SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 17, 1997
SUNGARD DATA SYSTEMS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12989 51-0267091
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1285 Drummers Lane
Wayne, Pennsylvania 19087
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (610) 341-8700
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(Former name or former address, if changed since last report)
1.
ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The forward-
looking statements contained herein involve risks and uncertainties, including
those relating to the possible inability to complete the merger transaction
involving SunGard Data Systems Inc., a Delaware corporation ("SunGard"), and
Infinity Financial Technology, Inc., a Delaware corporation ("Infinity"), as
scheduled, if at all, and those associated with the ability of the combined
company to achieve the anticipated benefits of the merger. Actual results and
developments may differ materially from those described or incorporated by
reference in this Report. For more information about SunGard and risks arising
when investing in SunGard, investors are directed to SunGard's most recent
report on Form 10-K as filed with the Securities and Exchange Commission (the
"SEC").
On October 17, 1997, SunGard entered into an Agreement and Plan of Merger
and Reorganization (the "Reorganization Agreement") among Sungard, Infinity and
Information Data Inc., a Delaware corporation and a wholly-owned subsidiary of
SunGard ("Merger Sub"). The description contained in this Item 5 of the
transactions contemplated by the Reorganization Agreement is qualified in its
entirety by reference to the full text of the Reorganization Agreement, a copy
of which is attached to this Report as Exhibit 99.1.
The Reorganization Agreement contemplates that, subject to the satisfaction
of certain conditions set forth therein, including the approval and adoption of
the Reorganization Agreement by the requisite vote of Infinity's stockholders
and the expiration or early termination of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, Merger Sub would be
merged into Infinity. As a result of the merger of Merger Sub into Infinity (the
"Merger"), Infinity would become a wholly-owned subsidiary of SunGard. Under the
terms of the Reorganization Agreement, each outstanding share of Infinity's
common stock would be converted into 0.68 of a share of SunGard common stock. In
addition, SunGard will assume outstanding options exercisable for Infinity
common stock on the terms set forth in Section 5.4 of the Reorganization
Agreement. The Merger is intended to be a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and is intended to be accounted for
as a pooling-of-interests.
On October 17, 1997, SunGard issued a press release relating to the
execution of the Reorganization Agreement. A copy of the press release is
attached hereto as Exhibit 99.2.
In connection with the execution of the Reorganization Agreement, each of
Terry H. Carlitz, James Dorrian, Till M. Guldimann, Roger A. Lang, Jr., Michael
A. Laven, Douglas M. Leone, John C. Lewis, Sequoia Capital Growth Fund and
Sequoia Technology Partners III, who collectively beneficially own approximately
46.8% of the outstanding shares of common stock of Infinity, entered into Voting
Agreements with SunGard pursuant to which such person agreed to vote his or its
shares in favor of the Merger. The description contained in this Item 5 of the
transactions contemplated by the Voting Agreement is qualified in its entirety
by reference to the full text of the Voting Agreement, the form of which is
attached to this Report as Exhibit 99.3.
2.
A registration statement relating to the SunGard common stock to be issued
in connection with the Merger has not yet been filed with the SEC, nor has a
proxy statement relating to a vote of Infinity's stockholders on the Merger been
filed with the SEC. The SunGard common stock may not be offered, nor may offers
to acquire such stock be accepted, prior to the time such a registration
statement becomes effective. This Report shall not constitute an offer to sell
or the solicitation of an offer to buy any SunGard common stock or any other
security, and shall not constitute the solicitation of any vote with respect to
the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
99.1 Agreement and Plan of Merger and Reorganization dated as of October
17, 1997, among SunGard, Merger Sub and Infinity.
99.2 Press Release dated October 17, 1997 relating to the execution of
the Reorganization Agreement.
99.3 Form of Voting Agreement dated as of October 17, 1997, a
substantially similar version of which has been executed by SunGard
and each of Terry H. Carlitz, James Dorrian, Till M. Guldimann,
Roger A. Lang, Jr., Michael A. Laven, Douglas M. Leone, John C.
Lewis, Sequoia Capital Growth Fund and Sequoia Technology Partners
III.
3.
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 DATA SYSTEMS INC.
Dated: October 27, 1997 By: /s/ Michael J. Ruane
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Michael J. Ruane
Vice President-Finance and Chief
Financial Officer
4.