As Filed with the Securities and Exchange Commission on December 4, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________________
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in charter)
Delaware 23-1701520
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
(Address of principal executive offices)
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
1994 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Richard A. Blumenthal
General Counsel
Systems & Computer Technology Corporation
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
(Name and address of agent for service)
(610) 647-5930
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Per Share Aggregate Offering Price Registration
Registered Registered (1) (2) (2) Fee
------------------------------------------------------------------------------------------------------------------
Common Stock 2,000,000 $11.98 $23,960,000.00 $1,938.37
==================================================================================================================
(1) Pursuant to Rule 416(b) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement shall be deemed to
cover an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Systems & Computer Technology Corporation 1994 Long-Term
Incentive Plan (the "1994 Plan" ) for any future stock split, stock
dividend or similar adjustments of the outstanding Common Stock of the
Registrant (the "Common Stock"). This Registration Statement registers
an indeterminate number of rights (the "Rights") to purchase Series A
Participating Preferred Stock pursuant to the terms of a certain Rights
Agreement dated as of April 13, 1999, between Systems & Computer
Technology Corporation and ChaseMellon Shareholder Services L.L.C.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act
solely for the purpose of calculating the registration fee on the basis
of the weighted average of the option exercise price of $11.98
with respect to outstanding options to purchase 2 million shares of
Common Stock. No separate consideration will be received for the
Rights, which initially will trade together with the Common Stock.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this
Registration Statement is being filed in order to register 2,000,000 additional
shares (the "Shares") of Common Stock of Systems & Computer Technology
Corporation, with respect to the currently effective Registration Statement on
Form S-8 of the Company relating to the Systems & Computer Technology
Corporation 1994 Long-Term Incentive Plan (the "Plan").
The contents of the Registration Statement on Form S-8 as
filed June 30, 1995, Registration No. 33-60831, as the same may be hereafter
amended, is incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers.
----------------------------------------------------
Section 145 of the General Corporation Law of the State of
Delaware ("GCL") permits each Delaware business corporation to indemnify its
directors, officers, employees and agents against liability for each such
person's acts taken in his or her capacity as a director, officer, employee or
agent of the Company if such actions were taken in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal action, if he or she
had no reasonable cause to believe his or her conduct was unlawful. ARTICLE VII,
Section 6 of the Registrant's Restated By-laws provides that the Registrant, to
the extent permitted by Section 145 of the GCL, shall indemnify the officers,
directors, employees, trustees and agents of the Registrant.
As permitted by Section 102(b)(7) of the GCL, Article ELEVENTH
of the Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant shall have any personal liability to the Registrant
or its shareholders for any monetary damages for breach of fiduciary duty as a
director, except for liability (i) for breach of the director's duty of loyalty
to the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the GCL, or (iv) for any transaction from which the
director derived an improper personal benefit. Article ELEVENTH does not
eliminate or limit the liability of the director for any act or omission
occurring prior to the date when the Article became effective.
The Company also has Indemnification Agreements with its
officers and directors. The Indemnification Agreements require that the Company
advance to any covered officer or director the expenses to investigate, defend,
settle or appeal any proceeding. The Indemnification Agreements also require the
Company, with limited exceptions, to maintain directors' and officers' liability
insurance to cover actions of the officers and directors who are parties to such
agreements. Where the Company is obligated to indemnify an officer or director
under the Indemnification Agreement, the Company may assume the defense of such
proceeding, with counsel approved by the officer or director. An officer or
director has the right to employ counsel in any such proceeding at his own
expense. If the Company has not assumed the defense of an officer or director
where obligated, the fees and expenses of the officer's or director's counsel
become those of the Company. If a court of competent jurisdiction determines
that each of the material assertions made by the director or officer in such
indemnification proceeding was frivolous or not made in good faith, the Company
will not be required to indemnify the officer or director. Additionally, unless
the Company has consented to a settlement agreement entered into by the officer
or director (which consent may not be unreasonably withheld), the Company will
not be obligated to indemnify the officer or director for the amount received in
the settlement. An officer or director may enforce his rights under the
Indemnification Agreement in any court of competent jurisdiction if (i) the
claim for indemnification or advances is denied, in whole or in part or (ii) no
disposition of such claim is made within ninety (90) days of such request.
The Registrant also has a policy insuring it and its directors
and officers against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
Item 8. Exhibits.
Exhibit
Number Exhibit
------ -------
4.1 Systems & Computer Technology Corporation 1994 Long-Term
Incentive Plan, as amended through November 14, 2000.
5.1 Opinion of Pepper Hamilton LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on signature page).
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Malvern, Commonwealth of Pennsylvania, on December
4, 2003.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
By: /s/ Eric Haskell
--------------------------------------
Eric Haskell
Executive Vice President, Finance and
Administration, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Eric Haskell and Richard A.
Blumenthal and each or any of them, his/her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him/her and in
his/her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he/she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his/her substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
/s/ Michael D. Chamberlain President and Chief Executive Officer; Director November 26, 2003
----------------------------
Michael D. Chamberlain
/s/ Eric Haskell Executive Vice President, Finance and Administration, November 26, 2003
----------------------------- Treasurer and Chief Financial Officer; Director
Eric Haskell
/s/ Gabriel A. Battista Director November 18, 2003
-----------------------------
Gabriel A. Battista
/s/ Allen R. Freedman Non-Executive Chairman of the Board of Directors; November 15, 2003
----------------------------- Director
Allen R. Freedman
/s/ Robert M. Gavin, Jr. Director November 19, 2003
-----------------------------
Robert M. Gavin, Jr.
/s/ Debra Isenberg Director November 17, 2003
-----------------------------
Debra Isenberg
/s/ Martin Ringle Director November 14, 2003
-----------------------------
Martin Ringle
/s/ Thomas I. Unterberg Director November 25, 2003
-----------------------------
Thomas I. Unterberg
-2-
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
4.1 Systems & Computer Technology Corporation 1994 Long-Term
Incentive Plan, as amended through November 14, 2000.
5.1 Opinion of Pepper Hamilton LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on signature page).