<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE BISYS GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3532663
(State or Other (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation or
Organization)
150 Clove Road
Little Falls, New Jersey 07424-2136
(Address of Principal Executive Offices) (Zip Code)
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The BISYS Group, Inc.
1998 Employee Stock Purchase Plan
(Full Title of the Plan)
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KEVIN J. DELL, ESQ.
Vice President, General Counsel and Secretary
The BISYS Group, Inc.
150 Clove Road
Little Falls, New Jersey 07424-2136
(Name and address of agent for service)
(973)812-8600
(Telephone number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price per aggregate Amount of
to be registered registered share (1) offering price (1) registration fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.02 par value 125,000 $31.3125 $3,914,063 $1,154.65
(including Common Stock Shares
purchase rights) (2)
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(c) and 457(h) using the average of the
high and low prices reported on the Nasdaq National Market on
December 19, 1997.
(2) Prior to the occurrence of certain events, purchase rights for Common
Stock will not be evidenced separately from the Common Stock.
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance
with the requirements of Form S-8 to register 125,000 shares of the
Registrant's common stock, $.02 par value ("Common Stock"), issuable pursuant
to the Registrant's 1998 Employee Stock Purchase Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933,
as amended (the "Act"), the documents containing the information specified in
this Part I will be sent or given to participants under the Plan. These
documents, together with the documents incorporated by reference herein
pursuant to Item 3 of Part II below, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference herein the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission"):
(a) the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997 (file no. 33-45417) that contains audited
financial statements for the Registrant's fiscal year ended June 30, 1997;
(b) all other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the Company's fiscal year ended June 30, 1997; and
(c) the description of Common Stock and purchase rights for
shares of Common Stock associated with Common Stock set forth in the
Company's registration statements on Form 8-A filed with the Commission
pursuant to Section 12 of the Exchange Act and any amendment or report filed
for the purpose of updating such descriptions.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto that indicates that all securities offered have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document that also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
None.
Item 6. 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 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 by-laws, agreement, vote of
stockholders or disinterested directors or otherwise. The Registrant's
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.
Item 7. Exemption from Registration Claimed.
Not applicable.
2
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Item 8. Exhibits.
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<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of The BISYS Group, Inc.
(incorporated by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8, No. 333-02932).
4.2 Amended and Restated By-laws of The BISYS Group, Inc. (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1997 filed with the Securities and Exchange
Commission on September 29, 1997).
4.3 The BISYS Group, Inc. 1998 Employee Stock Purchase Plan (incorporated by
reference to Exhibit A to the Registrant's proxy statement for its 1997
Annual Meeting of Stockholders, filed with the Securities and Exchange
Commission on October 3, 1997).
4.4 Rights Agreement dated as of May 8, 1997 by and between The BISYS Group,
Inc. and The Bank of New York, as Rights Agent (including the form of
Rights Certificate as Exhibit A) (incorporated by reference to Exhibit 2.1
of Form 8-A filed on May 8, 1997 with the Securities and Exchange
Commission).
5* Opinion of Shanley & Fisher, P.C.
23.1* Consent of Shanley & Fisher, P.C. (included in Exhibit 5).
23.2* Consent of Coopers & Lybrand L.L.P.
</TABLE>
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* Filed herewith.
Item 9. 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 offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
3
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(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 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 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 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 Act and will be governed by the final
adjudication of such issue.
4
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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-8 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 the 22nd day of December, 1997.
THE BISYS GROUP, INC.
By: Lynn J. Mangum
-----------------------------
Lynn J. Mangum
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes Lynn J. Mangum, Robert J. McMullan and Kevin J. Dell, and each of
them, with full power of substitution and full power to act without the
other, his or her true and lawful attorney-in-fact and agent in his or her
name, place and stead, to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all
post-effective amendments.
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:
Signatures Title Date
---------- ----- ----
Lynn J. Mangum
----------------- Director, Chairman of the December 22, 1997
Lynn J. Mangum Board and Chief Executive
Officer
Robert J. McMullan
--------------------- Executive Vice President, December 22, 1997
Robert J. McMullan Chief Financial and
Accounting Officer
Robert J. Casale
------------------- Director December 22, 1997
Robert J. Casale
Thomas A. Cooper
------------------- Director December 22, 1997
Thomas A. Cooper
Jay W. DeDapper
------------------- Director December 22, 1997
Jay W. DeDapper
John J. Lyons
------------------- Director December 22, 1997
John J. Lyons
5
<PAGE>
Thomas E. McInerney
----------------------- Director December 22, 1997
Thomas E. McInerney
Neil P. Marcous
-------------------- Director December 22, 1997
Neil P. Marcous
6
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EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Shanley & Fisher, P.C.
23.1 Consent of Shanley & Fisher, P.C. (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
476692
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EXHIBIT 5
SHANLEY & FISHER, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
December 23, 1997
The BISYS Group, Inc.
Overlook at Great Notch
150 Clove Road
Little Falls, New Jersey 07424
Re: The BISYS Group, Inc.
1998 Employee Stock Purchase Plan
Gentlemen:
We have acted as special counsel to The BISYS Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing
under the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the offer
and sale of up to 125,000 shares of the Company's common stock, par value
$.02 per share (the "Shares"), pursuant to the Company's 1998 Employee Stock
Purchase Plan (the "Plan").
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.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing under the laws of the State of Delaware.
<PAGE>
The BISYS Group, Inc.
December 23, 1997
Page 2
2. The Shares have been duly authorized and, when sold in the manner
and for the consideration contemplated by the Plan and the
Registration Statement, will 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. 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 23.2
[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
The BISYS Group, Inc. on Form S-8 of our report dated August 15, 1997, on our
audits of the consolidated financial statements and financial statement
schedules of The BISYS Group, Inc., and Subsidiaries as of June 30, 1997 and
1996, and for each of the three years in the period ended June 30, 1997,
which report is included in the Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
New York, New York
December 23, 1997
