===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Name of Subject Company (Issuer))
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Name of Filing Person (Offeror))
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
871873105
(CUSIP Number Of Class Of Securities)
(Underlying Common Stock)
---------------
Richard A. Blumenthal
General Counsel
Systems & Computer Technology Corporation
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
Telephone: (610) 647-5930
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
---------------
with a copy to:
Barry M. Abelson
Robert A. Friedel
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, Pennsylvania 19103
Telephone: (215) 981-4000
---------------
CALCULATION OF FILING FEE
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Transaction Amount of Filing Fee
Valuation*
$1,068.30
$13,205,231
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* Calculated solely for the purpose of determining the amount of the
filing fee, based upon the purchase of 3,040,271 options at the purchase
price applicable to each option. The purchase price for each option is
the amount by which $16.50 exceeds the exercise price of the option.
This offer relates to the following options with the respective exercise
prices set forth below: (i) 56,601 options at $6.75; (ii) 2,000 options
at $6.955; (iii) 500 options at $7.00; (iv) 50,000 options at $7.15; (v)
1,500 options at $7.37; (vi) 15,000 options at $8.125; (vii) 31,539
options at $8.625; (viii) 3,500 options at $8.73; (ix) 44,667 options at
$9.25; (x) 12,500 options at $9.65; (xi) 310,000 options at $9.6875;
(xii) 14,000 options at $9.875; (xiii) 30,934 options at $10.00; (xiv)
4,000 options at $10.125; (xv) 874,701 options at $10.14; (xvi) 40,000
options at $10.73; (xvii) 7,000 options at $10.95; (xviii) 18,000
options at $11.00; (xix) 1,000 options at $11.24; (xx) 287,820 options
at $11.25; (xxi) 253,850 options at $12.29; (xxii) 196,350 options at
$14.625; (xxiii) 2,000 options at $14.75; (xxiv) 12,500 options at
$15.19; (xxv) 3,000 options at $15.9375; and (xxvi) 767,309 options at
exercise prices greater than or equal to $16.50. The amount of the
filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals $80.90 per $1,000,000 of the
transaction valuation.
[ ] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: ___________________ Filing Party: _______________
Form or Registration No.: _________________ Date Filed: _________________
[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
[X] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
[ ] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
[ ] SCHEDULE 13D UNDER RULE 13D-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase, dated
January 9, 2004 (the "Offer to Purchase"), attached hereto as Exhibit (a)(1),
under "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address.
The issuer is Systems & Computer Technology Corporation, a
Delaware corporation, whose principal executive office is located at Great
Valley Corporate Center, 4 Country View Road, Malvern, Pennsylvania 19355. The
issuer's telephone number is (610) 647-5930.
(b) Securities.
The information set forth in the Offer to Purchase under "The
Offer - Source and Amount of Funds" is incorporated herein by reference.
(c) Trading Market and Price.
The information set forth in the Offer to Purchase under "The
Offer - Market and Trading Information" is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
The information set forth under Item 2(a) above is
incorporated herein by reference. The information set forth in the Offer to
Purchase under "Schedule A - Information Concerning the Directors and Executive
Officers of Systems & Computer Technology Corporation" is incorporated herein by
reference. The filing person is the subject company.
Item 4. Terms of the Transaction.
(a) Material Terms.
The information set forth in the Offer to Purchase under
"Summary Term Sheet," "Questions and Answers About the Offer," "The Offer," "The
Merger" and "Certain U.S. Federal Income Tax Consequences" is incorporated
herein by reference.
(b) Purchases.
The information set forth in the Offer to Purchase under "The
Offer - Interests of Directors and Officers; Transactions and Arrangements
Concerning the Eligible Options" is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Agreements Involving the Subject Company's Securities.
The information set forth in the Offer to Purchase under "The
Offer - Interests of Directors and Officers; Transactions and Arrangements
Concerning the Eligible Options" and "The Merger" is incorporated herein by
reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes.
The information set forth in the Offer to Purchase under "The
Offer - Purpose of the Offer" is incorporated herein by reference.
(b) Use of Securities Acquired.
The information set forth in the Offer to Purchase under "The
Offer - Status of Eligible Options Acquired by Us in the Offer; Accounting
Consequences of the Offer" is incorporated herein by reference.
(c) Plans.
The information set forth in the Offer to Purchase under
"Significant Consequences to Non-Tendering Optionholders," "The Offer - Purpose
of the Offer" and "The Merger" is incorporated herein by reference.
Item 7. Source and Amount of Funds or other Consideration.
(a) Source of Funds.
The information set forth in the Offer to Purchase under "The
Offer - Source and Amount of Funds" is incorporated herein by reference.
(b) Conditions.
Not Applicable.
(c) Borrowed Funds.
Not Applicable.
Item 8. Interest in Securities of the Subject Company.
(a) Securities Ownership.
The information set forth in the Definitive Proxy Statement
on Schedule 14A, filed with the Securities and Exchange Commission on
January 8, 2004, as amended, attached hereto as Exhibit (a)(5), under "Security
Ownership of Management and Certain Beneficial Owners" is incorporated herein by
reference.
(b) Securities Transactions.
The information set forth in the Offer to Purchase under "The
Offer - Interests of Directors and Officers; Transactions and Arrangements
Concerning the Eligible Options" is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated Or Used.
(a) Solicitations or Recommendations.
Not applicable.
Item 10. Financial Statements.
(a) Financial Information.
Not applicable.
(b) Pro Forma Information.
Not applicable.
Item 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
The information set forth in the Offer to Purchase under "The
Offer - Legal Matters and Regulatory Approvals" and "The Merger - Conditions to
the Completion of the Merger" is incorporated herein by reference.
(b) Other Material Information.
The information set forth in the Offer to Purchase under
"Significant Consequences to Non-Tendering Optionholders" is incorporated herein
by reference.
Item 12. Exhibits.
(a) (1) Offer to Purchase, dated January 9, 2004.
(2) Form of Election to Tender Eligible Options.
(3) Form of letter to optionholders.
(4) Form of Notice of Withdrawal.
*(5) Issuer's Definitive Proxy Statement on
Schedule 14A (filed with the Securities and
Exchange Commission on January 8, 2004, as
amended, and incorporated herein by
reference).
(b) Not applicable.
(d) Not applicable.
*(1) Systems & Computer Technology
Corporation 1990 Employees' Stock Option
Plan, as amended (incorporated herein by
reference to Exhibit A to the Proxy
Statement filed with the Securities and
Exchange Commission by Systems & Computer
Technology Corporation and dated January 29,
1990).
*(2) Systems & Computer Technology
Corporation 1994 Long-Term Incentive Plan,
as amended through November 14, 2000
(incorporated herein by reference to Exhibit
4.1 to Form S-8 filed with the Securities
and Exchange Commission by Systems &
Computer Technology Corporation on December
4, 2003).
(g) Not applicable.
(h) Not applicable.
_______________________
* Incorporated by reference.
Item 13. Information Required by Schedule 13e-3.
(a) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Systems & Computer Technology Corporation
/s/ Eric Haskell
--------------------------------------------------
Executive Vice President, Finance & Administration;
Treasurer; and Chief Financial Officer
Date: January 9, 2004
Exhibit (a) (1)
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
OFFER TO PURCHASE
OPTIONS TO PURCHASE ITS COMMON STOCK
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THIS OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME,
ON FEBRUARY 12, 2004, UNLESS THE OFFER IS EXTENDED.
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Systems & Computer Technology Corporation, ("SCT", "we" or
"us"), upon the terms and subject to the conditions set forth in this offer to
purchase and the accompanying election form, hereby offers to purchase for
cancellation certain outstanding options to purchase shares of our common stock,
$.01 par value per share, in exchange for a cash payment, as described below.
The offer is limited to outstanding vested and unvested options granted under
our 1990 Employees' Stock Option Plan and our 1994 Long-Term Incentive Plan
(which we refer to throughout this offer to purchase as "eligible options").
Upon the completion of the offer, (1) each eligible option (whether vested or
unvested) that is owned by an optionholder who has elected to participate in
this offer and that has not expired or been exercised or withdrawn from the
offer will be cancelled and (2) for each of these eligible options (whether
vested or unvested) we will pay to the optionholder the amount by which $16.50
exceeds the exercise price of the eligible options, if any, rounded to the
nearest whole cent, reduced in each case by any applicable tax withholding.
Throughout this offer to purchase, we refer to the excess of $16.50 over the
exercise price of an eligible option as that option's "spread."
This offer is being made in connection with the proposed
merger of SCT with Schoolhouse Acquisition Corp Inc., a wholly owned subsidiary
of SunGard Data Systems Inc., pursuant to which each outstanding share of SCT
common stock will be converted into the right to receive $16.50 in cash. The
consummation of this offer is conditioned upon the completion of the merger. We
expect that the offer will be consummated promptly following completion of the
merger.
This offer is not conditioned on any minimum number of
optionholders electing to participate in this offer or on any minimum total
number of eligible options being tendered. However, participation in the offer
will require an optionholder to tender all of his or her eligible options in the
offer, and the offer is further subject to the conditions described in this
offer to purchase, including the completion of the merger. See "The Offer -
Conditions."
Any holder desiring to participate in this offer and tender
all of his or her eligible options should complete and sign the election form,
or a copy of it, in accordance with the instructions in the form and mail,
deliver or send by facsimile transmission the manually signed election form or
copy, to the address or facsimile number listed below. See "The Offer -
Procedures for Tendering Eligible Options."
The board of directors of SCT has approved the merger
agreement and recommended approval of the merger agreement to the SCT
stockholders. In connection with its approval of the merger agreement, the board
of directors of SCT has approved this offer and recommends that you tender your
eligible options for cash in this offer. . For a discussion of the significant
consequences of your decision not to tender, see "Significant Consequences to
Non-Tendering Optionholders."
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Completed election forms and questions and requests for assistance or for
additional copies of this offer to purchase or the related election form may be
directed to Mary Ellen Roth at Systems & Computer Technology Corporation at
(610) 578-5206 (telephone) OR (610) 578-7411 (facsimile).
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January 9, 2004
IMPORTANT
If you elect to tender your eligible options, you must
complete and sign the election form accompanying this offer to purchase in
accordance with its instructions, and deliver it (or a facsimile thereof),
together with all other documents required by the election form to:
Systems & Computer Technology Corporation
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
Attention: Mary Ellen Roth
Telephone: (610) 578-5206
Facsimile: (610) 578-7411
We are not aware of any jurisdiction where the making of the
offer is not in compliance with the laws of such jurisdiction. If we become
aware of any jurisdiction where the making of the offer would not be in
compliance with such laws, we will make a good faith effort to comply with any
such laws or seek to have such laws declared inapplicable to the offer. If,
after such good faith effort, we cannot comply with any such applicable laws,
the offer will not be made to, nor will election forms be accepted from or on
behalf of, the holders residing in such jurisdiction.
We have not authorized any person to make any recommendation
on our behalf as to whether or not you should tender your eligible options
pursuant to the offer. You should rely only on the information contained in this
document or to which we have referred you. This offer to purchase is dated
January 9, 2004. You should not assume that the information contained in this
offer to purchase is accurate as of any date other than such date and the
mailing of this offer to purchase will not create any implication that the
information contained in this offer to purchase is accurate as of any other
date. However, if a material change occurs in the information set forth in the
offer to purchase, we will promptly notify you of such change. We have not
authorized anyone to make any representations in connection with the offer or to
provide you with information that is different from or other than the
representations and information contained in this offer to purchase or in the
related election form. If anyone makes any recommendation or representation to
you or gives you any information, you must not rely upon that recommendation,
representation or information as having been authorized by us.
THE OFFER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
PAGE
----
SUMMARY TERM SHEET................................................................................................1
QUESTIONS AND ANSWERS ABOUT THE OFFER.............................................................................3
FORWARD LOOKING STATEMENTS........................................................................................7
SIGNIFICANT CONSEQUENCES TO NON-TENDERING OPTIONHOLDERS...........................................................8
THE OFFER.........................................................................................................9
Purpose of the Offer..............................................................................................9
Conditions........................................................................................................9
Procedures for Tendering Eligible Options........................................................................10
Acceptance of and Payment for the Eligible Options...............................................................11
Withdrawal Rights................................................................................................11
Extension, Amendment and Termination of the Offer................................................................12
Source and Amount of Funds.......................................................................................12
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Eligible Options.....13
Status of Eligible Options Acquired By Us in the Offer; Accounting Consequences of the Offer.....................14
Legal Matters and Regulatory Approvals...........................................................................14
Fees and Expenses................................................................................................14
Appraisal Rights.................................................................................................15
Market and Trading Information...................................................................................15
THE MERGER.......................................................................................................16
General..........................................................................................................16
Conditions to the Completion of the Merger.......................................................................16
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.....................................................................18
INFORMATION REGARDING PROXY STATEMENT............................................................................19
AVAILABLE INFORMATION............................................................................................20
SUMMARY TERM SHEET
This summary term sheet highlights the material terms of the
offer but does not contain all of the information that will be important to you.
You should read this summary together with the offer to purchase, the election
form and the other documents we refer to in this offer to purchase. We are
providing this summary of terms for your convenience. It highlights material
information in this document, but you should realize that it does not describe
all of the details of the offer to the same extent described later in this
document. Where helpful, we have included references to the sections of this
document where you will find a more complete discussion. All references to
"SCT," "us," "we" and "our" refer to Systems & Computer Technology Corporation,
a Delaware corporation, having its principal executive offices at Great Valley
Corporate Center, 4 Country View Road, Malvern, Pennsylvania 19355 and its
principal telephone number of (610) 647-5930.
THE OFFER. You are being offered the opportunity to tender all of your options
to purchase our common stock which were granted under our 1990 Employees' Stock
Option Plan and our 1994 Long-Term Incentive Plan. We refer to these stock
options in this offer to purchase as the "eligible options." If you elect to
participate in this offer, all of your eligible options will be cancelled for
the payment described below. See "The Offer."
PAYMENT FOR YOUR ELIGIBLE OPTIONS. Unless we terminate the offer prior to the
expiration date or the conditions to the offer are not satisfied, upon
completion of the offer, in exchange for each eligible option tendered that has
not previously expired or been exercised or withdrawn from the offer, we will
(1) cancel the eligible option and (2) pay you the amount by which $16.50
exceeds the exercise price of the eligible option, if any, rounded to the
nearest whole cent (also referred to in this offer to purchase as the option's
"spread"), reduced in each case by any applicable tax withholding. Any eligible
options that you tender with an exercise price of $16.50 or greater have a
spread of zero and will be cancelled in the offer with no payment being made to
you for those options. See "The Offer."
DURATION OF THE OFFER. The offer will expire at 5:00 p.m., Eastern Standard
Time, on February 12, 2004, unless we choose to extend the offer or to terminate
the offer before that time. Subject to applicable laws and the terms described
in this offer to purchase, we are reserving the right to extend or terminate the
offer in our reasonable discretion. See "The Offer."
CONDITIONS OF THE OFFER. This offer is not subject to participation by any
minimum number of optionholders in this offer or to any minimum total number of
eligible options being tendered. However, participation in the offer will
require an optionholder to tender all of his or her eligible options (including
those options with an exercise price of $16.50 or greater) in the offer, and the
offer is conditioned upon, among other conditions, the completion of the merger.
We expect that the offer will be consummated promptly upon completion of the
merger. See "The Offer - Conditions" and "The Merger - Conditions to the
Completion of the Merger."
CONSEQUENCES OF FAILURE TO TENDER. If you choose not to participate in this
offer and not to tender all of your eligible options, they will remain
outstanding in accordance with their current terms and conditions. If the merger
is consummated, however, SCT will no longer be a public company and its common
stock will no longer be traded on Nasdaq. If you retain your eligible options
following the merger, you will retain the right to exercise your eligible
options to the extent provided by the current terms and conditions of the
options, but you will not be entitled to receive the cash payment being made
under this offer, which provides payment for eligible options regardless of
whether they are unvested. See "Significant Consequences to Non-Tendering
Optionholders."
PURPOSE OF THE OFFER. We have entered into a merger agreement with SunGard Data
Systems Inc. and Schoolhouse Acquisition Corp. Inc., a wholly owned subsidiary
of SunGard Data Systems Inc., pursuant to which SCT will be merged with
Schoolhouse Acquisition Corp. Inc. and each outstanding share of SCT common
stock will be converted into the right to receive $16.50 in cash. We have agreed
in the merger agreement to make this offer to you. We are making this offer in
order to provide a means for our optionholders to receive value for their vested
and unvested in-the-money stock options in connection with, and upon completion
of, the merger. We are also making this offer in order to reduce the number of
SCT stock options that will remain outstanding following the merger, because our
1990 Employees' Stock Option Plan and our 1994 Long-Term Incentive Plan do not
unilaterally permit us to terminate the eligible options in the context of a
transaction like the merger. See "The Offer - Purpose of the Offer."
TREATMENT OF ELIGIBLE OPTIONS OF EXECUTIVE OFFICERS AND DIRECTORS. Our directors
and executive officers may participate in the offer with respect to their
eligible options, in which event, we will purchase their tendered eligible
options on the same terms as any other tendered eligible options. A list of our
directors and executive officers is attached to this offer to purchase as
Schedule A. As of January 7, 2004, such persons, as a group, beneficially owned
a total of 1,033,700 eligible options under the 1990 Employees' Stock Option
Plan and the 1994 Long-Term Incentive Plan, which represented approximately
33.95% of all eligible options outstanding as of that date. See "The Offer -
Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning the Eligible Options."
HOW TO PARTICIPATE IN THE OFFER. If you would like to participate in the offer
and tender all of your eligible options in the offer, you should complete the
election form accompanying this offer to purchase, or a copy of that form, and
return it to us, together with any other documents required by the election
form, at the address or facsimile number listed on the front sheet of this offer
to purchase. In order to participate in the offer, you must properly complete
the election form and return it to us before the expiration of the offer. See
"The Offer - Procedures for Tendering Eligible Options."
WITHDRAWAL FROM THE OFFER. If you deliver an election form to us and later you
would like to withdraw your election form, you must notify us in writing before
the expiration of the offer at the address or facsimile number listed on the
front sheet of this offer to purchase. A notice of withdrawal must be signed by
you and will result in all of your previously tendered eligible options being
withdrawn from the offer. Even if you deliver a notice of withdrawal to us, you
may still re-tender your eligible options by delivering to us another completed
election form prior to the expiration of the offer. See "The Offer - Withdrawal
Rights."
TAX CONSEQUENCES OF THE OFFER. If you are subject to U.S. taxes and you elect to
participate in this offer and tender your eligible options, upon completion of
the offer you will have ordinary compensation income which, if you are an
employee or former employee, will be subject to U.S. federal, and possibly state
and local, withholding. If you do not elect to participate in this offer, you
will not have any current tax consequences as a result of the offer. See
"Certain U.S. Federal Income Tax Consequences." WE RECOMMEND THAT YOU CONSULT
YOUR OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE OFFER.
CONTACT FOR QUESTIONS. If you have any questions about the offer or any of the
matters described in this offer to purchase or the election form, you should
contact the following person at the address or telephone number indicated below:
Mary Ellen Roth
Systems & Computer Technology Corporation
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
Telephone: (610) 578-5206
Facsimile: (610) 578-7411
-2-
QUESTIONS AND ANSWERS ABOUT THE OFFER
The following questions and answers briefly address some commonly asked
questions about the offer. They may not include all the information that is
important to you. We urge you to read carefully the entire offer to purchase and
election form.
Q: Who is making the offer?
A: Systems & Computer Technology Corporation
Q: Which options are eligible to be tendered for a cash payment?
A: We are offering to purchase for a cash payment all outstanding vested
and unvested options to purchase our common stock granted under our
1990 Employees' Stock Option Plan and our 1994 Long-Term Incentive
Plan. We refer to these stock options in this offer to purchase as the
"eligible options." The offer does not apply to any other options,
including those options outstanding under the 1994 Non-Employee
Director Stock Option Plan.
The offer is being made for all eligible options. However, the exercise
price of each eligible outstanding option will determine, in part, the
amount that we will pay for the eligible option, as described below.
Q: How much is SCT offering to pay for my eligible options?
A: If you elect to participate in the offer, then unless we terminate the
offer prior to the expiration date or the conditions to the offer are
not satisfied, upon completion of the offer, in exchange for each of
your eligible options (whether vested or unvested) that has not
previously expired or been exercised or withdrawn from the offer, we
will (1) cancel the eligible option (whether vested or unvested) and
(2) pay you the amount by which $16.50 exceeds the exercise price of
the eligible option, if any, rounded to the nearest whole cent (also
referred to in this offer to purchase as the option's "spread"),
reduced in each case by any applicable tax withholding. Any eligible
options (whether vested or unvested) that you tender with an exercise
price of $16.50 or greater have a spread of zero and will be cancelled
in the offer with no payment being made to you for those options.
Q: How long will the offer remain open and can the offer period be
extended or the offer be terminated prior to that time?
A: The offer will expire at 5:00 p.m., Eastern Standard Time, on February
12, 2004, unless we choose to extend the offer or to terminate the
offer before that time or are otherwise required by law to extend the
offer; provided, however, that a subsequent offering period may be
provided. Subject to applicable laws and the terms we describe in this
offer to purchase, we are reserving the right to extend or terminate
the offer in our reasonable discretion. If it appears that the merger
will not be completed soon after the expiration date, we expect to
extend the offer. If we extend the expiration date, we will publicly
announce the extension no later than 9:00 a.m., Eastern Standard Time,
on the first business day after the previously scheduled expiration
date. We will not, however, extend the offer if the merger has been
completed before the time of expiration of the offer.
Q: Are there conditions to the completion of this offer?
A: Yes. While the offer is not conditioned upon a minimum number of
optionholders electing to participate in this offer or on any minimum
total number of eligible options being tendered, participation in the
offer will require an optionholder to tender all of his or her eligible
options (including those options with an exercise price of $16.50 or
greater) in the offer. The offer is further subject to the conditions
described in this offer to purchase, including the completion of the
merger. The merger is subject to numerous conditions, which are
described in this offer to purchase.
-3-
Q: Why is SCT making the offer?
A: We have entered into a merger agreement with SunGard Data Systems Inc.
and Schoolhouse Acquisition Corp. Inc., a wholly owned subsidiary of
SunGard Data Systems Inc., pursuant to which SCT will be merged with
Schoolhouse Acquisition Corp. Inc. and each outstanding share of SCT
common stock will be converted into the right to receive $16.50 in
cash. We are making this offer in order to provide a means for our
optionholders to receive value for their vested and unvested
in-the-money stock options in connection with, and upon completion of,
the merger. We are also making this offer in order to reduce the number
of SCT stock options that will remain outstanding following the merger,
because our 1990 Employees' Stock Option Plan and our 1994 Long-Term
Incentive Plan do not unilaterally permit us to terminate the eligible
options in the context of a transaction like the merger.
Q: What happens if the merger agreement is terminated?
A: If the merger agreement is terminated, this offer will become null and
void and we will not pay any consideration in exchange for eligible
options tendered to us. Under those circumstances, you will continue to
hold your eligible options to purchase our common stock under the same
terms, conditions and stock option plans as applied before the offer.
Q: Will our executive officers or directors participate in this offer?
A: The offer is open to all optionholders who hold eligible options,
including our board of directors and our executive officers.
Q: When and how will payment be made?
A: Subject to the terms and conditions of the offer, payment for eligible
options purchased will be made promptly after the expiration date.
Q: How do I participate in the offer and tender my eligible options?
A: If you decide to participate in the offer and tender your eligible
options, you must return to us, before the expiration date, a properly
signed and completed election form, or a copy of that form, and any
other documents required by the election form at the address or
facsimile number on the front sheet of this offer to purchase. We may
reject any election form delivered to us to the extent that we
determine it is not properly completed or to the extent we believe it
would be unlawful to accept the tendered eligible options. Although we
may later extend, terminate or amend the offer, we currently expect to
accept all properly tendered eligible options promptly after the offer
expires. If you do not properly complete, sign and deliver to us the
election form before the expiration date of the offer, it will have the
same effect as if you rejected the offer.
Q: Do I have to pay a commission if I tender my eligible options?
A: No. We will not require you to pay a commission if you tender your
eligible options.
Q: Can I withdraw my tendered eligible options?
A: Yes. You may withdraw the tender of your eligible options at any time
before the expiration date. To withdraw previously tendered eligible
options, you must notify us in writing at the address or facsimile
number on the front sheet of this offer to purchase. A notice of
withdrawal must be signed by you and will result in all of your
previously tendered eligible options to be withdrawn from the offer.
However, you may tender your eligible options again by following the
proper tendering procedures. We may reject any notice of withdrawal
delivered to us to the extent that we determine it is not properly
completed. If you previously have properly completed, signed and
delivered an election form to us and you do not properly complete, sign
and deliver to us a notice of withdrawal before the expiration of the
offer, it will have the same effect as if you accepted the offer. There
will be no withdrawal rights during any subsequent offering period.
-4-
Q: What will happen to my eligible options if I do not tender my eligible
options in the offer?
A: If you choose not to tender your eligible options, they will remain
outstanding in accordance with their original terms and conditions. If
the merger is consummated, however, SCT will no longer be a public
company and its common stock will no longer be traded on Nasdaq or any
other stock market. As a result, your eligible options will be options
to purchase shares of common stock of a company:
o for which there is no public trading market;
o which will no longer make filings with the Securities and
Exchange Commission; and
o which will not be required to comply with the Securities and
Exchange Commission's rules relating to publicly-held
companies.
If you retain your eligible options following the merger, although you
will retain the right to exercise your eligible options to the extent
provided by the current terms and conditions of the options, you will
not be entitled to receive the cash payment being made under this offer
(which provides payment for eligible options regardless of whether they
are unvested). Furthermore, you will not receive any payment or other
consideration for your options pursuant to the merger agreement. See
"Significant Consequences to Non-Tendering Optionholders."
Q: What happens if my eligible options expire prior to the expiration date
of the offer?
A: SCT will only accept for cancellation and purchase those eligible
options that are still outstanding on the expiration date of the offer.
Any option that expires by its terms before the expiration date of this
offer will not be considered outstanding, and no payment will be made
for those options pursuant to this offer. Because of the possibility
that SCT may choose to extend the expiration date of the offer, it is
not possible to determine with any certainty when the offer will
expire. Accordingly, it is your responsibility to decide whether to
exercise any of your eligible options before they expire, whether or
not you have tendered them in this offer.
Q: Can I exercise my eligible options after I have tendered them?
A: Even if you tender your eligible options in this offer, you may still
exercise any of your eligible options to purchase SCT common stock at
any time up to the expiration date of this offer by following the
procedures for exercise set forth in the terms and conditions of your
eligible options.
Q: What happens if I exercise my eligible options into SCT common stock
prior to the expiration date of the offer?
A: If you exercise your eligible options prior to the expiration date of
the offer according to the terms and conditions of your eligible
options, even if you have already tendered the options in this offer,
you will receive shares of our common stock and you will not receive
any payments in this offer. If the merger is then completed and you
have not yet sold the shares, each share of SCT common stock that you
own will be cancelled in the merger and for each cancelled share you
will be entitled to receive $16.50 in cash (unless you successfully
assert appraisal rights).
-5-
Q: How will SCT pay for the tendered eligible options?
A: We will pay approximately $13,255,231 if we purchase all of the
eligible options that are currently outstanding pursuant to this offer.
This amount includes estimated fees and expenses applicable to the
offer. We expect to obtain these funds from cash on hand immediately
prior to the merger and not from the sources that will be used to fund
the merger.
Q: Will I owe any U.S. federal income tax if I tender my eligible options
and receive a cash payment in this offer?
A: Yes. If you elect to participate in the offer and your eligible options
are accepted for cancellation, and you receive a cash payment for your
cancelled eligible options, you will have ordinary compensation income
equal to the amount by which $16.50 exceeds the exercise price of your
eligible options. Taxes will be withheld from any payment made to you
in this offer.
Q: What is the recent market price of the eligible options and the common
stock into which the eligible options are exercisable?
A: Because the options generally are not transferable, there is no market
price for the eligible options. However, each vested eligible option
may be exercised to purchase one share of our common stock at the
designated exercise price for that eligible option. On January 7, 2004,
the last reported sale price of our common stock was $16.44 per share.
Q: Is there someone with whom I can speak if I have questions about the
offer?
A: Yes. You may contact a representative of SCT at the address and the
phone number listed on the front sheet of this offer to purchase if you
have any questions or requests for assistance or for additional copies
of this offer to purchase or the election form.
-6-
FORWARD LOOKING STATEMENTS
This offer to purchase contains forward-looking statements.
Statements that are not historical facts, including statements about
management's and SCT's beliefs and expectations, are forward-looking statements.
Forward-looking statements include statements preceded by, followed by or that
include the words "believes," "expects," "anticipates," "plans," "estimates" or
similar expressions. These statements include, among others, statements
regarding the consummation of this offer and the consummation of the merger and
the transactions contemplated by the merger agreement.
Forward-looking statements are only predictions and are not
guarantees of performance. These statements are based on management's beliefs
and assumptions, which in turn are based on currently available information.
Forward-looking statements involve risks and uncertainties, which could cause
actual results to differ materially from those contained in any forward-looking
statement. Many of these factors are beyond SCT's ability to control or predict.
Such factors include, but are not limited to, delays in the receipt of necessary
financing and third party and governmental consents to complete the merger. SCT
does not undertake any obligation to publicly update or revise any
forward-looking statements because of new information, future events or
otherwise.
-7-
SIGNIFICANT CONSEQUENCES TO NON-TENDERING OPTIONHOLDERS
You should consider the following significant consequences to
non-tendering optionholders when making a decision about whether or not to
tender your eligible options pursuant to the offer.
If you choose not to tender your eligible options in this
offer, they will remain outstanding and may continue to be exercised in
accordance with their current terms and conditions, but you will not be entitled
to receive the cash payment being made under this offer (which provides payment
for eligible options regardless of whether they are unvested). Furthermore, you
will not receive any payment or other consideration for your options pursuant to
the merger agreement.
If you exercise your eligible options prior to the expiration
date of the offer according to the current terms and conditions of your eligible
options, you will receive shares of our common stock and you will not receive
any payments in this offer. If the merger is then completed and you have not yet
sold the shares, each share of SCT common stock that you own will be cancelled
in the merger and for each cancelled share you will be entitled to receive
$16.50 in cash (unless you successfully assert appraisal rights).
If you choose not to tender your eligible options in this
offer and you do not exercise your eligible options before the completion of the
merger and the merger is then completed, SCT will no longer be a public company
and its common stock will no longer be traded on Nasdaq or any other stock
market. As a result, your eligible options will be options to purchase shares of
common stock of a company:
o for which there is no public trading market;
o which will no longer make filings with the Securities
and Exchange Commission; and
o which will not be required to comply with the
Securities and Exchange Commission's rules relating
to publicly-held companies.
Your eligible options which are not tendered in this offer or
exercised prior to completion of the merger will continue to be subject to any
vesting schedule under their current terms. Additionally, pursuant to the terms
of the 1994 Long-Term Incentive Plan, we have the right (in our discretion) to
terminate all or a portion of any options issued under such plan which are
proposed to be exercised by you if we pay you an amount in cash equal to the
difference between (i) the fair market value (as determined by us in our sole
discretion) of the stock which would otherwise be issuable upon the proposed
exercise of the option and (ii) the total exercise price of such proposed option
exercise. Therefore, in the event you choose not to tender your eligible options
in this offer and decide to exercise any eligible options granted under the 1994
Long-Term Incentive Plan after completion of the merger, your right to receive
common stock of SCT will be limited by the foregoing right of SCT to settle the
exercise of your options in cash.
Moreover, to exercise your eligible options, you would be
required to pay in cash: (i) your option exercise price(s), and (ii) income
taxes applicable to your option spread. These cash payments would be due even
though, at the time of exercise, you may not be able to sell the shares acquired
upon option exercise.
-8-
THE OFFER
Upon the terms and subject to the conditions set forth in this
offer to purchase and the accompanying election form, we hereby offer to
purchase for cash any and all outstanding options, whether vested or unvested,
to purchase our common stock granted under our 1990 Employees' Stock Option Plan
and our 1994 Long-Term Incentive Plan. We refer to these stock options in this
offer to purchase as the "eligible options." In exchange for each eligible
option (whether vested or unvested) held by a person who elects to participate
in this offer, unless we terminate the offer prior to the expiration date or the
conditions to the offer are not satisfied, we will (1) cancel the eligible
option (whether vested or unvested) and (2) pay to the holder of the eligible
option the amount by which $16.50 exceeds the exercise price of the eligible
option, if any, rounded to the nearest whole cent (also referred to in this
offer to purchase as the option's "spread"), reduced in each case by any
applicable tax withholding. If you elect to participate in the offer, any
eligible options (whether vested or unvested) that you hold with an exercise
price of $16.50 or greater have a spread of zero and will be cancelled in the
offer with no payment being made to you for those options.
The time by which optionholders must tender their eligible
options in order to be eligible to receive payment pursuant to the offer will be
5:00 p.m., Eastern Standard Time, on February 12, 2004, unless extended, which
we call the "expiration date." Any extension will be announced in a public
announcement. We will not, however, extend the offer if the merger has been
completed before the time of expiration of the offer. See "Extension, Amendment
and Termination of the Offer." Payment for eligible options tendered in
accordance with the offer will be made promptly after the expiration date of the
offer. See "Acceptance of and Payment for the Eligible Options."
To the extent permitted by law, a subsequent offering period
of three (3) to twenty (20) business days may be provided. A subsequent offering
period, if one is provided, is not an extension of the offering period. A
subsequent offering period would be an additional period of time, following the
expiration of the offering period, in which optionholders may tender eligible
options not tendered during the offering period. If a subsequent offering period
is provided, an announcement to that effect will be made no later than 9:00
a.m., Eastern Standard Time, on the next business day after the previously
scheduled expiration date. All conditions to the offer must be satisfied or
waived prior to the commencement of any subsequent offering period. Eligible
options tendered during a subsequent offering period will be accepted for
payment and paid for as they are tendered. See "Acceptance of and Payment for
the Eligible Options."
Purpose of the Offer
This offer is being made in connection with the proposed
merger of SCT with Schoolhouse Acquisition Corp. Inc., a Delaware corporation
and a wholly owned subsidiary of SunGard Data Systems Inc., pursuant to the
merger agreement, dated December 9, 2003, by and between SCT, SunGard Data
Systems Inc. and Schoolhouse Acquisition Corp. Inc. See "The Merger - General."
We are making this offer to you in connection with the merger
agreement in order to provide a means for our optionholders to receive value for
their vested and unvested in-the-money stock options in connection with, and
upon completion of, the merger. We are also making this offer in order to reduce
the number of SCT stock options that will remain outstanding following the
merger, since our 1990 Employees' Stock Option Plan and our 1994 Long-Term
Incentive Plan do not unilaterally permit us to terminate the eligible options
in the context of a transaction like the merger.
Conditions
The offer is not conditioned on participation by any minimum
number of optionholders in this offer or to any minimum total number of eligible
options being tendered. However, participation in the offer will require an
optionholder to tender all of his or her eligible options (including those with
an exercise price of $16.50 or greater) in the offer, and the offer is
conditioned upon, among other conditions, the completion of the merger. The
merger is subject to several conditions which are described elsewhere in the
offer to purchase. These conditions to the merger are subject to waiver in
accordance with the terms of the merger agreement.
In addition to the condition that the merger be completed as
described above, and subject to the rules under the Securities Exchange Act of
1934, as amended and to which we refer throughout this offer to purchase as the
"Exchange Act," we may extend, terminate or amend the offer, if on or before the
expiration date, any action or proceeding is threatened or pending that directly
or indirectly challenges the making of the offer, or any other event has
occurred that, in our reasonable judgment and regardless of the circumstances
giving rise to the event or events, makes it inadvisable to proceed with the
offer or accept and cancel the eligible options tendered to us. We will not,
however, extend the offer if the merger has been completed before the time of
expiration of the offer.
-9-
The conditions referred to above are for our benefit and may
be asserted by us regardless of the circumstances, including any action or
omission to act by us, giving rise to any condition, and may be waived by us, in
whole or in part, at any time and from time to time in our reasonable
discretion; provided that the conditions to this offer may not be asserted or
waived after the expiration of this offer. Thus, if the conditions have not been
met by the time of the expiration of the offer and we do not extend the offer,
we will have been deemed to waive such conditions and will be obligated to pay
for the tendered eligible options promptly after the expiration of the offer. In
some circumstances, if we waive any of the conditions described above, we may be
required to extend the expiration date. Any determination by us concerning the
events described above will be final and binding on all parties. Notwithstanding
the foregoing, we do not expect to waive the foregoing condition relating to the
completion of the merger.
Procedures for Tendering Eligible Options
For an optionholder to participate in this offer and validly
tender eligible options, a properly completed and duly executed election form,
or facsimile of the form, with any other required documents, must be received by
us at or prior to 5:00 p.m., Eastern Standard Time, on the expiration date at
the address or the facsimile number set forth on the front sheet of this offer
to purchase, unless we extend the offer beyond that time, in which case you may
tender your eligible options at any time until the extended expiration of the
offer. We will only accept a paper copy or facsimile of your election form.
Delivery by e-mail will not be accepted. You do not need to return your stock
option agreement for your eligible options to effectively tender your eligible
options in this offer.
The tendering of eligible options pursuant to the offer by the
procedure set forth above will constitute your acceptance of the terms and
conditions of the offer. Our acceptance of the eligible options tendered by you
pursuant to the offer will constitute a binding agreement between us and you
upon the terms and subject to the conditions of the offer.
The method of delivery of the election form and all other
required documents is at the election and risk of the submitting holder.
Delivery of these documents will be deemed made only when we actually receive
them. If a holder chooses to deliver by mail, the recommended method is by
registered mail with return receipt requested, properly insured. If a holder
chooses to deliver by facsimile, we recommend that the holder confirm our
receipt of the facsimile transmission by calling us at the telephone number set
forth on the front sheet of this offer to purchase. In all cases, sufficient
time should be allowed to ensure timely delivery. No alternative, conditional or
contingent tenders of eligible options will be accepted.
If you elect to participate in this offer, all of your
eligible options will be tendered pursuant to the offer. You are not permitted
to tender only some of your options and retain others.
All questions as to the form of documents and validity,
eligibility (including time of receipt), acceptance for payment and withdrawal
of tendered eligible options will be determined by us in our discretion, and our
determination will be final and binding. We reserve the right to reject any and
all election forms that we determine are not in proper form or the acceptance
for payment of or payment for which may, in the opinion of our counsel, be
unlawful. We also reserve the right in our discretion to waive any defect or
irregularity in the election form of any particular holder, whether or not
similar defects or irregularities are waived in the case of other holders.
However, if we waive a condition, it will be waived for all holders. Our
interpretation of the terms and conditions of the offer, including the
instructions in the election form, will be final and binding. We will not be
under any duty to give notification of any defects or irregularities in election
forms or any notices of withdrawal and will not be liable for failure to give
any such notification.
Acceptance of and Payment for the Eligible Options
Upon the terms and subject to the conditions of the offer and
promptly after the expiration date, we will accept for cancellation and payment
all eligible options that, subject to our right to extend, terminate or amend
the offer, have not:
o expired before the expiration of this offer; or
-10-
o been properly withdrawn from this offer by you at or
prior to 5:00 p.m., Eastern Standard Time on the
expiration date; or
o been exercised by you before the expiration of this
offer.
For purposes of this offer, we will be deemed to have accepted
for cancellation and payment all eligible options validly tendered and not
expired, exercised or properly withdrawn prior to the expiration date if, as and
when we give oral or written notice of our acceptance of the eligible options.
Properly tendered eligible options accepted in accordance with
the offer will be paid for promptly after the expiration date.
If there is a subsequent offering period, all eligible options
tendered during the offering period will be accepted for payment and promptly
paid for following the expiration thereof and eligible options tendered during a
subsequent offering period will be accepted for payment and paid for as they are
tendered.
Withdrawal Rights
Validly tendered eligible options may be withdrawn at any time
at or prior to 5:00 p.m., Eastern Standard Time on the expiration date. If the
offer is terminated without any eligible options being purchased, then all
election forms received pursuant to this offer will be promptly destroyed or
returned to the submitting optionholders. There will be no withdrawal rights
during any subsequent offering period for eligible options tendered during any
subsequent offering period.
For a withdrawal of validly tendered eligible options to be
effective, a properly completed and duly executed notice of withdrawal must be
received by us at or prior to 5:00 p.m., Eastern Standard Time, on the
expiration date at the address or the facsimile number set forth on the front
sheet of this offer to purchase. A notice of withdrawal must be signed by you
and will result in all of your previously tendered eligible options to be
withdrawn from the offer. If we extend the offer beyond the expiration date, you
may withdraw your validly tendered eligible options at any time until the
extended expiration of the offer and, unless accepted by us, at any time after
40 business days after the date hereof. We will only accept a paper copy or
facsimile of your notice of withdrawal. Delivery by e-mail will not be accepted.
Neither we nor any other person is obligated to give notice of
any defects or irregularities in any notice of withdrawal, nor will anyone incur
any liability for failure to give any such notice. We will determine, in our
discretion, all questions as to the form and validity (including time of
receipt) of notices of withdrawal. Our determination of these matters will be
final and binding.
Withdrawals of previously tendered eligible options may not be
rescinded and any eligible options properly withdrawn will thereafter be deemed
not validly tendered for purposes of the offer. Properly withdrawn eligible
options may, however, be re-tendered by again following the procedures described
above in "Procedures for Tendering Eligible Options" at any time at or prior to
5:00 p.m., Eastern Standard Time, on the expiration date.
Withdrawals of tendered eligible options can only be
accomplished in accordance with the foregoing procedures.
Extension, Amendment and Termination of the Offer
We may at any time and from time to time, extend the period of
time during which the offer is open and delay accepting any eligible options
tendered by publicly announcing the extension and giving oral or written notice
of the extension to the optionholders. We will not, however, extend the offer if
the merger has been completed before the time of expiration of the offer. See
"Conditions."
Prior to the expiration date to terminate or amend the offer,
we may postpone accepting eligible options for cancellation and payment if any
of the conditions specified above in "Conditions" occurs. In order to postpone
accepting or canceling, we must publicly announce the postponement and give oral
or written notice of the postponement to the optionholders. Our right to delay
accepting eligible options for cancellation and payment is limited by Rule
13e-4(f)(5) under the Exchange Act, which requires that we must pay the
consideration offered or return the surrendered eligible options promptly after
we terminate or withdraw the offer.
-11-
As long as we comply with all applicable laws, we may amend
the offer in any way, including decreasing or increasing the consideration
offered in the offer to optionholders. If it appears that the merger will not be
completed soon after the expiration date, we expect to extend the offer. We may
amend the offer at any time by publicly announcing the amendment. If we extend
the length of time during which the offer is open, the extension must be issued
no later than 9:00 a.m., Eastern Standard Time, on the next business day after
the last previously scheduled or announced expiration date. Any public
announcement relating to the offer will be sent promptly to holders of eligible
options in a manner reasonably designed to inform optionholders of the change,
which may include the issuance of a press release.
If we materially change the terms of the offer or the
information about the offer, or if we waive a material condition of the offer,
we will extend the offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(3) under the Exchange Act. Under these rules, the minimum period an
offer must remain open following material changes in the terms of the offer or
information about the offer, other than a change in price or a change in
percentage of securities sought, will depend on the facts and circumstances. If
we decide to increase or decrease what we will pay you for your eligible
options, we will publish notice of the action. If the offer is scheduled to
expire within ten business days from the date we notify you of such an increase
or decrease, we will also extend the offer for a period of at least ten business
days after the date the notice is published.
If the merger agreement is terminated, this offer will become
null and void and we will not pay any consideration in exchange for eligible
options tendered to us. Under those circumstances, you will continue to hold
your eligible options to acquire our common stock under the same terms,
conditions and stock option plans as applied before the offer.
SCT will not terminate the offer prior to the expiration date
for any reason other than (a) the termination of the merger agreement or (b) the
occurrence of any of the events expressly set forth in the section of this offer
to purchase entitled "Conditions" above. If SCT terminates the offer prior to
the expiration as set forth in the foregoing sentence, SCT will promptly notify
each holder of eligible options who has elected to participate in the offer of
such termination, and we will promptly return or destroy each election form.
Source and Amount of Funds
As of January 7, 2004, there were 3,040,271 total outstanding
eligible options to acquire our common stock. Based upon this amount and
assuming all of the holders of these eligible options elect to participate in
the offer and tender these options in the offer, the maximum aggregate amount of
funds that will be required in order for us to pay the total aggregate
consideration of the offer and to pay fees and expenses relating to the offer
will be approximately $13,255,231. We expect to obtain these funds from our
cash on hand immediately prior to the merger and not from the sources that will
be used to fund the merger.
Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning the Eligible Options
Our directors and executive officers may participate in the
offer with respect to their eligible options, in which event, we will purchase
their tendered eligible options on the same terms as any other tendered eligible
options. A list of our directors and executive officers is attached to this
offer to purchase as Schedule A. As of January 7, 2004, such persons, as a
group, beneficially owned a total of 1,033,700 eligible options under the 1990
Employees' Stock Option Plan and the 1994 Long-Term Incentive Plan, which
represented approximately 33.95% of all eligible options outstanding as of that
date.
-12-
The following table sets forth information as of January 7,
2004, regarding the number of eligible options held individually by our
directors and executive officers.
Eligible Options Currently Held
------------------------------------
Percent of Total
Name Number Eligible Options
---- -------- -----------------
Michael D. Chamberlain 346,000 11.37%
Thomas I. Unterberg 0 --
Gabriel A. Battista 0 --
Allen R. Freedman 0 --
Robert M. Gavin, Jr. 0 --
Eric Haskell 336,000 11.04%
Richard A. Blumenthal 311,700 10.24%
Debra Isenberg 0 --
Martin Ringle 0 --
Brian Madocks 40,000 1.31%
All current executive officers and directors as a group (10 persons) 1,033,700 33.95%
Neither SCT nor any of its directors or executive officers
engaged in transactions involving the eligible options during the 60 days prior
to the commencement of the offer.
For additional information regarding all agreements,
arrangements and understandings with respect to any of our securities involving
any of our executive officers and directors, you should read the sections of our
definitive proxy statement regarding the merger agreement and our other filings
with the SEC that are referred to in this offer to purchase. See "Available
Information." In addition, except as otherwise described or referred to above,
neither we nor, to our knowledge, any of our executive officers or directors is
a party to any agreement, arrangement or understanding with respect to any of
our securities, including, but not limited to, any agreement, arrangement or
understanding concerning the transfer or the voting of any of our securities,
joint ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies, consents or
authorizations.
Status of Eligible Options Acquired By Us in the Offer; Accounting Consequences
of the Offer
All eligible options that we acquire in connection with the
offer will be cancelled. Concurrently with the consummation of the merger, we
will account for the payments made to optionholders in connection with the offer
as compensation expense in our income statement for the period ended immediately
prior to the closing of the merger.
Legal Matters and Regulatory Approvals
We are not aware of any license or regulatory permit that
appears to be material to our business that might be adversely affected by the
offer, or of any approval or other action by any government or regulatory
authority or agency that is required for the acquisition, ownership or
cancellation of the eligible options as described in the offer or the payment
for tendered eligible options. If any other approval or action should be
required, we presently intend to seek the approval or take the action. This
could require us to delay the acceptance of eligible options tendered to us. We
may not be able to obtain any required approval or take any other required
action. Our obligation under the offer to accept tendered eligible options for
cancellation and payment is subject to the conditions described in "Conditions."
Fees and Expenses
We will not pay any fees or commissions to any broker, dealer
or other person for soliciting tenders of eligible options pursuant to this
offer. Our directors, officers and employees, who will not be specifically
compensated for such services, may contact holders by mail, telephone, telex,
telegram, email and in person regarding the offer.
-13-
Appraisal Rights
Holders of eligible options do not have any appraisal or
dissenters' rights under the Delaware General Corporation Law in connection with
the offer. Optionholders who exercise their eligible options prior to the
completion of the merger may be entitled to seek appraisal rights with respect
to the shares acquired upon such option exercise under Section 262 of the
Delaware General Corporation Law. You should read Annex C of the definitive
proxy statement and the section of that proxy statement entitled "Dissenting
Stockholder Appraisal Rights."
Market and Trading Information
There is no established trading market for the eligible
options. However, our common stock is currently listed for quotation on the
Nasdaq National Market under the symbol "SCTC." The following table sets forth
the high and low sale prices for shares of our common stock, as reported on
Nasdaq, for the periods listed.
Year ended September 30, 2004 HIGH LOW
------------------------------ ------ ------
2nd quarter (through January 7, 2004) 16.46 16.24
1st quarter 16.47 10.32
Year ended September 30, 2003 HIGH LOW
----------------------------- ------ ------
4th quarter 13.87 8.80
3rd quarter 9.25 6.54
2nd quarter 9.90 6.25
1st quarter 10.68 6.84
Year ended September 30, 2002 HIGH LOW
----------------------------- ------ ------
4th quarter 13.35 5.78
3rd quarter 15.96 12.20
2nd quarter 13.69 8.61
1st quarter 13.00 8.65
On January 7, 2004, the closing sale price for our common
stock as reported on Nasdaq was $16.44 per share. You are urged to obtain
current market quotations for our common stock before making any decision with
respect to the offer.
-14-
THE MERGER
General
We are making this offer in connection with our proposed
merger of Schoolhouse Acquisition Corp. Inc., a wholly owned subsidiary of
SunGard Data Systems Inc., with and into SCT. Pursuant to the merger agreement,
dated December 9, 2003, our stockholders at the time of the merger, other than
those stockholders who have perfected appraisal rights, will receive $16.50 in
cash for each share of our common stock that they own. As a result of this
merger, all of our outstanding common stock will be owned by the current
stockholders of Schoolhouse Acquisition Corp. Inc.
Conditions to the Completion of the Merger
Mutual Conditions to Closing. Each of SunGard Data Systems
Inc., Schoolhouse Acquisition Corp. and SCT is required to complete the merger
only if specific conditions are satisfied or waived, including, but not limited
to, the following:
- the merger agreement and merger have been approved
and adopted by the requisite vote of SCT's
stockholders; and
- no temporary restraining order, preliminary or
permanent injunction or other court order or other
legal restraint or prohibition preventing the
consummation of the merger shall be in effect and
there is no law enacted or deemed applicable to the
merger that makes consummation of the merger illegal.
Conditions to the Obligations of SunGard Data Systems Inc. and
Schoolhouse Acquisition Corp. Inc. The obligations of SunGard Data Systems Inc.
and Schoolhouse Acquisition Corp. Inc. to effect the merger are subject to
satisfaction or waiver at or prior to the closing of the merger of, among other
things, the following conditions:
- each of the representations and warranties made by us
in the merger agreement shall be true and correct,
subject to the materiality qualifications provided
for in the merger agreement;
- SCT shall have performed and complied, in all
material respects, with each material covenant and
agreement contained in the merger agreement and
required to be performed or complied with by it;
- since December 9, 2003, no material adverse effect
shall have occurred with respect to SCT;
- any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended shall
have expired or been terminated (early termination of
the waiting period was received on January 6, 2004),
and any other applicable antitrust law or regulation
or other law shall have expired or been terminated,
and any consent required under any applicable
antitrust law or regulation or other law shall have
been obtained;
- there shall not be pending any proceeding in which a
governmental body is a party or otherwise involved,
and neither SunGard Data Systems Inc. nor SCT shall
have received a communication from any governmental
body in which such governmental body indicates the
intention of commencing any proceeding or taking any
other action: (a) challenging or restraining the
consummation of the merger; (b) relating to the
merger and seeking to obtain from SunGard Data
Systems Inc. or SCT any damages or equitable relief
that may be material to SunGard Data Systems Inc. or
SCT; (c) seeking to prohibit or limit in any material
respect SunGard Data Systems Inc.'s or Schoolhouse
Acquisition Corp. Inc.'s ability to vote, receive
dividends with respect to or otherwise exercise
ownership with respect to the stock of SCT or the
surviving corporation; (d) that could materially and
adversely affect the right of SunGard Data Systems
Inc. or SCT to own its assets or operate its
business; or (e) seeking to compel either of SCT or
SunGard Data Systems Inc. to dispose of or hold
separate any material assets as a result of the
merger or any of the other transactions contemplated
by the merger agreement;
-15-
- there shall not be pending any proceeding in which,
in the reasonable judgment of SunGard Data Systems
Inc., there is a reasonable likelihood of an outcome
that would have a material adverse effect on SCT or a
material adverse effect on SunGard Data Systems Inc.
(a) challenging or restraining the consummation of
the merger; (b) relating to the merger and seeking to
obtain from SunGard Data Systems Inc. or SCT any
damages or equitable relief that may be material to
SunGard Data Systems Inc. or SCT; (c) seeking to
prohibit or limit in any material respect SunGard
Data Systems Inc.'s or Schoolhouse Acquisition Corp.
Inc.'s ability to vote, receive dividends with
respect to or otherwise exercise ownership with
respect to the stock of SCT or the surviving
corporation; or (d) that would materially and
adversely affect the right of SunGard Data Systems
Inc. or SCT to own the assets or operate the business
of SCT;
- the merger agreement shall not have been terminated
in accordance with its terms;
- SunGard Data Systems Inc. and Schoolhouse Acquisition
Corp. Inc. shall be reasonably satisfied that the
stockholder rights agreement, dated as of April 13,
1999, between SCT and ChaseMellon Shareholder
Services L.L.C., as amended, and the preferred stock
purchase rights issued under that agreement, are
inapplicable to the merger;
- the total number of shares of SCT common stock
dissenting from the merger (under applicable Delaware
law) shall not exceed 10% of the outstanding shares
of SCT common stock at the effective time of the
merger; and
- all of SCT's outstanding 5% convertible subordinated
debentures shall have been redeemed in full.
Conditions to the Obligations of SCT. The obligations of SCT
to effect the merger are subject to satisfaction or waiver at or prior to the
closing of the merger of, among other things, the following conditions:
- each of SunGard Data Systems Inc.'s representations
and warranties contained in the merger agreement
shall be true and correct as required by the merger
agreement, except where any failure does not have a
material adverse effect on SunGard Data Systems
Inc.'s or Schoolhouse Acquisition Corp. Inc.'s
ability to consummate the merger;
- SunGard Data Systems Inc. shall have complied, in all
material respects, with all covenants contained in
the merger agreement, except where its noncompliance
does not have a material effect on the ability of
SunGard Data Systems Inc. or Schoolhouse Acquisition
Corp. Inc. to consummate the merger; and
- all waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended,
relating to the merger and the other transactions
contemplated by the merger agreement will have
expired or terminated early (early termination of the
waiting period was received on January 6, 2004), and
any consent required under any other applicable
antitrust law or regulation or other law shall have
been obtained if the failure to obtain such consent
would both: (a) materially and adversely affect
SunGard Data Systems Inc. and SCT and its
subsidiaries and (b) reasonably be expected to result
in the prohibition of the consummation of the merger.
-16-
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following describes the material U.S. federal income tax
consequences of the eligible option tender offer to individuals who were granted
their eligible options in connection with the performance of services. Unless
otherwise indicated, this discussion addresses tax consequences to citizens or
residents of the United States. This discussion does not address all aspects of
U.S. federal income taxes and does not deal with foreign, state and local tax
consequences that may be relevant to you in light of your personal
circumstances. Furthermore, the discussion below is based upon the provisions of
the Internal Revenue Code of 1986, as amended, and the regulations, rulings and
judicial decisions promulgated thereunder as of the date hereof, and these
authorities may be repealed, revoked or modified, possibly retroactively, so as
to result in U.S. federal income tax consequences different from those discussed
below. If you are considering tendering your eligible options, you should
consult your own tax advisor concerning the U.S. federal income tax consequences
in light of your particular situation as well as any tax consequences arising
under the laws of any other taxing jurisdiction.
Consequences to optionholders who tender their eligible
options in the offer: If you tender your eligible options in the offer and your
eligible options are accepted for cancellation, you will have ordinary
compensation income equal to the amount by which $16.50 exceeds the exercise
price of your eligible options. If you received your options in connection with
your employment by SCT or any affiliate, the amount payable to you in the offer
will be subject to U.S. federal, and possibly also state and local, withholding.
Consequences to optionholders who do not tender their eligible
options in the offer: If you do not tender your eligible options in the offer,
you will not have any current tax consequences as a result of the offer.
-17-
INFORMATION REGARDING PROXY STATEMENT
In connection with SCT's solicitation of proxies with respect
to its special meeting of stockholders concerning the proposed merger, SCT will
file a definitive proxy statement with the SEC and, if you are an SCT
stockholder, will furnish you with a copy of the definitive proxy statement. You
will be able to obtain a free copy of the definitive proxy statement (when
available) and other relevant documents filed with the SEC from the SEC's
website at www.sec.gov. You may also obtain a free copy of the definitive proxy
statement and other documents (when available) by directing a request by mail or
telephone to Systems & Computer Technology Corporation, Great Valley Corporate
Center, 4 County View Road, Malvern, Pennsylvania 19355, Attention: Mary Ellen
Roth, Telephone: (610) 578-5206.
AS IN ALL PROXY MATTERS, THE DEFINITIVE PROXY STATEMENT SHOULD
BE READ CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. YOU ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS RELATING
TO THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
SCT and its directors may be deemed to be "participants" in
the solicitation of proxies from SCT stockholders in favor of the merger
agreement. Information regarding the persons who may be considered
"participants" in the solicitation of proxies is set forth in the definitive
proxy statement referenced below.
-18-
AVAILABLE INFORMATION
This offer to purchase is a part of a Tender Offer Statement
on Schedule TO that we have filed with the SEC. This offer to purchase does not
contain all of the information contained in the Schedule TO and the exhibits to
the Schedule TO. We recommend that you review the Schedule TO, including its
exhibits, and the materials described in the following paragraph that we have
filed with the SEC before making a decision on whether to tender your eligible
options.
We also file annual, quarterly and special reports, proxy
statements, including the proxy statement that will be mailed to our
stockholders in connection with the special meeting to be held to vote upon
adoption of the merger agreement, and other information with the SEC. Such
reports, proxy statements and other information contain additional information
about us. You may read and copy any reports, statements or other information
filed by us at the SEC's Public Reference Room at Judiciary Plaza, 450 Fifth
Street, N.W., Room 2120, Washington D.C. 20549. Copies of such materials may
also be obtained upon payment of the SEC's customary charges, from the SEC's
Public Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Washington
D.C. 20549. Information about the operation of this public reference room can be
obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site
at http://www.sec.gov that contains reports, proxy statements and information
statements and other information regarding registrants, including SCT, that file
electronically with the SEC.
Additional information concerning SCT may be found in the
following documents filed by us with the SEC under the Exchange Act:
- our Annual Report on Form 10-K for the year ended
September 30, 2003, filed December 24, 2003;
- our Current Report on Form 8-K filed December 10,
2003;
- our Definitive Proxy Statement on Schedule 14A filed
January 8, 2004, as amended; and
- our Tender Offer Statement on Schedule TO filed
January 9, 2004.
-19-
SCHEDULE A
INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
NAME POSITION AND OFFICES HELD
---- -------------------------
Michael D. Chamberlain Director, Chief Executive Officer and President
Eric Haskell Director; Executive Vice President, Finance & Administration; Treasurer;
and Chief Financial Officer
Gabriel A. Battista Director
Allen R. Freedman Director
Robert M. Gavin, Jr. Director
Debra Isenberg Director
Martin Ringle Director
Thomas I. Unterberg Director
Richard A. Blumenthal Executive Vice President, General Counsel and Secretary
Brian Madocks Executive Vice President, Field Operations
The business address of each director and executive officer of
SCT is c/o Systems & Computer Technology Corporation, Great Valley Corporate
Center, 4 Country View Road, Malvern, Pennsylvania 19355.
Exhibit (a)(2)
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
ELECTION TO TENDER ELIGIBLE OPTIONS
PURSUANT TO THE OFFER TO PURCHASE,
DATED JANUARY 9, 2004
TO: Systems & Computer Technology Corporation
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
Attention: Mary Ellen Roth
I have received and read the Offer to Purchase, dated January
9, 2004, and this Election to Tender Eligible Options (the "election form"
which, together with the offer to purchase, as they may be amended from time to
time, constitutes the "offer"). All terms used in this election form but not
defined shall have the meaning ascribed to them in the offer to purchase.
I understand and acknowledge that:
- Subject to the terms and conditions of the offer, I may tender
my eligible options to SCT for a cash payment (minus tax
withholding) described in the offer to purchase prior to the
expiration of the offer at 5:00 p.m., Eastern Standard Time,
February 12, 2004, as the same may be extended.
- SCT's acceptance of the eligible options that I have tendered
pursuant to the offer will constitute a binding agreement
between SCT and me upon the terms and subject to the
conditions of the offer. Upon SCT's acceptance of the eligible
options that I have tendered pursuant to the offer, the
eligible options shall be purchased and cancelled, and I shall
have no right to exercise my eligible options to purchase SCT
common stock under the terms and conditions of such eligible
options after the date of SCT's acceptance.
- Under the circumstances set forth in the offer, SCT may
terminate or amend the offer and postpone its purchase and
cancellation of my tendered eligible options.
- Upon the expiration of the offer, the satisfaction of all of
the conditions to the offer and SCT's acceptance of the tender
of my eligible options, a cash payment will be made to me for
my properly tendered eligible options with an exercise price
of less than $16.50 that have not:
o expired before the expiration of this offer; or
o been properly withdrawn from this offer by me; or
o been exercised by me before the expiration of this
offer.
- I have certain rights pursuant to the terms and conditions of
the offer to withdraw any eligible options that I tender, and
I have the right to exercise any of my eligible options before
the expiration of the offer even if I have already tendered
them in the offer.
- I will not receive any payment pursuant to this offer for any
eligible option that I hold that expires by its terms before
expiration of this offer, and I will lose the value of any
in-the-money eligible option that expires. Because of the
possibility that SCT may choose to extend the expiration date
of the offer, it is not possible to determine with any
certainty when the offer will expire. Accordingly, I
understand that it is my responsibility to decide whether to
exercise any of my eligible options before they expire.
- If I elect to participate in this offer, any eligible options
that I hold with an exercise price of $16.50 or greater will
be cancelled in this offer and I will not receive any payment
for these eligible options, as these eligible options have a
"spread" equal to zero.
- The amount by which $16.50 exceeds the exercise price of my
eligible options will represent ordinary income, and the
amount of the cash payment actually delivered to me will
reflect required tax withholdings by SCT.
- SCT has advised me to consult with my own advisors as to the
consequences of participating or not participating in the
offer.
If you wish to tender any or all of your eligible options,
sign and date page 4 of this election form, then detach and return pages 3 and 4
to the following address no later than the expiration date:
Systems & Computer Technology Corporation
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
Attention: Mary Ellen Roth
(610) 578-5206 (telephone)
(610) 578-7411 (facsimile)
Please direct any questions or requests for assistance, as
well as requests for additional copies of the offer to purchase or this election
form, to Mary Ellen Roth at the above address and telephone number. The method
by which you deliver any required document is at your option and risk, and the
delivery will be made only when actually received by SCT, including by means of
hand delivery to Mary Ellen Roth at the above address. If you elect to deliver
your documents by mail, we recommend that you use registered mail with return
receipt requested. In all cases, you should allow sufficient time to ensure
timely delivery prior to the expiration date.
ELECTION TO TENDER ELIGIBLE OPTIONS
BY [INSERT EMPLOYEE NAME]
According to the records of SCT, the following eligible option
grants have been made to you and remain outstanding in the amounts indicated. If
you have any questions regarding the grants listed below or the amount of
eligible options outstanding, please contact Mary Ellen Roth at (610) 578-5206
If you elect to participate in this offer, all of your
eligible options will be tendered pursuant to the offer. You are not permitted
to tender only some of your options and retain others.
You will only receive a cash payment for in-the-money eligible
options that have not expired before the expiration of the offer. See "The Offer
- Acceptance of and Payment for the Eligible Options" in the offer to purchase.
Total Cash Payment: $_______________
---------------- -------------- ------------------- --------------- ---------------
A B C D E
---------------- -------------- ------------------- --------------- ---------------
Option
Option Exercise Options Cash Payment Total Cash
Date Price Outstanding (1) Per Option (2) Payment (2)
---------------- -------------- ------------------- --------------- ---------------
---------------- -------------- ------------------- --------------- ---------------
---------------- -------------- ------------------- --------------- ---------------
---------------- -------------- ------------------- --------------- ---------------
---------------- -------------- ------------------- --------------- ---------------
(1) Represents the total number of shares for which the
eligible option grant remains outstanding (i.e., the total number of shares for
which the eligible option has not been exercised).
(2) This cash payment will be made upon completion of this
offer only if the eligible option has been tendered, has not been exercised, and
has not expired before the expiration of the offer.
By signing and returning this election form, I represent and
warrant to SCT that:
- I have full power and authority to tender the foregoing for
purchase and cancellation and that, when and to the extent
such eligible options are accepted by SCT, such eligible
options will be free and clear of all security interests,
liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or
transfer thereof, other than pursuant to the applicable
eligible option agreements, and such eligible options will not
be subject to any adverse claims.
- Upon request, I will execute and deliver any additional
documents deemed by SCT to be necessary or desirable to
complete the purchase and cancellation of the options that I
am tendering.
- I have read and agree with the understandings and
acknowledgments set forth on pages 1 and 2 of this election
form.
The undersigned, intending to be legally bound, has executed
this Election to Tender Eligible Options as of the date indicated below.
_____________________________________ Date:____________________ , 2004
Signature of Holder
This election form must be signed by the holder of the eligible options. SCT
will not accept any alternative, conditional or contingent elections.
Exhibit (a)(3)
[SCT LETTERHEAD]
January 9, 2004
Dear SCT Employee:
As you are aware, SCT has entered into a merger agreement with
SunGard Data Systems Inc. and Schoolhouse Acquisition Corp. Inc., a wholly owned
subsidiary of SunGard Data Systems Inc. Pursuant to the terms of the merger
agreement, each outstanding share of SCT common stock will be converted into the
right to receive $16.50 in cash.
In the merger agreement, we agreed to use our commercially
reasonable efforts to provide that each outstanding option to purchase SCT
common stock granted under our 1990 Employees' Stock Option Plan and our 1994
Long-Term Incentive Plan (collectively, "eligible options") is surrendered in
exchange for a cash payment equal to the amount by which $16.50 exceeds the
exercise price of each eligible option, if any, reduced in each case by any
applicable tax withholding. As a result of this provision of the merger
agreement, we are making this offer to purchase your eligible options under the
terms described in the offer to purchase that accompanies this letter.
The offer to purchase contains detailed information about the
offer, including a detailed set of questions and answers. Please read the
materials carefully since they contain important information about how to
surrender your eligible options for payment. Please note that the deadline for
us to receive your signed election form is 5 p.m., Eastern Standard Time, on
February 12, 2004, unless the offer is extended.
The enclosed election form lists your individual holdings of
options that are eligible to be tendered in the offer and the cash payment being
offered in exchange for such eligible options. Any cash payment made for your
eligible options would be subjedct to tax withholding.
We recommend that you elect to tender your eligible options.
If you have any questions concerning the program, please
contact Mary Ellen Roth, Treasury Assistant, at (610) 578-5206.
Sincerely,
______________
Eric Haskell
Executive Vice President, Finance &
Administration; Treasurer; and
Chief Financial Officer
Exhibit (a)(4)
Form of Notice of Withdrawal
Systems & Computer Technology Corporation
Withdrawal of Previously Tendered Options
Pursuant to the Offer to Purchase Dated January 9, 2004
THE WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
EASTERN STANDARD TIME, ON FEBRUARY 12, 2004, UNLESS THE OFFER IS EXTENDED
All terms used in this withdrawal letter (the "Withdrawal
Letter") but not defined herein shall have the meanings ascribed to them in the
Offer to Purchase. This Withdrawal Letter is for use by option holders who
previously tendered their eligible options.
Pursuant to the terms and subject to the conditions of the
Offer to Purchase dated January 9, 2004, the Election to Tender Eligible Options
previously submitted to Systems & Computer Technology Corporation ("SCT"), and
this Withdrawal Letter, the optionholder completing this form hereby withdraws
the tender of all eligible options that he or she previously tendered pursuant
to the Offer to Purchase and the Election to Tender Eligible Options.
The optionholder completing this form understands,
acknowledges and agrees that:
*subject to the terms and conditions of the offer, the
optionholder may withdraw the tender of tendered eligible
options prior to 5:00 p.m., Eastern Standard Time, on February
12, 2004;
*he or she may not rescind any withdrawal, and will not be
deemed to properly accept the offer after any valid
withdrawal, unless he or she properly re-tenders his or her
eligible options before the expiration of the offer by the
following the procedures described in the Offer to Purchase;
*he or she must withdraw from the offer with respect to all
his or her tendered eligible options, and may not withdraw
from the offer with respect to only a portion of his or her
tendered eligible options. All such withdrawn options will
remain outstanding pursuant to their current terms and
conditions, including their current exercise prices and
vesting schedule;
*neither SCT nor any other person is obligated to give notice
of any defects or irregularities in any Withdrawal Letter, nor
will anyone incur any liability for failure to give any such
notice. SCT will determine, in its sole discretion, all
questions as to the form and validity, including time of
receipt, of Withdrawal Letters. SCT's determination of these
matters will be final and binding on all parties;
*all authority herein conferred or agreed to be conferred
shall not be affected by, and shall survive, the
optionholder's death or incapacity, and all of such
optionholder's obligations hereunder shall be binding upon his
or her heirs, personal representatives, successors and
assigns. As stated above, this Withdrawal Letter may not be
rescinded; and
*he or she agrees to all of the terms and conditions of the
offer and this Withdrawal Letter.
This Withdrawal Letter must specify the name of the
optionholder who is withdrawing from the offer and must be signed by the
optionholder who submitted the Election to Tender Eligible Options.
Important: To validly withdraw from the offer, SCT must
receive, at the address set forth below, the signature page to this Withdrawal
Letter, or a facsimile thereof to the number set forth below, properly completed
and signed by the optionholder, while he or she still has the right to withdraw
from the offer.
Systems & Computer Technology Corporation
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
Attention: Mary Ellen Roth
(610) 578-5206 (telephone)
(610) 578-7411 (facsimile)
The method by which the optionholder delivers any required
document is at the optionholder's option and risk, and the delivery will be
deemed made only when actually received by SCT. If the optionholder elects to
deliver the optionholder's documents by mail, SCT recommends using registered
mail with return receipt requested. In all cases, the optionholder should allow
sufficient time to ensure timely delivery prior to the expiration date.
ELECTION TO WITHDRAW TENDERED OPTIONS
Set forth below is information regarding eligible options the
optionholder wishes to withdraw (attach additional sheets, if necessary). Note
that all eligible options previously tendered by the optionholder must be
withdrawn from the offer.
------------------------------ ---------------------------- ----------------------------- ----------------------------
Total Number of
Outstanding Eligible
Date of Eligible Option Exercise Price of Eligible Options Subject to Grant Number of Eligible
Grant Options Subject to Grant (1) Options to be Tendered
------------------------------ ---------------------------- ----------------------------- ----------------------------
------------------------------ ---------------------------- ----------------------------- ----------------------------
------------------------------ ---------------------------- ----------------------------- ----------------------------
------------------------------ ---------------------------- ----------------------------- ----------------------------
------------------------------ ---------------------------- ----------------------------- ----------------------------
------------------------------ ---------------------------- ----------------------------- ----------------------------
------------------------------ ---------------------------- ----------------------------- ----------------------------
(1) Represents the total number of shares for which the option grant remains
outstanding (i.e., the total number of shares for which the option grant has not
been exercised).
Total Number of Options to be Withdrawn: ___________
Date:____________, 2004
Name:
Spouse (if any):
Date:____________, 2004
Name:
I have read and agree with the understandings and
acknowledgments set forth on pages 1-3 of this election form.
______________________________________ Date:____________________, 2004
Signature of Holder
This Withdrawal Letter must be signed by the option holder. SCT will not accept
any alternative, conditional or contingent elections.