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EX-99.1 - EX-99.1 - SUNGARD DATA SYSTEMS INCw80313exv99w1.htm
 
 
UNITED STATES
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): November 1, 2010
Commission file numbers:
SunGard Capital Corp. 000-53653
SunGard Capital Corp. II 000-53654
SunGard Data Systems Inc. 1-12989
SunGard® Capital Corp.
SunGard® Capital Corp. II
SunGard® Data Systems Inc.
(Exact Name of Registrant as Specified in Charter)
     
Delaware   20-3059890
Delaware   20-3060101
Delaware   51-0267091
(State or other Jurisdiction of Incorporation)   (IRS Employer Identification No.)
Not Applicable
 
(Former name or 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 (see General Instruction A.2. below):
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

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Item 7.01 Regulation FD Disclosure.
     On November 1, 2010, SunGard Data Systems Inc. (the “Company”) provided certain information to prospective investors in connection with a proposed financing, excerpts from which are furnished as Exhibit 99.1 to this report, which are incorporated herein by reference.
     This information and the exhibit attached hereto are being “furnished” pursuant to Item 7.01 and in accordance with general instruction B.2 to Form 8-K shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section, nor shall such information be deemed to be incorporated by reference into any filings under the Securities Act of 1933.
     The presentation includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions which concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Some of the factors that we believe could affect our results include:
  our high degree of debt-related leverage;
 
  general economic and market conditions;
 
  the condition of the financial services industry, including the effect of any further consolidation among financial services firms;
 
  the integration of acquired businesses, the performance of acquired businesses, and the prospects for future acquisitions;
 
  the effect of war, terrorism, natural disasters or other catastrophic events;
 
  the effect of disruptions to our systems and infrastructure;
 
  the timing and magnitude of software sales;
 
  the timing and scope of technological advances;
 
  customers taking their information availability solutions in-house;
 
  the trend in information availability toward solutions utilizing more dedicated resources;
 
  the market and credit risks associated with clearing broker operations;
 
  the ability to retain and attract customers and key personnel;
 
  risks relating to the foreign countries where we transact business;
 
  the ability to obtain patent protection and avoid patent-related liabilities in the context of a rapidly developing legal framework for software and business-method patents; a material weakness in our internal controls; and
 
  unanticipated changes in our tax provision or the adoption of new tax legislation.


 

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The factors described in this paragraph and other factors that may affect our business or future financial results, as and when applicable, are discussed in our filings with the SEC. We assume no obligation to update any written or oral forward-looking statements made by us or on our behalf as a result of new information, future events or other factors.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits.
     
Exhibit    
Number   Description
 
   
99.1
  Excerpts from materials provided to prospective investors on November 1, 2010.
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 CAPITAL CORP.
SUNGARD CAPITAL CORP. II
 
 
Date: November 1, 2010  By:   /s/ Robert F. Woods    
    Robert F. Woods   
    Executive Vice President and Chief Financial Officer   
 
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.
 
 
Date: November 1, 2010  By:   /s/ Robert F. Woods    
    Robert F. Woods   
    Senior Vice President - Finance and Chief Financial Officer