<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
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 (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)
----------
The BISYS Group, Inc.
Employee Stock Options
(Full Title of the Plan)
----------
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)
----------
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 91,080 $30.00 $2,732,400 $828.00
(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 October 28,
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 shares of the Registrant's common stock,
$.02 par value ("Common Stock"), issuable pursuant to the exercise of certain
stock options ("Stock Options") held by two employees of the Company who were
former employees of Charter Systems, Inc. ("Charter"). Said Stock Options
were assumed by the Company in connection with the Company's acquisition of
Charter by merger on August 15, 1997.
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 holders of the Stock Options. 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.
<PAGE>
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
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description
- ------ -----------
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 Agreement and Plan of Merger dated as of August 5, 1997 among
the Registrant, BICHART Acquisition Corp., Charter Systems,
Inc., and the stockholders of Charter Systems, Inc.
(incorporated by reference to the Registrant's Registration
Statement on Form S-3, No. 333-37109).
4.4.* Non-Qualified Stock Option Agreement dated as of June 30, 1995,
by and between Charter Systems, Inc. (formerly called HARRIS
CLARKE SYSTEMS, INC. (d/b/a New England Systems)) and Philip
Kubat.
4.5* Non-Qualified Stock Option Agreement dated as of June 30, 1995
by and between Charter Systems, Inc. (formerly called HARRIS
CLARKE SYSTEMS, INC. (d/b/a New England Systems) ) and Carl
Caron.
4.6 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.
- ----------------------
* 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
3
<PAGE>
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;
(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
<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-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 30th day of October, 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 October 30, 1997
- ---------------------- Board and Chief Executive
Lynn J. Mangum Officer
Robert J. McMullan Executive Vice President, October 30, 1997
- ---------------------- Chief Financial and
Robert J. McMullan Accounting Officer
Paul H. Bourke Director October 30, 1997
- ----------------------
Paul H. Bourke
Robert J. Casale Director October 30, 1997
- ----------------------
Robert J. Casale
Thomas A. Cooper Director October 30, 1997
- ----------------------
Thomas A. Cooper
Jay W. DeDapper Director October 30, 1997
- ----------------------
Jay W. DeDapper
5
<PAGE>
John J. Lyons Director October 30, 1997
- ------------------------
John J. Lyons
Thomas E. McInerney Director October 30, 1997
- ------------------------
Thomas E. McInerney
Neil P. Marcous Director October 30, 1997
- ------------------------
Neil P. Marcous
6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.4 Non-Qualified Stock Option Agreement dated as of June 30,
1995 by and between Charter Systems, Inc. (formerly called
HARRIS CLARKE SYSTEMS, INC. (d/b/a New England Systems))
and Philip Kubat.
4.5 Non-Qualified Stock Option Agreement dated as of June 30,
1995 by and between Charter Systems, Inc. (formerly called
HARRIS CLARKE SYSTEMS, INC. (d/b/a New England Systems))
and Carl Caron.
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.
7
<PAGE>
Exhibit 4.4
NEW ENGLAND SYSTEMS
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), dated as of June
30, 1995, by and between HARRIS CLARKE SYSTEMS, INC. (d/b/a New England
Systems), a Massachusetts corporation (the "Company"), and Philip Kubat (the
"Optionee").
WHEREAS, in November 1989 in exchange for his services the Optionee was
granted an option to purchase 10% of the equity of the Company for no
consideration (the "Former Option");
WHEREAS, in connection with the recapitalization of the Company being
effected on the date hereof the Company desires to exchange the Former Option
for an option to purchase shares of the Company's Series C Preferred Stock, $.01
par value per share ("Series C Preferred Stock"), and the Optionee is willing to
do so;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Optionee hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee, and
the Optionee hereby accepts, a Non-Qualified Stock Option (the "Option") to
purchase from the Company 176,400 shares (the "Shares") of Series C Preferred
Stock. This Option is not intended to constitute an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), nor to qualify for any other special tax treatment under
the Code.
2. Option Price. This Option may be exercised at a price of $.01
per share, subject to adjustment as provided below.
3. Term of Option. This Option shall expire on November 30, 1999
(the "Expiration Date"). This Option shall be immediately exercisable in full.
<PAGE>
4. Other Conditions and Limitations. The Option shall not be
assignable or transferable by the Optionee otherwise than by will or by the laws
of descent and distribution, and the Option shall be exercisable during the
lifetime of the Optionee by the Optionee only.
5. Exercise of Option. Written notice of the exercise of the Option
or any portion thereof shall be given to the Chief Financial Officer of the
Company accompanied by the option price in cash or by check.
6. Stock Dividends; Stock Splits; Stock Combinations;
Recapitalizations. Appropriate adjustment shall be made in the maximum number
of Shares subject to this option and in the number, kind and option price of
Shares covered by this Option to the extent it remains outstanding, to give
effect to any stock dividends, stock splits, stock combinations,
recapitalizations and other similar changes in the capital structure of the
Company after the date of this Agreement.
7. Capital Changes and Business Successions. Upon the occurrence of
any of the following events the Optionee's rights with respect to this Option
shall terminate: (i) a consolidation of the Company with or acquisition of the
Company by another entity in a merger or sale of all or substantially all of the
Company's assets; (ii) a recapitalization or reorganization of the Company
pursuant to which securities of the Company or of another corporation are issued
with respect to the outstanding shares of Series C Preferred Stock; or (iii) the
dissolution or liquidation of the Company. The Company shall provide written
notice to the Optionee with respect to any of the foregoing events at least ten
(10) days prior to the consummation thereof.
8. Taxation: Tax Withholding Requirements. The Optionee understands
and acknowledges that upon his exercise of the Option hereunder he will
recognize for income tax purposes an amount of ordinary income equal to the
excess, if any, of the fair market value of the Shares over the option price.
Any amounts required by any then applicable tax law to be withheld by the
Company from the compensation the Optionee is deemed to have received upon any
exercise of this Option or portion thereof shall, to the extent possible, be
withheld from the cash compensation paid by the Company to the Optionee; to the
extent such withholding amounts cannot be so withheld, the Company shall, within
seven (7) days after it receives notice of such exercise, notify the Optionee of
such withholding amounts not so withheld and the Optionee shall pay to the
Company the stated
2
<PAGE>
withholding amounts within ten (10) days of such notification and prior to
delivery of any certificate(s) for Shares purchased by the Optionee.
9. Compliance With Securities Laws. The Company shall not be
obligated to sell or issue any Shares pursuant to this option unless the Shares
with respect to which this Option is being exercised are at that time
effectively registered or exempt from registration under the Securities Act of
1933, as amended (the "Act"), and any applicable state securities or blue sky
law ("Blue Sky Law"). In the event Shares or other securities shall be issued
which shall not be so registered, the Optionee hereby represents, warrants and
agrees that he will receive such Shares or other securities for investment and
not with a view to the resale or distribution thereof, and will not transfer
such Shares or other securities unless they are effectively registered for such
transfer under the Act and any applicable Blue Sky Law or unless an opinion of
counsel satisfactory to the Company has been received by the Company to the
effect that such registration is not required. The Optionee further agrees that
the stock certificate or certificates evidencing such Shares may bear a legend
setting forth such restrictions on their transferability.
10. Rights as a Stockholder; No Obligation to Continue Employment.
The Optionee shall have no rights as a stockholder with respect to the Shares
subject to the Option until the exercise of the Option and the issuance of a
stock certificate for the Shares with respect to which the option shall have
been exercised. Nothing herein contained shall impose any obligation on the
Company or any of its subsidiaries or the Optionee with respect to the
Optionee's continued employment by the Company or any of its subsidiaries.
Nothing herein contained shall impose any obligation upon the Optionee to
exercise the Option.
11. No Other Equity Interest. The Optionee hereby expressly
relinquishes and waives any and all rights it may have had under the Former
Option and acknowledges that he has no equity interest in the Company other than
this Option.
12. Miscellaneous. In case any one or more of the provisions or
part of any provision contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision or part of a provision had never been
contained herein. This Agreement shall
3
<PAGE>
be binding upon and inure to the benefit of the parties hereto, and to their
respective heirs, executors, administrators, successors and assigns. This
Agreement shall be governed by and construed and administered in accordance
with the laws of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.
HARRIS CLARKE SYSTEMS, INC.
(D/B/A NEW ENGLAND SYSTEMS)
By:/s/ Peter C. Cowie
------------------------
Date:
Accepted and Agreed:
/s/ Philip Kubat
- -----------------
Philip Kubat
Date:
<PAGE>
Exhibit 4.5
NEW ENGLAND SYSTEMS
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), dated as of June
30, 1995, by and between HARRIS CLARKE SYSTEMS, INC. (d/b/a New England
Systems), a Massachusetts corporation (the "Company"), and Carl Caron (the
"Optionee").
WHEREAS, in November 1992 in exchange for his services the Optionee was
granted an option to purchase 5% of the equity of the Company for no
consideration (the "Former Option");
WHEREAS, in connection with the recapitalization of the Company being
effected on the date hereof the Company desires to exchange the Former Option
for an option to purchase shares of the Company's Series C Preferred Stock, $.01
par value per share ("Series C Preferred Stock"), and the Optionee is willing to
do so;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Optionee hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee, and
the Optionee hereby accepts, a Non-Qualified Stock Option (the "Option") to
purchase from the Company 88,200 shares (the "Shares") of Series C Preferred
Stock. This Option is not intended to constitute an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), nor to qualify for any other special tax treatment under
the Code.
2. Option Price. This Option may be exercised at a price of $.01
per share, subject to adjustment as provided below.
3. Term of Option. This Option shall expire on November 30, 2002
(the "Expiration Date"). This Option shall be immediately exercisable in full.
4. Other Conditions and Limitations. The Option shall not be
assignable or transferable by the Optionee otherwise
<PAGE>
than by will or by the laws of descent and distribution, and the Option shall
be exercisable during the lifetime of the Optionee by the Optionee only.
5. Exercise of Option. Written notice of the exercise of the Option
or any portion thereof shall be given to the Chief Financial Officer of the
Company accompanied by the option price in cash or by check.
6. Stock Dividends; Stock Splits; Stock Combinations;
Recapitalizations. Appropriate adjustment shall be made in the maximum number
of Shares subject to this Option and in the number, kind and option price of
Shares covered by this Option to the extent it remains outstanding, to give
effect to any stock dividends, stock splits, stock combinations,
recapitalizations and other similar changes in the capital structure of the
Company after the date of this Agreement.
7. Capital Changes and Business Successions. Upon the occurrence of
any of the following events the Optionee's rights with respect to this Option
shall terminate: (i) a consolidation of the Company with or acquisition of the
Company by another entity in a merger or sale of all or substantially all of the
Company's assets; (ii) a recapitalization or reorganization of the Company
pursuant to which securities of the Company or of another corporation are issued
with respect to the outstanding shares of Series C Preferred Stock; or (iii) the
dissolution or liquidation of the Company. The Company shall provide written
notice to the Optionee with respect to any of the foregoing events at least ten
(10) days prior to the consummation thereof.
8. Taxation: Tax Withholding Requirements. The Optionee understands
and acknowledges that upon his exercise of the Option hereunder he will
recognize for income tax purposes an amount of ordinary income equal to the
excess, if any, of the fair market value of the Shares over the option price.
Any amounts required by any then applicable tax law to be withheld by the
Company from the compensation the Optionee is deemed to have received upon any
exercise of this Option or portion thereof shall, to the extent possible, be
withheld from the cash compensation paid by the Company to the Optionee; to the
extent such withholding amounts cannot be so withheld, the Company shall, within
seven (7) days after it receives notice of such exercise, notify the Optionee of
such withholding amounts not so withheld and the Optionee shall pay to the
Company the stated withholding amounts within ten (10) days of such notification
and
2
<PAGE>
prior to delivery of any certificate(s) for Shares purchased by the Optionee.
9. Compliance With Securities Laws. The Company shall not be
obligated to sell or issue any Shares pursuant to this Option unless the Shares
with respect to which this Option is being exercised are at that time
effectively registered or exempt from registration under the Securities Act of
1933, as amended (the "Act"), and any applicable state securities or blue sky
law ("Blue Sky Law"). In the event Shares or other securities shall be issued
which shall not be so registered, the Optionee hereby represents, warrants and
agrees that he will receive such Shares or other securities for investment and
not with a view to the resale or distribution thereof, and will not transfer
such Shares or other securities unless they are effectively registered for such
transfer under the Act and any applicable Blue Sky Law or unless an opinion of
counsel satisfactory to the Company has been received by the Company to the
effect that such registration is not required. The Optionee further agrees that
the stock certificate or certificates evidencing such Shares may bear a legend
setting forth such restrictions on their transferability.
10. Rights as a Stockholder; No Obligation to Continue Employment.
The Optionee shall have no rights as a stockholder with respect to the Shares
subject to the Option until the exercise of the Option and the issuance of a
stock certificate for the Shares with respect to which the Option shall have
been exercised. Nothing herein contained shall impose any obligation on the
Company or any of its subsidiaries or the Optionee with respect to the
Optionee's continued employment by the Company or any of its subsidiaries.
Nothing herein contained shall impose any obligation upon the Optionee to
exercise the Option.
11. No Other Equity Interest. The Optionee hereby expressly
relinquishes and waives any and all rights it may have had under the Former
Option and acknowledges that he has no equity interest in the Company other than
this Option.
12. Miscellaneous. In case any one or more of the provisions or part
of any provision contained in this Agreement shall, for any reason, be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision or part of this
Agreement, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision or part of a provision had never been contained herein.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto,
3
<PAGE>
and to their respective heirs, executors, administrators, successors and
assigns. This Agreement shall be governed by and construed and administered
in accordance with the laws of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.
HARRIS CLARKE SYSTEMS, INC.
(D/B/A NEW ENGLAND SYSTEMS)
By:/s/ Peter C. Cowie
----------------------------------
Date:
Accepted and Agreed:
/s/ Carl Caron
- ---------------------------
Carl Caron
Date: 2/18/97
4
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EXHIBIT 5
SHANLEY & FISHER, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
(973) 285-1000
October 30, 1997
The BISYS Group, Inc.
Overlook at Great Notch
150 Clove Road
Little Falls, New Jersey 07424
Re: The BISYS Group, Inc.
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 91,080 shares of the Company's common stock, par value $.02
per share (the "Shares"), issuable pursuant to the exercise of certain stock
options ("Stock Options") held by employees of the Company who were former
employees of Charter Systems, Inc. ("Charter"). Said Stock Options were
assumed by the Company in connection with the Company's acquisition of
Charter by merger.
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.
2. The Shares have been duly authorized and, when sold in the manner and
for the consideration contemplated by
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The BISYS Group, Inc.
October 30, 1997
Page 2
the Stock Options 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.
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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 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.
/s/ Coopers & Lybrand L.L.P.
New York, New York
October 31, 1997
