SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 12, 2004
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SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-11521 23-1701520
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4 Country View Road, Malvern, Pennsylvania 19355
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 647-5930
Item 1. Changes in Control of Registrant.
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The merger discussed in Item 2, the contents of which are
incorporated herein by reference, resulted in all of the outstanding common
stock of Systems & Computer Technology Corporation (the "Company") being owned
by SunGard Data Systems Inc. ("SunGard"), constituting a change in control of
the Company.
Item 2. Acquisition or Disposition of Assets.
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On February 12, 2004, pursuant to the terms of the Agreement
and Plan of Merger (the "Merger Agreement"), dated December 9, 2003, by and
among the Company, SunGard and Schoolhouse Acquisition Corp. Inc., a wholly
owned subsidiary of SunGard ("Merger Sub"), Merger Sub was merged with and into
the Company with the Company continuing as the surviving corporation and wholly
owned subsidiary of SunGard (the "Merger").
The Merger occurred following the approval of the Merger
Agreement and the transactions contemplated therein by the Stockholders of the
Company at a special meeting of stockholders held on February 12, 2004.
As a result of the Merger, each share of the Company's common
stock outstanding was converted into the right to receive $16.50 in cash. The
consideration paid in the Merger was determined through arms length negotiations
between the parties to the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements:
Not required.
(b) Pro Forma Financial Information:
Not required.
(c) Exhibits:
* 2.1 Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 9, 2003,
by and among Systems & Computer Technology
Corporation, SunGard Data Systems Inc., and
Schoolhouse Acquisition Corp. Inc. (Exhibit
2.1 to the Company's Current Report on Form
8-K dated December 9, 2003)
(The Exhibits to the Merger Agreement and
Company Disclosure Letter, the contents of
which are described in the Merger Agreement,
are not being filed as Exhibits to this
Current Report on Form 8-K. The Company
agrees to furnish supplementally, and upon
request, a copy of any such Exhibits to the
Merger Agreement and/or Company Disclosure
Letter to the Securities and Exchange
Commission.)
* 99.1 Press Release dated December 9, 2003
(Exhibit 99.1 to the Company's Current
Report on Form 8-K dated December 9, 2003)
99.2 Press Release dated February 12, 2004
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* Incorporated by reference.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned duly authorized.
Date: February 12, 2004 Systems & Computer Technology Corporation
By: /s/ Eric Haskell
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Eric Haskell
Executive Vice President,
Finance & Administration,
Treasurer and Chief Financial
Officer
Exhibit Index
Exhibit
Number Description
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99.2 Press Release dated February 12, 2004.