<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 Identification Number)
Jurisdiction of
Incorporation or
Organization)
150 Clove Road
Little Falls, New Jersey 07424-2136
(Address of Principal Executive Offices) (Zip Code)
----------
The BISYS Group, Inc.
Non-Employee Directors' Stock Option Plan
(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 200,000 $31.3125 $6,262,500 $1,847.44
(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 an additional 200,000 shares of the
Registrant's common stock, $.02 par value ("Common Stock"), issuable pursuant
to the Registrant's Non-Employee Directors' Stock Option Plan (the "Plan").
The Registrant previously registered 75,000 shares of its Common Stock under
the Plan pursuant to a Registration Statement on Form S-8 (Registration No.
33-91666).
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.
<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* The BISYS Group, Inc. Non-Employee Directors' Stock Option Plan, as
amended.
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.
- -----------------
* 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;
(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;
3
<PAGE>
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 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
- ---------------------- Board and Chief Executive
Lynn J. Mangum Officer
Robert J. McMullan Executive Vice President, December 22, 1997
- ---------------------- Chief Financial and
Robert J. McMullan 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
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.3 The BISYS Group, Inc. Non-Employee Directors' Stock Option Plan, as
amended.
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.
477412
7
<PAGE>
Exhibit 4.3
(As amended effective November 13, 1997)
THE BISYS GROUP, INC.
Non-Employee Directors' Stock Option Plan
SECTION 1. Purpose. The purpose of The BISYS Group, Inc. Non-Employee
Directors' Stock Option Plan (the "Plan") is to promote the interests of The
BISYS Group, Inc., a Delaware corporation (the "Company"), and its
stockholders by providing a means to attract and retain highly-qualified
non-employee directors through the grant of options to purchase Common Stock
of the Company. By encouraging such stock ownership, the Company also seeks
to develop in its non-employee directors a sense of personal involvement in
the business and financial success of the Company, and to align the interests
of such directors with those of the Company's stockholders. It is intended
that this purpose will be effected by the granting of "non-qualified stock
options" to acquire the Common Stock of the Company. Under the Plan and
subject to the restrictions contained therein, the Board of Directors shall
have the authority to grant "non-qualified stock options" as described in
Treasury Regulation 1.83-7 of any successor regulation thereto. The Plan is
not subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERlSA"). In addition, it is intended that the grant of options
pursuant to the Plan shall not affect the status of the Company's
non-employee directors as "disinterested persons" within the meaning of Rule
16b-3(a)(2)(i).
SECTION 2. Definitions. For purposes of this Plan, the following terms
used herein shall have the following meanings, unless a different meaning is
clearly required by the context.
2.1. "Board of Directors" shall mean the Board of Directors of the
Company.
2.2. "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.3. "Committee" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.
2.4. "Common Stock" shall mean the common stock, $.02 par value, of the
Company.
2.5. "Non-Employee Director" shall mean a duly elected and serving member
of the Board of Directors who is not also, and who, for a period of at least
one year has not been, an employee of the Company or of any parent or
subsidiary of the Company.
2.6. "Option" shall mean any stock option granted to a Non-Employee
Director pursuant to this Plan.
1
<PAGE>
SECTION 3. Participation. Each Non-Employee Director shall participate
in the Plan.
SECTION 4. Common Stock Subject to the Plan.
4.1. Number of Shares. Subject to Section 7 hereof, the total number of
shares of Common Stock for which Options may be granted under this Plan shall
not exceed in the aggregate 275,000 shares of Common Stock.
4.2. Source of Shares. The Shares of Common Stock that may be subject to
Options granted under this Plan may be either authorized and unissued shares or
shares reacquired at any time and now or hereafter held as treasury stock as
the Board of Directors may determine. In the event that any outstanding
Option expires or is terminated for any reason, the shares allocable to the
unexercised portion of such Option shall again become available for issuance
pursuant to the Plan. If any shares of Common Stock acquired pursuant to the
exercise of an Option shall have been repurchased or reacquired by the Company,
then such shares shall again become available for issuance pursuant to the Plan.
SECTION 5. Administration of the Plan.
5.1. Committee. The Plan shall be administered by the Board of Directors
or, if established at any time by the Board of Directors, by a committee
thereof (the "Committee") consisting of members of the Board of Directors who
are not Non-Employee Directors. The Committee may be appointed from time to
time by, and shall serve at the pleasure of, the Board of Directors.
Notwithstanding any other provision of the Plan, Options may only be granted
under this Plan in compliance with Section 5.6 hereof, and the Board of
Directors (or the Committee) may not exercise any discretion with respect
thereto.
5.2. Interpretations. The Board of Directors (or the Committee) shall be
authorized to interpret the Plan and may, from time to time, adopt such rules
and regulations, not inconsistent with the provisions of the Plan, as it may
deem advisable to carry out the purpose of the Plan.
5.3. Interpretations Conclusive. The interpretation and construction by
the Board of Directors (or the Committee) of any provision of the Plan, any
Option granted hereunder or any agreement evidencing any such Option shall be
final and conclusive upon all parties.
5.4. Voting. Subject to Section 5.6 hereof, if a Committee shall not
then be constituted for purposes of administering the Plan, Non-Employee
Directors may vote on any matter affecting the administration of the Plan or
the granting of Options under the Plan; provided, however, that no
Non-Employee Director shall vote upon the granting of an Option to himself,
but any such Non-Employee Director may be counted in determining the
existence of a quorum at any meeting of the Board of Directors at which the
Plan is administered or action is taken with respect to the granting of any
Option.
2
<PAGE>
5.5. Exculpation. All expenses and liabilities incurred by the Board of
Directors (or the Committee) in the administration of the Plan shall be borne
by the Company. The Board of Directors (or the Committee) may employ
attorneys, consultants, accountants or other persons in connection with the
administration of the Plan. The Company, and its officers and directors,
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. No member of the Board of Directors (or the Committee) shall be
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan or any Option granted hereunder.
5.6. Granting of Options; Exercise Price; Vesting. Effective with the
1997 Annual Meeting of Stockholders, each Non-Employee Director elected by
stockholders at the 1997 Annual Meeting and each Non-Employee Director
elected by stockholders for the first time thereafter will receive an option
to purchase 25,000 shares of Common Stock (subject to adjustment in the same
manner as provided in Section 7 hereof with respect to shares of Common Stock
subject to Options then outstanding) upon such election. The options will
have an exercise price equal to the fair market value of a share of Common
Stock on the date of grant and will be exercisable to the extent vested. The
options will vest 20% on the date of grant and 20% upon each re-election to
the Board by stockholders at subsequent annual meetings until such option is
vested in full. A new stock option for an additional 25,000 shares (subject
to adjustment in the same manner as provided in Section 7 hereof with respect
to shares of Common Stock subject to Options then outstanding) will be
granted to each Non-Employee Director upon re-election by stockholders at the
next annual meeting following the annual meeting at which the prior option
became fully vested. For purposes of the Plan, the fair market value of the
Common Stock shall mean, as of any date, the closing price of the Common
Stock as reported on the NASDAQ National Market System or on the principle
national securities exchange on which the Common Stock shall then be listed
or, if no prices shall be reported on such date, on the last preceding date
on which such prices are reported. The provisions of this paragraph 5.6 may
not be amended more than once every six months, other than to comport with
changes in the Code, ERISA, or the rules thereunder.
SECTION 6. Terms and Conditions of Options. The terms and conditions of
each Option granted under the Plan shall be specified by the Board of
Directors (or the Committee) and shall be set forth in an agreement between
the Company and the Non-Employee Director in such form as the Board of
Directors (or the Committee) shall approve.
The terms and conditions of each Option agreement shall include
the following:
(a) The exercise price and vesting of Options shall be as determined in
accordance with Section 5.6 hereof
(b) Options shall expire and terminate on the date that is the tenth
anniversary of the date of grant.
3
<PAGE>
(c) Options shall not be transferable otherwise than by will or the
laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title-I of ERISA or the rules
thereunder.
SECTION 7. Adjustments. In the event that, after the adoption of the
Plan by the Board of Directors and the stockholders of the Company, the
outstanding shares of the Company's Common Stock shall be increased or
decreased or changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or if another corporation
through reorganization, merger or consolidation, recapitalization,
reclassification, stock split, split-up, combination or exchange of shares or
declaration of any dividends payable in Common Stock or in any other manner
effected without the receipt of consideration by the Company, the Board of
Directors shall appropriately adjust (i) the number of shares of Common Stock
subject to Options to be granted in accordance with Section 5.6 hereof, (ii)
the number of shares of Common Stock (and the option price per share) subject
to the unexercised portion of any outstanding Option, and (iii) the number of
shares of Common Stock for which Options may be granted under this Plan as
set forth in Section 4.1 hereof, in each case, to the nearest possible full
share, and such adjustments shall be effective and binding for all purposes
of this Plan.
SECTION 8. Amendment of the Plan. Subject to the restrictions contained
in Section 5.6 hereof, the Board of Directors may amend the Plan from time to
time as it deems desirable; provided, however, that, the Board of Directors
shall not amend the Plan in any manner that requires the approval of
stockholders of the Company pursuant to Rule 16b-3 unless the required
approval of stockholders is obtained. In any event, no amendment made after
the date an Option is granted shall adversely affect any right of any
Non-Employee Director with respect to such Option without the written consent
of such Non-Employee Director.
SECTION 9. Compliance with Rule 16b-3. The Company shall use its best
efforts to maintain this Plan, and to assure the Options are granted and
exercised under this Plan, in accordance with Rule 16b-3 (to the extent Rule
16b-3 could be applicable to any transaction in securities arising in
connection with this Plan), and any and all successor statutes and
regulations of said Rule 16b-3, including, without limitation, the seeking of
any appropriate amendments to this Plan and all requisite approvals and
consents of such amendments; provided, however, that except as otherwise set
forth in the Plan, the Company shall take no action that adversely affects
Options then outstanding under this Plan without the prior written consent of
the holders of such Options.
SECTION 10. Effect of the Plan on Non-Employee Directors. Neither the
Plan nor any Option granted hereunder to a Non-Employee Director shall be
construed as conferring upon such Non-Employee Director any right to remain a
member of the Board of Directors or to be nominated for reelection as a
member of the Board of Directors.
SECTION 11. Termination of the Plan. The Board of Directors may
terminate the Plan at
4
<PAGE>
any time. Unless the Plan shall theretofore have been terminated by the
Board of Directors, the Plan shall terminate ten years after the date of its
approval by vote of stockholders of the Company, or on such earlier date as
the number of shares of Common Stock available for issuance pursuant to
Section 4. 1 hereof shall be insufficient to allow the grant of Options as
provided in Section 5.6 hereof. No Option may be granted hereunder after
termination of the Plan. The termination or amendment of the Plan shall not
alter or impair any rights or obligations under any Option theretofore
granted under the Plan.
SECTION 12. Effective Date of the Plan. This Plan shall be effective
as of November 15, 1994, the date on which the Plan was approved by the
stockholders of the Company.
5
<PAGE>
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.
Non-Employee Directors' Stock Option Plan, as amended
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 200,000 shares of the Company's common stock, par value
$.02 per share (the "Shares"), pursuant to the Company's Non-Employee
Directors' Stock Option Plan, as amended (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
