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): May 6, 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 Letter dated May 6, 2003 to Tocqueville Asset Management L.P.
Item 9. Regulation FD Disclosure.
This Current Report on Form 8-K is being furnished pursuant to Item 9.
Regulation FD Disclosure and 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 May 6, 2003, Systems & Computer Technology Corporation, a Delaware
corporation (the "Company"), sent a letter to Tocqueville Asset Management L.P.
The letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The
disclosure in this Form 8-K of any financial information shall not constitute an
admission that such information is material.
Statements made in the letter about the Company's accomplishments and
its intentions, beliefs, expectations, or predictions for the future, including
without limitation information about cost savings and improvements in operating
results and operating margins expected to result from the repositioning of the
Company and the actions taken as outlined in the letter, represent management's
best estimates, have not been reviewed by the Company's outside auditors and, to
the extent that they are forward-looking statements, are subject to a number of
risks, assumptions and uncertainties that could cause the Company's actual
results to differ materially from those projected. Readers are cautioned that
these statements are only predictions and may differ materially from actual
future events or results. These risks, assumptions and uncertainties include,
without limitation: the ability of the Company to complete and deliver products
and services cost effectively and on a timely basis; technological shifts;
economic and geopolitical conditions in the U.S. and abroad; the ability of the
Company and its alliance partners to accomplish their integration plans and to
meet development and implementation schedules cost-effectively and on a timely
basis; the ability to develop and market innovative products and services
offerings cost-effectively and on a timely basis; market acceptance of new
products and services; continued acceptance of existing products and services;
competitive and pricing pressures in the higher education market; the mix of
products and services the Company sells; the Company's ability to efficiently
integrate acquired businesses; maturing product life cycles; implementation of
operating cost structures that align with revenue; the financial condition of
our customers and alliance partners; the ability to achieve better services
utilization rates and improve services margins; the continued ability to obtain
or protect intellectual property rights; the Company's ability to attract and
retain highly skilled personnel; and other risks and uncertainties referenced in
the Company's other filings with the Securities and Exchange Commission,
including but not limited to the Company's annual report on Form 10-K for the
fiscal year ended September 30, 2003 and quarterly reports on Form 10-Q filed
thereafter. All information contained in the letter is as of May 6, 2003. The
Company undertakes no duty to update any forward-looking statement to conform
the statement to actual results or changes in the Company's expectations.
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: May 6, 2003 Systems & Computer Technology Corporation
By: 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 Letter dated May 6, 2003 to Tocqueville Asset Management L.P.