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): April 21, 2003
--------------
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-11521 23-1701520
---------------------------- ------------ -------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4 Country View Road, Malvern, Pennsylvania 19355
--------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 647-5930
--------------
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
---------- -----------
99.1 Certain Information Discussed in April 21, 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, the contents
of which are incorporated by reference into this Item 9.
Item 12. Results of Operations and Financial Condition.
On April 21, 2003, the Company held a broadly accessible conference
call with investors to discuss the Company's financial results announced in a
press release issued on April 16, 2003. Certain information discussed during the
conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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. With respect to each such non-GAAP financial
measure, the Company has disclosed in the conference call the most directly
comparable financial measure calculated and presented in accordance with
generally accepted accounting principles ("GAAP") and has provided a
reconciliation of each non-GAAP financial measure to the most directly
comparable GAAP financial measure. 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 reconciliation of the Non-GAAP to GAAP financial measures
was orally discussed during the conference call as follows:
Quarter Ended Quarter Ended
Reconciliation of Non-GAAP to GAAP Financial Measures March 31, 2003 March 31, 2002
----------------------------------------------------- -------------- --------------
Earnings per share from continuing operations,
before restructuring charge (non-GAAP) $.04 $.10
Restructuring charge ($.03) ($.08)
Earnings per share from continuing operations (GAAP) $.02* $.02
* Due to rounding
Quarter Ended Quarter Ended
Reconciliation of Non-GAAP to GAAP Financial Measures March 31, 2003 December 31, 2002
----------------------------------------------------- -------------- -----------------
Earnings per share from continuing operations, before
restructuring charge or gain on bond repurchase (non-GAAP) $.04 $.04
Restructuring charge ($.03)
Gain on Bond Repurchase $.03
Earnings per share from continuing operations (GAAP) $.02* $.06*
* Due to rounding
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 25, 2003 Systems & Computer Technology Corporation
By: /s/ Eric Haskell
---------------------------------------
Eric Haskell
Executive Vice President, Finance &
Administration, Treasurer and
Chief Financial Officer
Exhibit Index
Exhibit
Number Description
---------- ----------------------------------------------------------------
99.1 Certain Information Discussed in April 21, 2003 Conference Call.