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): January 2, 1998
SUNGARD DATA SYSTEMS INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-12989 51-0267091
(Commission File No.) (IRS Employer
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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Current Report on Form 8-K (the "Report") contains forward looking
statements that involve risks and uncertainties, including risks that the
integration of the operations, technologies, products and employees of SunGard
Data Systems Inc., a Delaware corporation ("SunGard"), and Infinity Financial
Technology, Inc., a Delaware corporation ("Infinity"), might not occur as
anticipated; that the synergies expected to result from the merger described
below might not occur as anticipated; that management's attention might be
diverted from day-to-day business activities; and that greater than normal
employee turnover might occur. In addition, there are normal risks and
uncertainties associated with SunGard's business, including risks relating to
the timing and magnitude of software sales, timely development, acceptance and
pricing of new products and technological advances and the impact of competitive
conditions. Actual results and developments may differ materially from those
described in this Report. For more information about SunGard and risks relating
to investing in SunGard, refer to SunGard's most recent reports on Form 10-K and
Form 10-Q, and to Amendment No. 1 to the Form S-4 Registration Statement
relating to the merger described below, as filed by SunGard with the United
States Securities and Exchange Commission (the "Commission").
On January 2, 1998, Information Data Inc. ("Merger Sub"), which was a
wholly owned subsidiary of SunGard, was merged with and into Infinity, pursuant
to an Agreement and Plan of Merger and Reorganization (the "Agreement") dated as
of October 17, 1997 among SunGard, Merger Sub and Infinity. The terms of the
Agreement were determined through arms' length negotiations between SunGard and
Infinity.
The merger of Merger Sub with and into Infinity (the "Merger") became
effective at the time of the filing of a Certificate of Merger with the Delaware
Secretary of State on January 2, 1998 (the "Effective Time"). At the Effective
Time: (i) Merger Sub ceased to exist; (ii) Infinity, as the surviving
corporation in the Merger, became a wholly owned subsidiary of SunGard; and
(iii) subject to the provisions of the Agreement relating to the payment of cash
in lieu of fractional shares, each share of Infinity Common Stock, par value
$0.001 per share ("Infinity Common Stock"), outstanding immediately prior to the
Effective Time (except for any such shares held by Infinity as treasury stock
and any such shares held by SunGard or any subsidiary of SunGard or Infinity,
which shares, if any, were canceled) was converted into the right to receive
sixty-eight hundredths (0.68) of a share of Common Stock, $0.01 par value per
share, of SunGard ("SunGard Common Stock").
In addition, pursuant to the Agreement, at the Effective Time, all rights
with respect to Infinity Common Stock under Infinity stock options then
outstanding, were converted into and became rights with respect to SunGard
Common Stock, and SunGard assumed each such outstanding Infinity stock option in
accordance with the terms of the stock option plan under which it was issued and
the stock option agreement by which it is evidenced. By virtue of the
assumption by SunGard of such Infinity stock options, from and after the
Effective Time: (i) each Infinity stock option assumed by SunGard may be
exercised solely for SunGard Common Stock; (ii) the number of shares of SunGard
Common Stock subject to each such Infinity stock option is equal to the number
of shares of Infinity Common Stock subject to such Infinity stock
2.
option immediately prior to the Effective Time multiplied by 0.68 (the exchange
ratio in the Merger), rounded down to the nearest whole share (with cash, less
the applicable exercise price, being payable for any fraction of a share); and
(iii) the per share exercise price under each such Infinity stock option was
adjusted by dividing the per share exercise price under such Infinity stock
option by 0.68 and rounding up to the nearest cent.
The former stockholders of Infinity are receiving approximately
13,223,128 shares of SunGard Common Stock pursuant to the Merger. In addition,
approximately 1,684,658 shares of SunGard Common Stock may be issued in
connection with the exercise of the Infinity stock options assumed by SunGard.
The Merger is intended to be a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and is expected to be accounted for as a
pooling of interests. A copy of the press release announcing the consummation
of the Merger is attached hereto as Exhibit 99.1.
Infinity develops, markets and supports enterprise software solutions for
financial trading and risk management. Infinity targets global organizations
that manage complex financial assets and has about seventy installations,
including some of the premier financial institutions worldwide. Infinity's suite
of off-the-shelf applications, which run on Windows NT and UNIX operating
systems, are based on the open Infinity Data Model and Fin++ Class Library.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of the Business Acquired
The required financial statements with respect to the acquired
business referred to in Item 2 of this Report are incorporated by reference
from:
(1) the consolidated financial statements and schedule of Infinity
included in Infinity's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as filed with the Commission on March 31,
1997; and
(2) the financial statements of Infinity included in Infinity's
Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1997, as filed with the Commission on November 14, 1997.
(b) Pro Forma Financial Information
The required pro forma financial information with respect to the
acquired business referred to in Item 2 of this Report are incorporated by
reference from pages 50 through 57 of the Proxy Statement/Prospectus included in
Amendment No. 1 to SunGard's Form S-4 Registration Statement (No. 333-40053), as
filed with the Commission on November 28, 1997.
3.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2 Agreement and Plan of Merger and Reorganization dated as of
October 17, 1997, among SunGard, Merger Sub and Infinity
(incorporated by reference to SunGard's Current Report on Form
8-K filed with the Commission on October 27, 1997)
23.1 Consent of Ernst & Young LLP, Independent Auditors
99.1 Press Release of SunGard dated January 2, 1998
99.2 Pages 21 through 35 of Infinity's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, as filed with the
Commission on March 31, 1997
99.3 Pages 2 through 7 of Infinity's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997, as filed with
the Commission on November 14, 1997
99.4 Pages 50 through 57 of the Proxy Statement/Prospectus included
in Amendment No. 1 to SunGard's Form S-4 Registration Statement
(No. 333-40053), as filed with the Commission on November 28,
1997
4.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
SUNGARD DATA SYSTEMS INC.
Dated: January 16, 1998 By: /s/ Michael J. Ruane
______________________
Michael J. Ruane
Vice President-Finance and
Chief Financial Officer
5.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2 Agreement and Plan of Merger and Reorganization dated as of
October 17, 1997, among SunGard, Merger Sub and Infinity
(incorporated by reference to SunGard's Current Report on Form
8-K filed with the Commission on October 27, 1997)
23.1 Consent of Ernst & Young LLP, Independent Auditors
99.1 Press Release of SunGard dated January 2, 1998
99.2 Pages 21 through 35 of Infinity's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, as filed with the
Commission on March 31, 1997
99.3 Pages 2 through 7 of Infinity's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1997, as filed with
the Commission on November 14, 1997
99.4 Pages 50 through 57 of the Proxy Statement/Prospectus included
in Amendment No. 1 to SunGard's Form S-4 Registration Statement
(No. 333-40053), as filed with the Commission on November 28,
1997
6.