BISYS GROUP INC, S-3, 1996-11-26

BISYS GROUP INC
S-3, 1996-11-26
COMPUTER PROCESSING & DATA PREPARATION

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<PAGE>

As filed with the Securities and Exchange Commission on November 26, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________
THE BISYS GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 13-3532663
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 CLOVE ROAD, LITTLE FALLS, NEW JERSEY 07424
(201) 812-8600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ROBERT J. MCMULLAN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE BISYS GROUP, INC.
150 CLOVE ROAD
LITTLE FALLS, NEW JERSEY 07424
(201) 812-8600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
KEVIN J. DELL, ESQ. STEWART E. LAVEY, ESQ.
VICE PRESIDENT, GENERAL COUNSEL SHANLEY & FISHER, P.C.
AND SECRETARY 131 MADISON AVENUE
THE BISYS GROUP, INC. MORRISTOWN, NEW JERSEY 07962
150 CLOVE ROAD (201) 285-1000
LITTLE FALLS, NEW JERSEY 07424
(201) 812-8600
_________________

Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.

________________________________________________________

COVER CONTINUED ON NEXT PAGE

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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------

TITLE OF PROPOSED PROPOSED
EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRA-
REGISTERED REGISTERED SHARE(1) PRICE(1) TION FEE

Common 750,031 $36.125 $27,094,870 $8,211
Stock, $0.02 shares
par value
_____________________________________________________________________________
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon a price of $36.125 per share, which
was the average of the high and low sale prices reported on the Nasdaq National
Market on November 22, 1996.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>

SUBJECT TO COMPLETION DATED NOVEMBER 26, 1996

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 Distri-bution". 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 7 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 , 1996.

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

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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. . . . . . . . . . . . . . . . . . . . . . . 4

Documents Incorporated By Reference. . . . . . . . . . . . . . . . 5

The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . 10

Price Range of Common Stock. . . . . . . . . . . . . . . . . . . . 10

Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . 10

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . 13

Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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<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 Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the Commission's Regional Offices at Suite 1400, Northwestern
Atrium Center, 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.

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 as 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.

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<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).

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<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.

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<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

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<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.

-8-

<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.

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<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

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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 Offering1
----------------- -------------- --------------

SELLING STOCKHOLDER AMOUNT PERCENT
- ------------------- ------ -------

<S> <C> <C> <C> <C>
Betty Fenicle 519 519 0 0
Ronald J. Fulton 5,394 5,394 0 0
Charles F. Goetz2,3 226,223 112,424 113,799 *
Lucille Greenwell 519 519 0 0
J. Randall Grespin4 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, as
Trustee for the Paul
G. Henry Charitable
Trust2,3 40,090 19,923 20,167 *
Alan H. Herman 5,394 5,394 0 0
Robert M. Jones, as
Trustee for the
Robert and Laura
Jones Charitable
Trust2,3 223,360 111,002 112,358 *
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
______________________
</TABLE>

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* 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.

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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.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
- -----------------------------------------------------

Registration Fee-Securities and
Exchange Commission $ 8,211
Accounting Fee and Expenses 7,500
Legal Fees and Expenses 15,000
Blue Sky Fees and Expenses 2,000
Miscellaneous Expenses 2,000
------

TOTAL $34,711
------
------

All of the foregoing estimated expenses are being borne by The BISYS Group, Inc.
(the "Registrant").

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is organized under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law permits a Delaware
corporation to indemnify any person who is a party (or is threatened to be made
a party) to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may similarly
indemnify such person in the case of actions or suits brought by or in the right
of the corporation, except (unless otherwise ordered by the court) that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation.

A corporation may indemnify such person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Any indemnification shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification is
proper in the circumstances

II-1

<PAGE>

because the person has met the aforesaid standard of conduct. Such
determination shall be made (1) by a majority vote of the directors who were not
parties to the action, suit, or proceeding, whether or not a quorum, or (2) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders. To the extent
that a director, officer, employee or agent of a corporation has been successful
on the merits, or otherwise, in defense of any action, suit or proceeding
described above, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection therewith. The statute also
provides that it is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaws, agreement, vote of
stockholders or disinterested directors, or otherwise. The Registrants' By-Laws
provide for the indemnification of its directors and officers to the fullest
extent permitted by law.

Section 102(b)(7) of the Delaware General Corporation Law allows a Delaware
corporation to limit or eliminate the personal liability of directors to the
corporation and its stockholders for monetary damages for breach of fiduciary
duty as a director. However, this provision excludes any limitation on
liability (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involved intentional misconduct or a knowing violation of law, (3) for
intentional or negligent payment of unlawful dividends or stock purchases or
redemptions or (4) for any transaction from which the director derived an
improper benefit. Moreover, while this provision provides directors with
protection against awards for monetary damages for breaches of their duty of
care, it does not eliminate such duty. Accordingly, this provision will have no
effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of his or her duty of care. Finally,
this provision applies to an officer of a corporation only if he or she is a
director of such corporation and is acting in his or her capacity as director,
and does not apply to officers of the corporation who are not directors.

The Registrant's Certificate of Incorporation provides for the limitation
on liability permitted by Section 102(b)(7). The Registrant maintains directors
and officers' liability insurance.

II-2

<PAGE>

ITEM 16. EXHIBITS

(a) Exhibits

The following exhibits are filed as part of this Registration Statement:

4.1 Amended and Restated Certificate of Incorporation of the Registrant,
as further amended by Certificate of Retirement of Preferred Stock
(incorporated by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 1995).

4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement No. 33-45417).

4.3 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement No. 33-45417).

4.4 Registration Rights Agreement dated April 22, 1996 among the
Registrant and the several persons named on Schedule I thereto
(incorporated by reference to Exhibit No. 10.21 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1996).

4.5* Amendment No. 1 dated October 15, 1996 to Registration Rights
Agreement dated April 22, 1996 among the Registrant and the several
persons named therein.

4.6 Registration Rights Agreement dated June 28, 1996 among the Registrant
and the several persons named on Schedule I thereto (incorporated by
reference to Exhibit No. 10.23 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996).

5.1* Opinion of Shanley & Fisher, P.C.

23.1* Consent of Coopers & Lybrand L.L.P.

23.2* Consent of Price Waterhouse LLP

23.3* Consent of Shanley & Fisher, P.C. (included in Exhibit 5.1)

24.1* Powers of Attorney

99.1 Agreement and Plan of Merger dated April 22, 1996 among the
Registrant, BISYS Acquisition Corp., Strategic Solutions Group, Inc.
and the stockholders of Strategic Solutions Group, Inc. (incorporated
by reference to Exhibit No. 10.20 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1996).

II-3

<PAGE>

99.2 Agreement and Plan of Merger dated as of June 28, 1996 among the
Registrant, T.U.G., Inc. ("TUG") and the stockholders of TUG
(incorporated by reference to Exhibit No. 10.22 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1996).

- ------------------

* Filed herewith

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange

II-4

<PAGE>

Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-5

<PAGE>

SIGNATURES

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-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Little Falls, State of New Jersey, on November
25, 1996.

THE BISYS GROUP, INC.

By: /s/ Kevin J. Dell
----------------------------------------
Kevin J. Dell, Vice President,
General Counsel and Secretary

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 dates indicated.

SIGNATURE TITLE

/s/ Lynn J. Mangum Chairman of the Board, Chief Executive
- ------------------------- Officer and Director (Principal
Lynn J. Mangum Executive Officer)

/s/ Robert J. Mcmullan Executive Vice President and Chief
- ------------------------- Financial Officer (Principal
Robert J. McMullan Accounting and Principal Financial
Officer)

* President, Chief Operating Officer and
- -------------------------
Paul H. Bourke Director

* Director
- -------------------------
Jay W. DeDapper

* Director
- -------------------------
John J. Lyons

* Director
- -------------------------
Thomas E. McInerney

* Director
- -------------------------
Neil P. Marcous

II-6

<PAGE>

*Lynn J. Mangum hereby signs this Registration Statement on Form S-3 on behalf
of each of the indicated persons for whom he is attorney-in-fact on November 25,
1996 pursuant to a power of attorney filed herewith.

By: /s/ Lynn J. Mangum
----------------------
Lynn J. Mangum
Attorney-in-fact

Dated: November 25, 1996

II-7

<PAGE>

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

4.5 Amendment No. 1 dated October 15, 1996 to Registration Rights
Agreement dated April 22, 1996 among the Registrant and the
several persons named therein.

5.1 Opinion of Shanley & Fisher, P.C.

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Price Waterhouse LLP

23.3 Consent of Shanley & Fisher, P.C.
(included in Exhibit 5.1)

24.1 Powers of Attorney

<PAGE>

EXHIBIT 4.5

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
WAIVER OF CERTAIN LOCK-UP LIMITATIONS

OCTOBER 15, 1996

THIS IS TO EVIDENCE THE AGREEMENT BY AND BETWEEN THE PERSONS NAMED BELOW (THE
"SECURITYHOLDERS") AND THE BISYS GROUP, INC. ("BISYS") TO AMEND THE REGISTRATION
RIGHTS AGREEMENT DATED APRIL 22, 1996 BY AND BETWEEN THE SECURITYHOLDERS AND
BISYS TO ALLOW FOR ONE DEMAND REGISTRATION RIGHT FOR REGISTRATION OF UP TO TWO
YEARS OF CERTAIN SHARES OF COMMON STOCK OF BISYS HELD BY THE SECURITYHOLDERS AND
THE AGREEMENT OF BISYS TO WAIVE CERTAIN LIMITATIONS ON THE SECURITYHOLDERS WITH
RESPECT TO THE TRANSFER OF SHARES OF COMMON STOCK OF BISYS SET FORTH IN THE
AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT") DATED APRIL 22, 1996 AMONG
BISYS, BISYS ACQUISITION CORP., STRATEGIC SOLUTIONS GROUP, INC. AND THE
SECURITYHOLDERS, IN EACH CASE, EFFECTIVE OCTOBER 15, 1996 AS MORE FULLY AND
SPECIFICALLY SET FORTH BELOW.

1. THE LAST SENTENCE OF SUBPARAGRAPHS (B) OF SECTION 2 (REQUIRED REGISTRATION)
OF THE REGISTRATION RIGHTS AGREEMENT IS REPLACED IN ITS ENTIRETY WITH THE
FOLLOWING:

"THE COMPANY SHALL NOT BE OBLIGATED TO EFFECT REGISTRATION OF REGISTERABLE
STOCK PURSUANT TO THIS SECTION 2 ON MORE THAN ONE OCCASION WHICH OBLIGATION
SHALL BE SATISFIED UPON REGISTRATION OF THE REGISTERABLE STOCK AS REQUESTED BY
NOTICE FROM THE SECURITYHOLDERS DATED SEPTEMBER 20, 1996."

2. THE NEXT TO LAST PARAGRAPH OF SECTION 4 (REGISTRATION PROCEDURES) OF THE
REGISTRATION RIGHTS AGREEMENT IS REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:

"FOR PURPOSES OF SECTION 4(A) AND (B) ABOVE, THE PERIOD OF DISTRIBUTION OF
REGISTERABLE STOCK IN A FIRM COMMITMENT UNDERWRITTEN PUBLIC OFFERING SHALL BE
DEEMED TO EXTEND UNTIL EACH UNDERWRITER HAS COMPLETED THE DISTRIBUTION OF ALL
SECURITIES PURCHASED BY IT, AND THE PERIOD OF DISTRIBUTION OF REGISTERABLE STOCK
IN ANY OTHER REGISTRATION SHALL BE DEEMED TO EXTEND UNTIL THE EARLIER TO OCCUR
OF THE SALE OF ALL REGISTERABLE STOCK COVERED THEREBY OR TWO YEARS AFTER THE
EFFECTIVE DATE."

ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE
MEANING SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT. THIS AMENDMENT MAY BE
EXECUTED IN COUNTERPARTS BY FACSIMILE SIGNATURE WHICH COUNTERPARTS WHEN TAKEN
TOGETHER SHALL CONSTITUTE A BINDING AGREEMENT.

SECURITYHOLDERS: THE BISYS GROUP, INC.

/s/ CHARLES F. GOETZ BY: /s/ ROBERT J. MCMULLAN
- ------------------------- -------------------------------
CHARLES F. GOETZ ROBERT J. MCMULLAN
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
/s/ ROBERT M. JONES
- -------------------------
ROBERT M. JONES

/s/ PAUL G. HENRY
- -------------------------
PAUL G. HENRY

/s/ BYRON S. KOPMAN
- -------------------------
BYRON S. KOPMAN

/s/ LARRY STEELE
- -------------------------
LARRY STEELE

<PAGE>

PAGE 2.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
WAIVER OF CERTAIN LOCK-UP LIMITATIONS
OCTOBER 15, 1996

BISYS HEREBY WAIVES CERTAIN LIMITATIONS OF SECTION 7.11 (TRANSFER
RESTRICTIONS AFTER THE EFFECTIVE TIME) (A) (LOCK-UP) OF THE MERGER AGREEMENT TO
EXPRESSLY PERMIT, AFTER SEPTEMBER 30, 1996, THE TRANSFER OF THE SHARES OF BISYS
COMMON STOCK RECEIVED BY THE SECURITYHOLDERS IN CONNECTION WITH THE MERGER (I)
TO A TRUST AS CONTEMPLATED BY SECTION 10 (MISCELLANEOUS) (B) OF THE REGISTRATION
RIGHTS AGREEMENT AND/OR (II) TO EFFECT A "COLLAR" TRANSACTION FOR PURPOSES OF
MITIGATING RISK AND PRESERVING A "CONTINUITY OF INTEREST"; PROVIDED THAT ANY
SHARES SUBJECT TO SUCH "COLLAR" TRANSACTION SHALL NOT BE CONSIDERED
REGISTERABLE STOCK FOR PURPOSES OF THE REGISTRATION RIGHTS AGREEMENT.

THE BISYS GROUP, INC.

BY: /s/ ROBERT J. MCMULLAN
------------------------------------
ROBERT J. MCMULLAN
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

<PAGE>

Exhibit No. 5.1

Shanley & Fisher, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979

November 25, 1996

The BISYS Group, Inc.
150 Clove Road
Little Falls, New Jersey 07424

Re: The BISYS Group, Inc.

Ladies and Gentlemen:

We have acted as special counsel to The BISYS Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a registration
statement on Form S-3 (the "Registration Statement") relating to the offer and
sale of up to 750,031 shares of the Company's common stock, par value $.02 per
share, presently issued and outstanding (the "Shares"). The Shares are to be
offered and sold for the accounts of the selling stockholders named in the
prospectus constituting a part of the Registration Statement.

This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").

For purposes of this opinion, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of the Registration
Statement, together with exhibits filed as a part thereof and all such other
documents, records, certificates, including certificates of public officials,
and other instruments as we have deemed necessary or appropriate.

<PAGE>

The BISYS Group, Inc.
November 25, 1996
Page 2

Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized, validly issued and are fully paid and
non-assessable, and will, when sold, be validly issued, fully paid and
non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein and in the prospectus
constituting a part thereof under the caption "Legal Matters". By giving the
foregoing consent, we do not admit that we are persons whose consent is required
under Section 7 of the Act.

Very truly yours,

Shanley & Fisher, P.C.

<PAGE>

Exhibit 23.1

COOPERS & LYBRAND L.L.P.

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
The BISYS Group, Inc. (the "Company") on Form S-3 of our report dated August 16,
1996 on our audits of the consolidated financial statements of The BISYS Group,
Inc. and subsidiaries as of June 30, 1996 and 1995, and for each of the three
years in the period ended June 30, 1996, which report is incorporated by
reference into the Company's Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts".

Coopers & Lybrand L.L.P.

New York, New York
November 25, 1996

<PAGE>

Exhibit 23.2

PRICE WATERHOUSE LLP

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
April 29, 1994, which appears as Exhibit 99 of The BISYS Group, Inc.'s Annual
Report on Form 10-K for the year ended June 30, 1996. We also consent to the
reference to us under the heading "Experts" in such Prospectus.

Price Waterhouse LLP

Price Waterhouse LLP
New York, New York
November 22, 1996

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and
appoints Lynn J. Mangum and Robert J. McMullan, and each of them, as his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to do any and all
acts and things and to execute any and all instruments and documents which said
attorney-in-fact and agent may deem necessary or desirable to enable The BISYS
Group, Inc. (the "Company") to comply with the Securities Act of 1933, as
amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission (the "Commission") thereunder, in connection
with the registration under the Act of shares of common stock of the Company,
par value $.02 ("Common Stock"), to be offered and sold by selling stockholders
of the Company, including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Securities Act of 1933, as amended, on an
appropriate form covering said shares of Common Stock, and any amendments to
such registration statement, to be filed with the Commission, and to any and all
instruments or documents filed as part of or in connection with such
registration statement or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney and agent shall do or cause to be
done by virtue hereof.