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As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE BISYS GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3532663
(State or Other (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation or
Organization)
150 Clove Road
Little Falls, New Jersey 07424-2136
(Address of Principal Executive Offices)(Zip Code)
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THE BISYS GROUP, INC.
1999 EQUITY PARTICIPATION PLAN
(Full Title of the Plan)
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KEVIN J. DELL, ESQ.
Executive Vice President, General Counsel and Secretary
The BISYS Group, Inc.
150 Clove Road
Little Falls, New Jersey 07424-2136
(Name and address of agent for service)
(973) 812-8600
(Telephone number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price per aggregate registration
to be registered registered(1) share(2) offering price(2) fee(1)(2)
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<S> <C> <C> <C> <C>
Common Stock, $.02 par value 2,000,000 $60.50 $121,000,000 $31,944
(including Common Stock Shares
purchase rights)(3)
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</TABLE>
(1) Pursuant to Instruction E to Form S-8, this registration shall also be
deemed to cover 247,539 shares, 362,400 shares and 781,497 shares, or an
aggregate of 1,391,436 shares, previously registered on Form S-8, File Nos.
33-91676, 333-2966 and 333-43351, respectively, which shares are being
carried forward from predecessor plans and for which an aggregate
registration fee of $12,781 was paid with the registration of those shares.
(2) Calculated pursuant to Rule 457(c) and 457(h) based upon a price of $60.50
per share, which was the average of the high and low prices reported on the
Nasdaq National Market on June 27, 2000.
(3) Prior to the occurrence of certain events, purchase rights for Common Stock
will not be evidenced separately from the Common Stock.
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EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 to register 2,000,000 shares of the Registrant's common
stock, $.02 par value ("Common Stock"), issuable pursuant to the Registrant's
1999 Equity Participation Plan (the "Plan"). A total of 1,550,000 shares of
Common Stock were registered by Registration Statement on Form S-8, File No.
33-91676, to be issued pursuant to The BISYS Group, Inc. Amended and Restated
Stock Option and Restricted Stock Purchase Plan (the "1992 Plan"). A total of
1,000,000 shares of Common Stock were registered by a Registration Statement on
Form S-8, File No. 333-2966, to be issued pursuant to The BISYS Group, Inc. 1995
Stock Option Plan (the "1995 Plan"). A total of 2,000,000 shares of Common Stock
were registered by a Registration Statement on Form S-8, File No. 333-43351, to
be issued pursuant to The BISYS Group, Inc. 1996 Stock Option Plan (the "1996
Plan"). There are 247,539 shares registered in connection with the 1992 Plan,
362,400 shares registered in connection with the 1995 Plan and 781,497 shares
registered in connection with the 1996 Plan, or an aggregate of 1,391,436
shares, which remain available for the grant of options under the respective
plans. On November 12, 1999, the Company's stockholders approved the Plan. These
1,391,436 shares registered in connection with the 1992 Plan, 1995 Plan and 1996
Plan are carried forward to, and are deemed covered by, this Registration
Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933 (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, 1999 (file no. 1-6571) that contains audited financial statements
for the Registrant's fiscal year ended June 30, 1999;
(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, 1999; 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.
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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. And
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.
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
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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.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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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 The BISYS Group, Inc. 1999 Equity Participation Plan (incorporated by
reference to Exhibit B to the Registrant's proxy statement for its
1999 Annual Meeting of Stockholders, filed with the Securities and
Exchange Commission on October 12, 1999).
5* Opinion of Drinker Biddle & Shanley LLP
23.1* Consent of Drinker Biddle & Shanley LLP (included in Exhibit 5).
23.2* Consent of PricewaterhouseCoopers LLP
24* Powers of Attorney
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* Filed herewith
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
or securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or
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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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Little Falls, State of New Jersey, on the 29th
day of June, 2000.
THE BISYS GROUP, INC.
By: /s/ Lynn J. Mangum
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Lynn J. Mangum
Chairman of the Board, President
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:
Signatures Title Date
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/s/ Lynn J. Mangum Director, Chairman of the June 29, 2000
------------------------ Board, President and Chief
Lynn J. Mangum Executive Officer (Principal
Executive Officer)
/s/ Dennis R. Sheehan Executive Vice President and June 29, 2000
------------------------ Chief Financial Officer
Dennis R. Sheehan (Principal Accounting and
Financial Officer)
* Director June 29, 2000
------------------------
Robert J. Casale
* Director June 29, 2000
------------------------
Thomas A. Cooper
* Director June 29, 2000
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Jay W. DeDapper
* Director June 29, 2000
------------------------
John J. Lyons
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* Director June 29, 2000
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Thomas E. McInerney
* Director June 29, 2000
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Joseph J. Melone
*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 29,
2000 pursuant to a power of attorney filed herewith.
By: /s/ Lynn J. Mangum
--------------------------------
Lynn J. Mangum
Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Drinker Biddle & Shanley LLP
23.1 Consent of Drinker Biddle & Shanley LLP
(included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
</TABLE>
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