<PAGE> 1
As filed with the Securities and Exchange Commission on June 28, 1999
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 ASSUMED FROM HML, INC.
(Full Title of the Plan)
KEVIN J. DELL, ESQ.
Senior 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 maximum Proposed maximum
offering price per aggregate offering
Title of securities Amount to be share (1) price (1) Amount of
to be registered registered registration fee
================================= =============== ================== ================== ==================
<S> <C> <C> <C> <C>
Common Stock, $.02 par value 15,777 $57.44 $906,231 $252
(including Common Stock purchase Shares
rights) (2)
================================ =============== ================= ================== =================
</TABLE>
(1) Calculated pursuant to Rule 457(c) and 457(h) based upon a price of $57.44
per share, which was the average of the high and low prices reported on the
Nasdaq National Market on June 23, 1999.
(2) Prior to the occurrence of certain events, purchase rights for Common Stock
will not be evidenced separately from the Common Stock.
<PAGE> 2
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 employees of the Company who
were former employees of HML, Inc. ("HML"). Said Stock Options were assumed by
the Company in connection with the Company's acquisition of HML by merger on May
28, 1999.
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, 1998 (file no. 1-6571) that contains audited financial
statements for the Registrant's fiscal year ended June 30, 1998;
(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, 1998; 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> 3
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> 4
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, Commission File No. 0-19922).
4.3.* Form of Non-Qualified Stock Option Agreement covering stock options
assumed by The BISYS Group, Inc. in connection with the acquisition of
HML, Inc. by merger.
5* Opinion of Shanley & Fisher, P.C.
23.1* Consent of Shanley & Fisher, P.C. (included in Exhibit 5).
23.2* Consent of PricewaterhouseCoopers LLP
24* Powers of Attorney
- ---------------
* 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> 5
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.
(h) 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> 6
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
25th day of June, 1999.
THE BISYS GROUP, INC.
By: Lynn J. Mangum
------------------------------------
Lynn J. Mangum
Chairman of the Board and
Chief Executive Officer
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:
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
Lynn J. Mangum Director, Chairman of the June 25, 1999
- ----------------------------------- Board and Chief Executive
Lynn J. Mangum Officer (Principal Executive
Officer)
Dennis R. Sheehan Executive Vice President and June 25, 1999
- ----------------------------------- Chief Financial Officer
Dennis R. Sheehan (Principal Accounting and
Financial Officer)
* Director June 25, 1999
- -----------------------------------
Robert J. Casale
* Director June 25, 1999
- -----------------------------------
Thomas A. Cooper
* Director June 25, 1999
- -----------------------------------
Jay W. DeDapper
* Director June 25, 1999
- -----------------------------------
John J. Lyons
* Director June 25, 1999
- -----------------------------------
Thomas E. McInerney
</TABLE>
5
<PAGE> 7
* Lynn J. Mangum hereby signs this Registration Statement on Form S-8 on behalf
of each of the indicated persons for whom he is attorney-in-fact on June 25,
1999 pursuant to a power of attorney filed herewith.
By: Lynn J. Mangum
---------------------------------
Lynn J. Mangum
Attorney-in-Fact
6
<PAGE> 8
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.3 Form of Non-Qualified Stock Option Agreement covering stock
options assumed by The BISYS Group, Inc. in connection with the
acquisition of HML, Inc. by merger.
5 Opinion of Shanley & Fisher, P.C.
23.1 Consent of Shanley & Fisher, P.C. (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
7
<PAGE> 1
EXHIBIT 4.3
THE BISYS GROUP, INC.
Non-Qualified Stock Option Agreement
Employee/Optionee:
Number of Option Shares:
Pursuant to a Merger Agreement dated May 28, 1999, by and among HML, Inc.
("HML") and The BISYS Group, Inc. (the "Company"), among others, the Company has
agreed to assume your existing options previously granted for a total of
shares of HML common stock (the "Assumed Options") and to convert same into and
issue this option (the "Option") to purchase the number of shares of the
Company's Common Stock, $.02 par value ("Common Stock"), set forth above. You
accept this Option in conversion and exchange for your prior HML options. Such
number of shares (as such may be adjusted as described in Section 10 below) is
herein referred to as the "Option Shares". This Option shall constitute and be
treated as a "non-qualified stock option" as described in Treasury Regulation
Section 1.83-7 for federal income tax purposes. The terms and conditions of this
Option are set out below. You further agree that this Option will be deemed
subject to the terms and conditions of the Company's 1996 Stock Option Plan (the
"Plan").
1. Date of Grant. This Option is granted to you as of the "Grant Date" set
forth on the Grant Detail Report (which is the initial date of grant of
the Assumed Options).
2. Termination of Option. Your right to exercise this Option (and to
purchase the Option Shares) shall expire and terminate in all events on
the earliest to occur of:
(i) the "Expiration Date" set forth on the Grant Detail
Report; or
(ii) the date provided in Sections 8(a), 8(b) or 8(c)
below in the event you cease to be employed on a
full-time basis by the Company or any Subsidiary of
the Company (as defined in the Plan).
3. Option Price. The purchase price to be paid upon the exercise of this
Option shall be the "Option Price" set forth on the Grant Detail
Report, which represents the exercise price per share of the Assumed
Options as converted pursuant to the terms of the Merger Agreement.
4. Vesting Provisions. This option shall vest and thereupon become
exercisable in accordance with the schedule set forth
Page 1 of 5
<PAGE> 2
under the captions "Options Vested" and "Options Becoming Exercisable"
on the Grant Detail Report, which is the same vesting schedule as the
Assumed Options.
5. Additional Provisions Relating to Exercise.
(a) Once you become entitled to exercise this Option (and purchase
Option Shares) as provided in Section 4 hereof, such right
will continue until the date on which this Option expires and
terminates pursuant to Section 2 hereof.
(b) The Committee, in its sole discretion, may at any time
accelerate the time at which this Option may be exercised by
you with respect to any Option Shares. In furtherance of the
foregoing, in the event of:
(i) a sale or other disposition of more than 50% of the
outstanding Common Stock of the Company to an
unrelated and unaffiliated third party purchaser,
other than in connection with an underwritten public
offering registered under the Securities Act of 1933,
as amended ( a "Stock Sale") or,
(ii) a sale of substantially all of the assets of the
Company (as determined by the Board of Directors of
the Company) to an unrelated and unaffiliated third
party purchase (an "Asset Sale"),
in which the purchaser, in the case of either a Stock Sale or
an Asset Sale, does not offer to substitute new or
substantially equivalent stock options with respect to all
Option Shares which you had theretofore not otherwise become
entitled to purchase hereunder ("Unvested Option Shares"),
then if the Board of Directors of the Company determines that
the Company had achieved not less than 90% of its business
plan immediately preceding the completion of such Stock Sale
or Asset Sale, as the case may be, the Committee may (but
shall in no event be required to), in its sole discretion,
thereupon permit you to exercise this Option with respect to
50% of such Unvested Option Shares. In connection with the
foregoing, you hereby understand and acknowledge that the
terms of the preceding sentence shall not be binding on the
Board of Directors of the Company of the Committee.
6. Exercise of Option.
(a) To exercise the Option, you must deliver a completed copy of
the attached Option Exercise Form to the address indicated on
the Form, specifying the number of Option Shares being
purchased as a result of such
Page 2 of 5
<PAGE> 3
exercise, together with payment of the full option price for
the Option Shares being purchased. Payment of the option price
must be made in cash or by check or by use of any cashless
stock option exercise program offered by the Company through a
brokerage firm.
(b) At the time of the exercise, you will recognize as taxable
ordinary income (compensation income), an amount equal to the
excess of the fair market value of the exercised option shares
on the date of exercise over the exercise price.
7. Transferability of Option. This Option may not be transferred by you
(other than by will or the laws of descent and distribution) and may be
exercised during your lifetime only by you.
8. Termination of Employment.
(a) In the event that you cease to be employed by the Company or
any Subsidiary on a full-time basis for any reason other than
because of your death or "disability" (within the meaning of
Section 22(e)(3) of the Code), this Option may only be
exercised within one month after you cease to be so employed,
and only to the same extent that you were entitled to exercise
this Option on the date you ceased to be so employed and had
not previously done so.
(b) In the event that you cease to be employed by the Company or
any Subsidiary on a full-time basis by reason of "disability"
(as defined in paragraph (a) above, this Option may only be
exercised within one year after the date you cease to be so
employed, and only to the same extent that you were entitled
to exercise this Option on the date you ceased to be so
employed by reason of such disability and had not previously
done so.
(c) In the event that you die while employed on a full-time basis
by the Company or any Subsidiary (or within a period of one
month after ceasing to be employed by the Company or any
Subsidiary on a full-time basis for any reason other than
"disability" (as defined in paragraph (a) above) or within a
period of one year after ceasing to be employed by the Company
on a full-time basis by reason of such "disability"), this
Option may only be exercised within one year after your death.
In such event, this Option may be exercised during such one
year period by the executor or administrator of your estate or
by any person who shall have acquired the Option through
bequest or inheritance, but only to the same extent that you
were entitled to exercise this
Page 3 of 5
<PAGE> 4
Option immediately prior to the time of your death and you had
not previously done so.
(d) Notwithstanding any provisions contained in this Section 8 to
the contrary, in no event may this Option be exercised to any
extent by anyone after the Expiration Date.
9. Representations. You further represent and warrant that you understand
the Federal, state and local income tax consequences of the granting of
this Option to you, the exercise of this Option and purchase of Option
Shares, and the subsequent sale or other disposition of any Option
Shares. In addition, you understand that the Company may be required to
withhold Federal, state or local taxes in respect of any compensation
income realized by you as result of any of any Option Shares acquired
upon exercise of the option granted hereunder. In the event that the
Company is required to withhold any such taxes, you hereby agree to
provide the Company with cash funds equal to the total Federal, state
and local taxes required to be so withheld, or make other arrangements
satisfactory to the Company regarding such payment. It is understood
that all matters with respect to the total amount of taxes to be
withheld in respect of any such compensation income shall be determined
by the Committee in its sole discretion.
10. Adjustments.
(a) Subject to paragraph (b) below, if the total outstanding
shares of Common Stock of the Company 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 of another corporation through reorganization, combination
or exchange of shares or declaration of any dividends payable
in stock, then the Board of Directors shall appropriately
adjust the number of Option Shares (and price per share)
subject to the unexercised portion of this Option (to the
nearest possible full share) subject in all cases to the
limitations of Section 425 of the Code.
(b) Notwithstanding the foregoing, in the event of:
(i) any offer to holders of Common Stock generally
relating to the acquisition of their shares
including, without limitation, through purchase,
merger, consolidation or otherwise or
(ii) any transaction generally relating to the acquisition
of substantially all of the assets or business of the
Company,
Page 4 of 5
<PAGE> 5
then the Board of Directors may make such adjustment as it
deems equitable in respect of this Option including, without
limitation, the revision or cancellation of this Option. Any
such determination by the Board of Directors shall be
effective and binding for all purposes of this Agreement.
11. Continuation of Employment. Neither the Plan nor this Option shall
confer upon you any right to continue in the employ of the Company or
any Subsidiary or limit in any respect the right of the Company or any
Subsidiary to terminate your employment at any time.
12. Plan Documents. This Option Agreement is qualified in its entirety by
reference to the provisions of the Plan applicable to "non-qualified
stock options" which are hereby incorporated herein by reference.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. If any one or more
provisions of this Agreement shall be found to be illegal or
unenforceable in any respect, the validity and enforceability of the
remaining provisions hereof shall not be in any way affected or
impaired thereby.
Please acknowledge receipt of this Option Agreement by signing the enclosed copy
of this Non-Qualified Option Agreement in the space provided below and returning
it promptly to the Chairman of the Company.
THE BISYS GROUP, INC.
By:________________________________
Lynn J. Mangum
ACCEPTED AND AGREED TO
as of the Grant Date:
_____________________________________
Employee/Optionee
Page 5 of 5
<PAGE> 1
EXHIBIT 5
SHANLEY & FISHER, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
(973) 285-1000
June 25, 1999
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 15,777 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 HML,
Inc. ("HML"). Said Stock Options were assumed by the Company in connection with
the Company's acquisition of HML by merger.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under 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.
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> 2
The BISYS Group, Inc.
June 25, 1999
Page 2
2. The Shares have been duly authorized and, when sold in the
manner and for the consideration contemplated by 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.
<PAGE> 1
EXHIBIT 23.2
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 7, 1998 (except as
to certain information presented in Note 12, for which the date is August 21,
1998), on our audits of the consolidated financial statements and financial
statement schedules of The BISYS Group, Inc. as of June 30, 1998 and 1997, and
for the years ended June 30, 1998, 1997 and 1996 which report is included in the
Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Columbus, Ohio
June 25, 1999
<PAGE> 1
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, 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 the Company pursuant to stock options granted by the Company
in connection with certain transactions approved by the Board of Directors 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 Act 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.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of June, 1999.
/s/ Thomas E. McInerney
-------------------------------------
Name: Thomas E. McInerney
Title: Director
<PAGE> 2
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, 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 the Company pursuant to stock options granted by the Company
in connection with certain transactions approved by the Board of Directors 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 Act 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.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of June, 1999.
/s/ John J. Lyons
--------------------------------------
Name: John J. Lyons
Title: Director
<PAGE> 3
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, 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 the Company pursuant to stock options granted by the Company
in connection with certain transactions approved by the Board of Directors 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 Act 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.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of June, 1999.
/s/ Jay DeDapper
-------------------------------------
Name: Jay DeDapper
Title: Director
<PAGE> 4
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Dennis R. Sheehan and Kevin J. Dell, 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 the Company pursuant
to stock options granted by the Company in connection with certain transactions
approved by the Board of Directors 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 Act 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.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of June, 1999.
/s/ Lynn J. Mangum
--------------------------------------
Name: Lynn J. Mangum
Title: Chairman of the Board,
Chief Executive Officer
and Director
<PAGE> 5
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum and Kevin J. Dell, 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 the Company pursuant
to stock options granted by the Company in connection with certain transactions
approved by the Board of Directors 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 Act 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.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of June, 1999.
/s/ Dennis R. Sheehan
--------------------------------------
Name: Dennis R. Sheehan
Title: Executive Vice President
and Chief Financial Officer
<PAGE> 6
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, 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 the Company pursuant to stock options granted by the Company
in connection with certain transactions approved by the Board of Directors 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 Act 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.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of June, 1999.
/s/ Thomas A. Cooper
-------------------------------------
Name: Thomas A. Cooper
Title: Director
<PAGE> 7
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, 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 the Company pursuant to stock options granted by the Company
in connection with certain transactions approved by the Board of Directors 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 Act 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.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 25th day of June, 1999.
/s/ Robert J. Casale
-----------------------------------
Name: Robert J. Casale
Title: Director
