<PAGE>
Filed pursuant
to Rule 424(b)(3)
File No. 333-16813
PROSPECTUS
THE BISYS GROUP, INC.
750,031 SHARES OF COMMON STOCK
This Prospectus relates to the sale of up to 750,031 shares (the "Shares")
of the common stock, $.02 par value ("Common Stock"), of The BISYS Group, Inc.
("BISYS" or the "Company") offered hereby for the accounts of the selling
stockholders set forth herein (the "Selling Stockholders"). The Selling
Stockholders acquired the Shares in connection with the Company's acquisition of
(i) Strategic Solutions Group, Inc. ("SSG") by merger (the "SSG Merger") and
(ii) T.U.G., Inc. ("TUG") by merger (the "TUG Merger"). See "Selling
Stockholders". The Company is registering the Shares at its expense (other than
any selling commissions) pursuant to certain registration rights granted by the
Company to the Selling Stockholders. See "Selling Stockholders".
The Selling Stockholders may sell the Shares from time to time to or
through underwriters or broker-dealers in open market transactions on the Nasdaq
National Market or in privately negotiated transactions at market prices
prevailing at the time of sale or at negotiated prices. Whether or not any such
sale will be made and the timing and amount of any such sale are within the sole
discretion of the Selling Stockholders. See "Plan of Distribution". The
Company will not receive any of the proceeds from the sale of the Shares. See
"Use of Proceeds". The Company has agreed to indemnify the Selling Stockholders
against certain liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act").
Certain persons who sell Shares covered by this Prospectus, and any broker
or dealer to or through whom any such person sells Shares, may be deemed to be
underwriters within the meaning of the Securities Act with respect to the sale
of such Shares.
Common Stock is quoted on the Nasdaq National Market under the symbol
"BSYS". The last per share sale price of Common Stock as reported on the Nasdaq
National Market on November 22, 1996 was
$35 7/8.
SEE "RISK FACTORS", BEGINNING ON PAGE 6 OF THIS PROSPECTUS, FOR INFORMATION
WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
___________________
The date of this Prospectus is December 3, 1996.
<PAGE>
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offering contained herein, and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or any Selling Stockholder. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.
TABLE OF CONTENTS
PAGE
Available Information . . . . . . . . . . . . . . . . 3
Documents Incorporated By Reference . . . . . . . . . 4
The Company . . . . . . . . . . . . . . . . . . . . . 5
Risk Factors. . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . 9
Price Range of Common Stock . . . . . . . . . . . . . 9
Selling Stockholders. . . . . . . . . . . . . . . . . 9
Plan of Distribution. . . . . . . . . . . . . . . . . 12
Legal Matters . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . 12
-2-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the Commission's Regional Offices at 500 West Madison Street, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such materials are also available through the
Commission's web site located at http://www.sec.gov. The Company's Common Stock
is traded on the Nasdaq National Market. Reports, proxy statements and other
information concerning the Company may be inspected at the offices of the
National Association of Securities Dealers, Inc. located at 1735 K Street, N.W.,
Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act
with respect to the Shares offered and sold hereby. As permitted by the rules
and regulations of the Commission, the Prospectus omits certain information
contained in the Registration Statement, and reference is made to the
Registration Statement and the exhibits thereto for further information with
respect to the Company and the Shares offered hereby. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement. Each such statement is qualified in
its entirety by such reference. Copies of the Registration Statement and the
exhibits thereto are on file at the offices of the Commission and may be
obtained, upon payment of the fee prescribed by the Commission, or may be
examined without charge at the public reference facilities of the Commission
described above.
-3-
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996; and
(iii) The description of Common Stock set forth in the Company's
registration statement on Form 8-A filed with the Commission on March 10, 1992
pursuant to Section 12 of the Exchange Act and any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
completion of the offering being made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents incorporated
by reference herein, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests for
such copies should be directed to The BISYS Group, Inc., 150 Clove Road, Little
Falls, New Jersey 07424, Attention: Secretary, (telephone 201-812-8600).
-4-
<PAGE>
THE COMPANY
The BISYS Group, Inc. and it wholly-owned subsidiaries ("BISYS" or the
"Company") provide information and investment outsourcing solutions to and
through more than 5,000 financial organizations and corporate clients. BISYS
believes that it provides one of the financial services industry's most
technologically advanced family of image and data processing outsourcing
solutions and pricing analysis for account, item and loan application
processing, and competitive product pricing support. BISYS designs, administers
and distributes proprietary mutual funds and provides 401(k) administration
services to some of the nation's leading investment management companies and
provides life insurance services to the financial services industry.
BISYS seeks to be the single source of all relevant outsourcing solutions
for its clients in order to improve the performance, profitability and
competitive position of all types of financial organizations. BISYS also
endeavors to expand the scope of its services through focused account
management, emphasizing services with recurring revenues and long-term
contracts. It increases its business base through (i) direct sales to new
clients, (ii) sales of additional products to existing clients, and (iii)
acquisitions of businesses that provide complementary outsourcing solutions to
financial organizations.
BISYS was organized in August 1989 to acquire certain banking and thrift
data processing operations of Automatic Data Processing, Inc. ("ADP"). BISYS
traditional business was established in 1966 by United Data Processing, Inc.,
the predecessor of the banking and thrift data processing operations of ADP.
Accordingly, together with its predecessors, BISYS has been providing
outsourcing solutions to financial organizations for more than 30 years.
The BISYS Group, Inc. is incorporated under the laws of the State of
Delaware and has its principal executive offices at 150 Clove Road, Little
Falls, New Jersey 07424 (telephone (201) 812-8600). Unless the context
otherwise requires, the term the "Company" refers to The BISYS Group, Inc. and
its consolidated subsidiaries.
-5-
<PAGE>
RISK FACTORS
Prospective investors should carefully consider the following investment
considerations together with the other information contained in this Prospectus
regarding the Company and its business before purchasing the Shares of Common
Stock offered hereby.
THE GLASS-STEAGALL ACT
The Glass-Steagall Act, among other things, prohibits banks from engaging
in the underwriting, public sale or principal distribution of and dealing in
securities. Bank holding companies (either directly or through their bank or
non-bank subsidiaries), however, are generally permitted to purchase and sell
securities, as agent, upon the order and for the account of their customers.
Federal bank regulatory agencies, including the Office of the Comptroller of the
Currency, have, by regulatory interpretations, allowed banks to provide a wide
variety of services to mutual funds, including investment advisory,
administrative, stockholder servicing, custodial and transfer agency services.
If current restrictions under the Glass-Steagall Act were relaxed and banks were
authorized to organize, sponsor and distribute shares of an investment company,
it is possible that the bank clients of BISYS Fund Services would consider the
possibility of performing some or all of the services currently provided by the
Company. Should such an event occur, it could have a material adverse impact on
the Company's business and results of operations.
REGULATION
Certain aspects of the Company's businesses are affected by federal and
state regulation which, depending on the nature of any noncompliance, may result
in the suspension or revocation of licenses or registrations, including
broker/dealer licenses and registrations, as well as the imposition of civil
fines and criminal penalties.
Certain of the Company's subsidiaries are registered as broker-dealers with
the Commission. Much of the federal regulation of broker-dealers has been
delegated to self-regulatory organizations, principally the National Association
of Securities Dealers, Inc. and the national securities exchanges.
Broker-dealers are subject to regulation which covers all aspects of the
securities business, including sales methods, trading practices, use and
safekeeping of customers' funds and securities, capital structure, recordkeeping
and the conduct of directors, officers and employees. Additional legislation,
changes in rules and regulations promulgated by the Commission, the Municipal
Securities Rulemaking Board, the Office of the Comptroller of the Currency, the
Federal Deposit Insurance Corporation, the Federal Reserve Board and the
self-regulatory organizations and changes in the
-6-
<PAGE>
interpretation or enforcement of existing laws, rules and regulations may
directly affect the mode of operation and profitability of broker-dealers.
Banks and other depository institutions doing business with the Company are
subject to extensive regulation at the federal and state levels under laws,
regulations and other requirements specifically applicable to regulated
financial institutions, and are subject to extensive examination and oversight
by federal and state regulatory agencies. As a result, the activities of the
Company's client banks are subject to comprehensive regulation and examination,
including those activities specifically relating to the sale by or through them
of mutual funds and other investment products.
SENSITIVITY TO CHANGES IN MARKET CONDITIONS
A significant portion of the Company's earnings generated through BISYS
Fund Services are from fees based on the average daily market value of the
assets administered by the Company for its clients. A sharp rise in interest
rates or a sudden decline in the stock market could influence an investor's
decision whether to invest or maintain an investment in a mutual fund. As a
result, fluctuations may occur in assets which the Company has under
administration due to changes in interest rates and other investment
considerations. A significant investor trend seeking alternatives to mutual
fund investments could have a negative impact on the Company's revenues by
reducing the assets it administers through BISYS Fund Services. From time to
time, the Company and its bank clients waive, for competitive reasons, certain
fees normally charged to mutual funds to which it provides services. While the
Company has various programs in place, the objective of which is to insulate
itself from disadvantageous interest rate and stock market movements, no
assurances can be made that these efforts will be successful.
CONSOLIDATION IN BANKING AND FINANCIAL SERVICES INDUSTRY
There has been and continues to be merger, acquisition and consolidation
activity in the banking and financial services industry. Mergers or
consolidations of banks and financial institutions in the future could reduce
the number of the Company's clients or potential clients, and a smaller market
for the Company's services could have a material adverse impact on the Company's
businesses and results of operations. Also, it is possible that larger banks or
financial institutions resulting from mergers or consolidations would consider
the possibility of performing some or all of the services which the Company
currently provides or could provide. Should such event occur, it could have a
material adverse impact on the Company's businesses and results of operations.
-7-
<PAGE>
ACQUISITION STRATEGY
The Company has made several acquisitions since it was formed and may make
additional acquisitions. However, no assurance can be given that the Company
will make additional acquisitions in the future or that such acquisitions will
be successful. The Company may incur substantial debt and non-cash amortization
expenses in making acquisitions. The issuance of Common Stock in connection
with future acquisitions or otherwise to satisfy future capital needs may result
in dilution to stockholders of the Company.
NO ANTICIPATED STOCKHOLDER DISTRIBUTIONS
The Company has not paid dividends to stockholders since its inception and
does not anticipate paying cash dividends in the foreseeable future.
POSSIBLE VOLATILITY OF STOCK PRICES
The market price of Common Stock is subject to fluctuation due to general
market conditions and conditions specific to the industry. Common Stock became
publicly traded on the Nasdaq National Market in March 1992. Since such time,
the closing price has ranged from a low of $9 7/8 per share to a high of $41 per
share. The market price of the Common Stock may be volatile due to, among other
things, technological innovations and competitive conditions affecting the
industry, the small public float and consolidations within the industry,
resulting in client losses. See "Price Range of Common Stock".
COMPETITION
The industry in which the Company operates is highly competitive. The
Company competes with well-established corporations, some of which have
financial, technical and operating resources greater than those of the Company.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent upon many management personnel, some of whom are
not parties to employment agreements. The loss or unavailability of certain of
these individuals could have a material adverse effect on the Company's business
prospects. The Company's success will also depend on its ability to attract and
retain highly skilled personnel in all areas of its business. No assurance can
be given that the Company will be able to attract and retain personnel on
acceptable terms in the future.
-8-
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds from the sale of the Shares will be paid directly
to the Selling Stockholders.
PRICE RANGE OF COMMON STOCK
Common Stock is traded on the Nasdaq National Market under the symbol
"BSYS". The following table sets forth the range of high and low sales prices
of Common Stock for the periods indicated.
Quarter Ended:
FISCAL YEAR 1997 HIGH LOW
September 30, 1996 41 29 3/4
December 31, 1996 (through
November 22, 1996) 41 1/4 35 1/4
FISCAL YEAR 1996
September 30, 1995 29 21 3/4
December 31, 1995 30 3/4 24 13/16
March 31, 1996 33 1/8 27 1/2
June 30, 1996 38 3/4 32
FISCAL YEAR 1995
September 30, 1994 22 3/8 18 3/4
December 31, 1994 22 1/4 19
March 31, 1995 22 5/8 17 1/2
June 30, 1995 22 7/8 19
On November 22, 1996, the last per share sale price of a share of Common
Stock on the Nasdaq National Market was $35 7/8.
SELLING STOCKHOLDERS
All of the Shares offered hereby are to be sold for the accounts of the
Selling Stockholders set forth herein. The 750,031 Shares offered hereby are
being registered pursuant to registration rights granted by the Company to
former stockholders of SSG in connection with the SSG Merger and former
stockholders of TUG in connection with the TUG Merger.
All of the Selling Stockholders are former stockholders of either SSG or
TUG. In connection with the SSG Merger and the TUG Merger, each of the Selling
Stockholders represented to the Company that it was acquiring its Shares without
any present intention of effecting a distribution in those Shares. The Company
granted certain registration rights to (i) the Selling Stockholders who were
formerly SSG stockholders under a Registration Rights Agreement dated April 22,
1996 among the Company and such stockholders and (ii) the Selling Stockholders
who were formerly TUG stockholders under a Registration Rights Agreement dated
June 28, 1996 among the Company and such stockholders, in recognition that the
Selling Stockholders may wish to be able to sell some or all of their Shares
when they deem it appropriate. The Company agreed to file at its expense a
registration statement with the
-9-
<PAGE>
Commission covering the Shares held by the Selling Stockholders and to use its
best efforts to keep such registration statement effective until the earlier to
occur of the sale of all Shares covered by the registration statement or two
years from the effective date of the SSG Merger, in the case of former SSG
Stockholders, or eighteen months after the effective date of such registration
statement, in the case of former TUG stockholders. The Company will prepare and
file at its expense such amendments and/or supplements to such registration
statement as may be necessary until all of the Shares have been sold pursuant to
the registration statement or until such registration obligations have
terminated.
The following table sets forth certain information, as of the date of this
Prospectus, with respect to the Selling Stockholders. The Shares are to be
offered by and for the respective accounts of the Selling Stockholders:
Common Stock Common Stock
Beneficially Owned Maximum Amount Beneficially Owned
PRIOR TO OFFERING OFFERED HEREBY AFTER OFFERING(1)
SELLING STOCKHOLDER AMOUNT PERCENT
Betty Fenicle 519 519 0 0
Ronald J. Fulton 5,394 5,394 0 0
Charles F. Goetz(2,3) 181,253 67,454 113,799 *
Charles F. Goetz, as
Trustee of the Charles F.
Goetz Charitable
Trust(2,3) 44,970 44,970 0 0
Lucille Greenwell 519 519 0 0
J. Randall Grespin(4) 41,109 41,109 0 0
Crisa Hamilton 4,123 4,123 0 0
Patricia A. Heins 1,557 1,557 0 0
Paul G. Henry(2,3) 32,090 11,923 20,167 *
Paul G. Henry, as
Trustee of the Paul
G. Henry Charitable
Trust(2,3) 8,000 8,000 0 0
Alan H. Herman 5,394 5,394 0 0
Robert M. Jones(2) 123,360 11,002 112,358 *
Robert M. Jones, as
Trustee of the
Robert and Laura
Jones Charitable
Trust(2) 100,000 100,000 0 0
Byron S. Kopman2 8,590 4,268 4,322 *
Arthur A. Kusic 5,881 5,881 0 0
Steven C. Leisher 2,938 2,938 0 0
James V. Medici 4,123 4,123 0 0
Anthony A. Pascotti4 380,093 380,093 0 0
William P. Ratz4 5,394 5,394 0 0
Robert S. Salva 4,123 4,123 0 0
Larry Steele2 22,336 11,100 11,236 *
Gary D. Weller, and
Susan A. Weller4 27,816 27,816 0 0
Steven Wevodau and
Judith A. Wevodau 2,331 2,331 0 0
-10-
<PAGE>
______________________
* Less than 1%.
1 Assumes all of the Shares offered hereby are sold.
2 Former stockholders of SSG. All other Selling Stockholders were former
stockholders of TUG.
3 Mr. Goetz is President, and Mr. Henry is Vice President, of BISYS Creative
Solutions, Inc., a wholly owned subsidiary of the Company.
4 Mr. Pascotti is President, Mr. Grespin is Executive Vice President and Mr.
Weller and Mr. Ratz are Senior Vice Presidents of T.U.G., Inc., a wholly
owned subsidiary of the Company.
-11-
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholders for their respective accounts on the Nasdaq National Market or in
negotiated transactions at market prices prevailing at the time of sale or at
negotiated prices.
Such transactions may be effected by the sale of Shares directly to
purchasers, to or through underwriters or broker-dealers acting as agents for
the Selling Stockholders or to underwriters or broker-dealers who may purchase
Shares as principals and thereafter sell the Shares from time to time in the
over-the-counter market, in negotiated transactions or otherwise. Such
broker-dealers, if any, may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
for whom such broker-dealers may act as agents or to whom they may sell as
principals or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions). Some or all of the Shares offered hereby
may from time to time alternatively be sold pursuant to Rule 144 under the
Securities Act provided the requirements of such rules, including, without
limitation, the holding period and the manner of sale requirements, are met.
Selling Stockholders may pledge Shares as collateral for margin accounts and
such Shares could be resold pursuant to the terms of such accounts. The Selling
Stockholders will pay or assume brokerage and selling commissions or other
charges and expenses incurred in connection with the sale of Shares.
The Selling Stockholders and any broker-dealers acting in connection with
such sales may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act and any discount, commission or concession received
by them and any profit on the resale of the Shares may be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Shanley & Fisher, P.C., Morristown, New Jersey.
EXPERTS
The consolidated balance sheets as of June 30, 1996 and 1995 and the
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended June 30, 1996, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, which is based in
part on the report of Price Waterhouse LLP, independent accountants, given on
the authority of such firms as experts in accounting and auditing.
-12-
