SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 4, 2003
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SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-11521 23-1701520
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4 Country View Road, Malvern, Pennsylvania 19355
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 647-5930
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release dated April 4, 2003 entitled "SCT Estimates
Second Quarter Earnings, Announces Conference Call."
99.2 Text of script for April 4, 2003 Conference Call.
Item 9. Regulation FD Disclosure.
This Current Report on Form 8-K is being furnished pursuant to Item 12.
See "Item 12. Results of Operations and Financial Condition" below.
Item 12. Results of Operations and Financial Condition.
On April 4, 2003, Systems & Computer Technology Corporation, a Delaware
corporation (the "Company"), issued a press release reporting estimated earnings
for its second quarter ended March 31, 2003. The press release also contains
other estimated financial information for the Company's second quarter ended
March 31, 2003. The press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
On April 4, 2003, the Company held a broadly accessible conference call
with investors to discuss the Company's preliminary results announced in the
press release. A script read by officers of the Company during the conference
call is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The press release and the disclosures by the Company during the
conference call included one or more "non-GAAP financial measures" within the
meaning of the Securities and Exchange Commission's Regulation G. These non-GAAP
financial measures have been presented because management uses this information
in monitoring and evaluating the Company's on-going financial results and trends
and believes that as a result, this information will be useful to investors. The
disclosure in this Form 8-K of any financial information shall not constitute an
admission that such information is material.
The following is a reconciliation of the Non-GAAP to GAAP financial
measures:
Quarter Ended Quarter Ended
Reconciliation of Non-GAAP to GAAP Financial Measures March 31, 2003 March 31, 2002
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Estimated earnings per share from continuing operations,
before restructuring charge (non-GAAP) $.02-$.05 $.10
Restructuring charge ($.03) ($.08)
Earnings (loss) per share from continuing operations (GAAP) ($.01)-$.02 $.02
SIGNATURE
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 duly authorized.
Date: April 9, 2003 Systems & Computer Technology Corporation
By: /s/ Eric Haskell
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Eric Haskell
Executive Vice President, Finance &
Administration, Treasurer
and Chief Financial Officer
Exhibit Index
Exhibit
Number Description
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99.1 Press Release dated April 4, 2003 entitled "SCT Estimates
Second Quarter Earnings, Announces Conference Call."
99.2 Text of script for April 4, 2003 Conference Call.