO
MARKET-MAKING PROSPECTUS DATED SEPTEMBER 5, 2014
THE DATE OF THIS SUPPLEMENT IS AUGUST 12, 2015
ON AUGUST 12, 2015, SUNGARD DATA SYSTEMS INC. FILED THE ATTACHED
CURRENT REPORT ON FORM 8-K DATED AUGUST 12, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANTTO SECTION 13OR 15(D)
OFTHE SECURITIES EXCHANGE ACTOF 1934
DATEOF REPORT (DATEOFEARLIESTEVENTREPORTED): August 12, 2015
Commission file numbers:
SunGard Capital Corp. 000-53653
SunGard Capital Corp. II 000-53654
SunGard Data Systems Inc. 1-12989
SunGard®
SunGard® Capital Corp. II
SunGard® Data Systems Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-3059890 | |
| Delaware | 20-3060101 | |
| Delaware | 51-0267091 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Not Applicable
(Former Name and 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On August 12, 2015, Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), announced that it had signed a definitive agreement to acquire SunGard, a Delaware corporation (the “Company”). Under the terms of the definitive agreement, FIS will acquire all of the outstanding equity of SunGard for a combination of cash and stock valuing the Company at an unaffected enterprise value of $9.1 billion, including the assumption of SunGard debt, which FIS has announced it expects to refinance. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close during the fourth quarter of 2015.
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.
| SUNGARD | ||||||
| SUNGARD CAPITAL CORP. II | ||||||
| SUNGARD DATA SYSTEMS INC. | ||||||
| Date: August 12, 2015 | By: | /s/ Victoria E. Silbey | ||||
| Victoria E. Silbey | ||||||
| Senior Vice President-Legal and | ||||||
| Chief Legal Officer | ||||||