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As filed with the Securities and Exchange Commission on April 27, 2001
Registration No. 333-56860
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 CLOVE ROAD, LITTLE FALLS, NEW JERSEY 07424
(973) 812-8600
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
KEVIN J. DELL, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE BISYS GROUP, INC.
150 CLOVE ROAD
LITTLE FALLS, NEW JERSEY 07424
(973) 812-8600
(Name, address, including zip code, and telephone number, including area code,
of agent for service) Copies to:
STEWART E. LAVEY, ESQ.
DRINKER BIDDLE & SHANLEY LLP
500 CAMPUS DRIVE
FLORHAM PARK, NEW JERSEY 07932
(973) 360-1100
-----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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COVER CONTINUED ON NEXT PAGE
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
TITLE OF PROPOSED PROPOSED
EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRA-
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) TION FEE
- ---------- ------------- --------- ---------- ----------
Common 442,602 $46.61 $20,629,680 $5,158
Stock, $0.02 shares ----- ---------- -----
par value,
(including
Common Stock
purchase
rights)(3)
- -----------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common
Stock that become issuable in connection with the shares registered hereby by
reasons of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that results in an
increase in the number of the Company's outstanding shares of Common Stock.
(2) On March 12, 2001, the Registrant filed the Registration Statement on
Form S-3 to register 29,245 shares of Common Stock and paid a registration fee
of $380.00 based on a proposed maximum offering price of $1,502,462, or $51.375
per share, which was the average of the high and low sale prices of Common Stock
reported on the Nasdaq National Market on March 7, 2001. This Amendment to the
Registration Statement registers an additional 442,602 shares of Common Stock.
The proposed maximum offering price per share and proposed maximum aggregate
offering price of those additional shares are estimated in accordance with Rule
457(c) solely for the purpose of calculating the additional registration fee
based on a price of $ 46.61 per share, which was the average of the high and low
sale prices of Common Stock on the Nasdaq National Market on April 24, 2001.
(3) Prior to the occurrence of certain events, purchase rights for Common Stock
will not be evidenced separately from the Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
THE BISYS GROUP, INC.
471,847 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 471,847 shares
of our common stock by the selling stockholders set forth herein. The selling
stockholders acquired 29,245 shares in connection with our acquisition of P. J.
Robb Variable Corp. by merger and 442,602 shares in connection with our
acquisition of Boston Institutional Group, Inc. by merger.
YOU SHOULD CAREFULLY CONSIDER THE RISKS OF AN INVESTMENT IN OUR COMMON
STOCK. RISK FACTORS BEGIN ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The selling stockholders may sell the shares from time to time in
public transactions or in privately negotiated transactions at market prices
prevailing at the time of sale or at negotiated prices. The timing and amount of
any sale are within the sole discretion of the selling stockholders. We will not
receive any of the proceeds from the sale of shares.
BISYS common stock is listed on the Nasdaq National Market under the
symbol "BSYS". The last per share sale price of BISYS common stock as reported
on the Nasdaq National Market on April 24, 2001 was $46.58.
The date of this Prospectus is , 2001.
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TABLE OF CONTENTS
Page
Where You Can Find More Information......................................................... 3
The Company................................................................................. 4
Risk Factors................................................................................ 5
Use of Proceeds............................................................................. 10
Selling Stockholders........................................................................ 10
Plan of Distribution........................................................................ 12
Legal Matters............................................................................... 13
Experts..................................................................................... 14
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any materials we file with
the SEC at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the public reference room
by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available through
the SEC's internet site located at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this Prospectus
the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Prospectus, and
information that we later file with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future documents filed with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934:
- Our Annual Report on Form 10-K for the fiscal year ended June
30, 2000, filed with the SEC on September 15, 2000 (SEC File
No. 0-19922);
- Our Quarterly Reports on Form 10-Q for the fiscal quarter
ended September 30, 2000, filed with the SEC on November 14,
2000 (SEC File No. 0-19922) and the fiscal quarter ended
December 31, 2000, filed with the SEC on February 12, 2001
(SEC File No. 0-19922);
- Our Current Report on Form 8-K dated July 1, 2000, filed with
the SEC on July 13, 2000 (SEC File No. 0-19922);
- Our Current Report on Form 8-K/A dated September 15, 2000,
filed with the SEC on September 15, 2000 (SEC File No.
0-19922);
- Our Current Report on Form 8-K dated March 8, 2001, filed
with the SEC on March 8, 2001 (SEC File No. 0-19922);
- Our Current Report on Form 8-K dated March 15, 2001, filed
with the SEC on March 15, 2001 (SEC File No. 0-19922); and
- The description of our common stock and purchase rights for
shares of our common stock attached to our common stock
described in our registration statements on Form 8-A filed on
March 10, 1992 and on May 8, 1997 with the SEC pursuant to
Section 12 of the Securities Exchange Act (SEC File No.
0-19922) and any amendment or report filed for the purpose of
updating those descriptions.
You may request a copy of any document incorporated by reference at no
cost, by writing or telephoning us at:
The BISYS Group, Inc.
150 Clove Road
Little Falls, New Jersey 07424
Attention: Secretary
Telephone: 973-812-8600
We will not include the exhibits to those documents you request, except
for exhibits specifically incorporated by reference.
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You should rely only on the information contained in this Prospectus,
any supplement to this Prospectus or information incorporated by reference. We
have not authorized anyone to provide you with different information. You should
not assume that the information in this Prospectus, or any supplement, is
accurate as of any date other than the date on the front of the document. These
securities are not being offered in any state where the offer is not permitted.
THE COMPANY
BISYS and our wholly-owned subsidiaries provide value-added business
process outsourcing solutions to more than 15,000 financial institutions and
corporate clients through our integrated business units.
Our services include:
- information processing and check imaging solutions;
- distribution and administration of mutual funds;
- retirement plan recordkeeping;
- insurance distribution solutions;
- professional certification training, licensing and
continuing education; and
- investment industry consulting.
We were organized in August 1989 to acquire certain banking and thrift
data processing operations of Automatic Data Processing, Inc. ("ADP"). Our
traditional business was established in 1966 by United Data Processing, Inc.,
the predecessor of the banking and thrift data processing operations of ADP.
Together with our predecessors, we have provided outsourcing solutions to the
financial services industry for more than 30 years.
Selling stockholders hereunder are former stockholders of P.J. Robb
Variable Corp. and Boston Institutional Group, Inc. See "Selling Stockholders".
In February 2001, we acquired all of the outstanding equity interests
in The Advanced Markets, LLC and related companies, including P.J. Robb
Variable Corp. These companies are wholesale distributors of life insurance
products and services for clients of brokerage firms, financial institutions
and independent agents. The Advanced Markets and P.J. Robb Variable Corp. are
now a part of our Insurance and Education Services group.
In April 2001, we acquired all of the equity interests in Boston
Institutional Group by merger. Boston Institutional Group, through its
subsidiaries, is a provider of outsourcing services for mutual fund complexes
and research for the mutual fund and variable annuity market that supports
institutional trading. Boston Institutional Group is now a part of our
Investment Services group.
We are incorporated under the laws of the State of Delaware. Our
principal executive offices are located at 150 Clove Road, Little Falls, New
Jersey 07424 (telephone (973) 812-8600).
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RISK FACTORS
You should carefully consider the following risk factors, together with
the other information in this Prospectus, before you make a decision on whether
to purchase any shares of common stock offered by this Prospectus.
This Prospectus contains forward-looking statements. These statements
are identified by words like "believe", "will", "intend", "expect", "should",
"could", "anticipate", "estimate" and "project". Our actual results could differ
materially from these statements due to risks and uncertainties, including the
ones described below:
RISKS RELATED TO OUR BUSINESS
THE FINANCIAL SERVICES MODERNIZATION ACT OF 1999 COULD ADVERSELY IMPACT OUR
BUSINESS BY EXPANDING THE POWERS OF OUR BANKING CLIENTS AND REDUCING THEIR
OUTSOURCING.
The adoption of the Financial Services Modernization Act of 1999
repeals key provisions of the Glass-Steagall Act and lifts many restrictions
limiting banks from the underwriting and distribution of securities. As a
result of these regulatory changes, we expect that some of our bank customers
with proprietary mutual funds may, over time, internalize certain distribution
functions that we currently provide. If that were to happen, it could have a
material adverse impact on our business and results of operations.
OUR BUSINESS CAN BE SIGNIFICANTLY AFFECTED BY DIRECT AND INDIRECT GOVERNMENTAL
REGULATION, WHICH REDUCES OUR FLEXIBILITY AND INCREASES THE COSTS OF DOING
BUSINESS.
Our business is affected by federal, state and foreign regulations. Our
noncompliance with these regulations could result in the suspension or
revocation of our licenses or registrations, including broker/dealer licenses
and registrations and insurance producer licenses and registrations. Regulatory
authorities could also impose on us civil fines and criminal penalties for
noncompliance.
Some of our subsidiaries are registered with the Securities and
Exchange Commission as broker-dealers. Much of the federal regulation of
broker-dealers has been delegated to self-regulatory organizations, principally
the National Association of Securities Dealers, Inc. and the national
securities exchange. Broker-dealers are subject to regulations which cover all
aspects of their securities business, including, for example:
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- sales methods;
- trading practices;
- use and safekeeping of customers' funds and
securities;
- capital structure;
- recordkeeping; and
- the conduct of directors, officers and employees.
The operations of our broker-dealers and their profitability could be affected
by:
- federal and state legislation;
- changes in rules and regulations of the SEC, banking
and other regulatory agencies, and self-regulatory
agencies; and
- changes in the interpretation or enforcement of
existing laws, rules and regulations.
Banks and other depository institutions with whom we do business are
also subject to extensive regulation at the federal and state levels under laws
and regulations applicable to regulated financial institutions. They are also
subject to extensive examination and oversight by federal and state regulatory
agencies. Changes in the laws, rules and regulations affecting our client banks
and financial institutions and the examination of their activities by applicable
regulatory agencies could adversely affect our results of operations.
Some of our subsidiaries, and officers and employees of these
subsidiaries, are required to be licensed as insurance producers in various
jurisdictions in which we conduct our insurance services business. They are
subject to regulation under the insurance laws and regulations of these
jurisdictions. Changes in the laws, rules and regulations affecting licensed
insurance producers could adversely affect our operations.
OUR REVENUES AND EARNINGS ARE SUBJECT TO CHANGES IN THE SECURITIES MARKET.
A significant portion of our earnings are derived from fees based on
the average daily market value of the assets we administer for our clients. A
sharp rise in interest rates or a sudden decline in the securities market could
influence an investor's decision whether to invest or maintain an investment in
a mutual fund. As a result, fluctuations could occur in the amount of assets
which we administer. If investors were to seek alternatives to mutual fund
investments, it could have a negative impact on our revenues by reducing the
amount of assets we administer.
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CONSOLIDATION IN THE BANKING AND FINANCIAL SERVICES INDUSTRY COULD ADVERSELY
IMPACT OUR BUSINESS BY ELIMINATING THE NUMBER OF EXISTING AND POTENTIAL CLIENTS.
There has been and continues to be merger, acquisition and
consolidation activity in the banking and financial services industry. Mergers
or consolidations of banks and financial institutions in the future could reduce
the number of our clients or potential clients. A smaller market for our
services could have a material adverse impact on our business and results of
operations. Also, it is possible that the larger banks or financial institutions
which result from mergers or consolidations could decide to perform themselves
some or all of the services which we currently provide or could provide. If that
were to occur, it could have a material adverse impact on our business and our
results of operations.
OUR ACQUISITION STRATEGY SUBJECTS US TO RISKS, INCLUDING INCREASED DEBT,
ASSUMPTION OF UNFORESEEN LIABILITIES AND DIFFICULTIES IN INTEGRATING OPERATIONS.
In the past several years, we have acquired a number of other
companies. We may make additional acquisitions. We cannot predict if or when any
additional acquisitions will occur or whether they will be successful.
Acquiring a business involves many risks, including:
- incurrence of debt;
- incurrence of unforeseen obligations or liabilities;
- difficulty in integrating the acquired operations and
personnel;
- difficulty in maintaining uniform controls,
procedures and policies;
- possible impairment of relationships with employees
and customers as a result of the integration of new
personnel;
- risk of entering markets in which we have minimal
prior experience;
- decrease in earnings as a result of non-cash charges;
and
- dilution to existing stockholders from the issuance
of our common stock to make or finance acquisitions.
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OUR SYSTEMS MAY BE SUBJECT TO INFILTRATION BY UNAUTHORIZED PERSONS.
We maintain and process data on behalf of our clients, some of which is
critical to the business operations of our clients. For example, our Information
Services Group maintains account information for our bank and insurance company
clients it services and our Investment Services Group maintains transfer agency
records and processes trades for our mutual fund clients. If our systems were
infiltrated and damaged by unauthorized persons, our clients could experience
data loss, financial loss and significant business interruption. If that were to
occur, it could have a material adverse effect on our business, financial
condition and results of operations.
WE FACE SIGNIFICANT COMPETITION FROM OTHER COMPANIES.
We face significant competition from other companies. Many of our
competitors are well-established companies, and some of them have greater
financial, technical and operating resources than we do. Competition in our
business is based primarily upon pricing, quality of products and services,
breadth of products and services, new product development and the ability to
provide technological solutions.
WE DEPEND ON KEY MANAGEMENT PERSONNEL, MOST OF WHOM DO NOT HAVE LONG-TERM
EMPLOYMENT AGREEMENTS.
Our success depends upon the continued services of our key senior
management personnel including our executive officers and the senior managers of
our businesses. None of our executive officers have employment agreements with
us and substantially all of our other senior management personnel do not have
employment agreements with us. The loss or unavailability of these individuals
could have a material adverse effect on our business prospects.
WE DEPEND ON OUR ABILITY TO ATTRACT AND RETAIN SKILLED PERSONNEL.
Our success depends on our ability to attract and retain highly
skilled personnel in all areas of our business, including our information
processing, fund management and insurance services businesses. We cannot assure
that we will be able to attract and retain personnel on acceptable terms in the
future. Our inability to attract and retain highly skilled personnel could have
an adverse effect on our business prospects.
RISKS RELATED TO OUR COMMON STOCK
WE DO NOT INTEND TO PAY DIVIDENDS.
We have never paid cash dividends to stockholders and do not anticipate
paying cash dividends in the foreseeable future. In
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addition, our existing credit facility limits our ability to pay cash dividends.
OUR STOCK PRICE HAS BEEN AND IS LIKELY TO CONTINUE TO BE VOLATILE.
The market price of our common stock has been volatile. From January 1,
1999 to April 24, 2001, the last sale price of our common stock ranged from a
low of $20.98 per share to a high of $56.88 per share.
FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE.
Sales of a substantial number of shares of our common stock in the
public market, or the appearance that such shares are available for sale, could
adversely affect the market price for our common stock. As of February 23, 2001,
we had 57,440,316 shares of common stock outstanding. As of February 23, 2001,
we also had options to purchase 7,225,247 shares of our common stock outstanding
and 4,351,208 shares of our common stock reserved for issuance pursuant to
options available for issuance under our stock option plans and employee stock
purchase plan.
ANTI-TAKEOVER EFFECTS OF CERTAIN BY-LAW PROVISIONS, DELAWARE LAW, AND OUR
SHAREHOLDER RIGHTS PLAN COULD DISCOURAGE, DELAY OR PREVENT A CHANGE IN CONTROL.
We have a shareholder rights plan. Under the plan, each holder of
shares of our common stock will receive a right to buy one share of our common
stock at an exercise price of $175. If a person or group were to acquire, or to
announce the intention to acquire, 15% or more of our outstanding shares of
common stock, and in some cases 10%, each right would entitle the holder, other
than the acquiring person or group, to purchase shares of our common stock at
the exercise price of the right with a value of twice the exercise price. This
plan could have the effect of discouraging, delaying or preventing persons from
attempting to acquire us.
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In addition, the Delaware General Corporation Law, to which we are
subject, prohibits, except under circumstances specified in the statute, a
corporation from engaging in any mergers, significant sales of stock or assets
or business combinations with any stockholder or group of stockholders who own
at least 15% of our common stock.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
offered in this Prospectus. All of the proceeds from the sale of the shares will
be paid directly to the selling stockholders.
SELLING STOCKHOLDERS
All of the shares offered by this Prospectus are to be sold
for the account of the selling stockholders shown below.
Bruce Andrew Harrison, a selling stockholder, is the former
sole stockholder of P. J. Robb Variable Corp. In connection with our acquisition
of P. J. Robb Variable Corp., he represented to us that he was acquiring shares
of our common stock without any present intention of effecting a distribution of
those shares and agreed that he would not sell or otherwise dispose of the
shares other than pursuant to an effective registration statement under the
Securities Act or pursuant to an exemption from the registration requirements of
the Securities Act.
The other selling stockholders are the former stockholders of
Boston Institutional Group, Inc. In connection with our acquisition of Boston
Institutional Group, Inc., they represented to us that they were acquiring
shares of our common stock without any present intention of effecting a
distribution of those shares and agreed that they would not sell or otherwise
dispose of the shares other than pursuant to an effective registration statement
under the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act.
We granted registration rights to the selling stockholders
under registration rights agreements between the stockholders and us, because
they wish to be able to sell some or all of their shares when they deem it
appropriate.
We agreed to file at our expense a registration statement with
the SEC covering the shares held by the selling stockholders and to use our best
efforts to keep the registration statement effective (a) in the case of Mr.
Harrison, until the earlier to occur of the sale of all of his shares covered by
the registration statement or March 1, 2002, which is the first anniversary of
the effective date of our acquisition of P. J. Robb Variable Corp. and (b) in
the case of the former stockholders of Boston Institutional Group, Inc., until
the earlier to occur of the sale of all of their shares covered by the
registration statement or April 11, 2002, which is the first anniversary of the
effective date of our acquisition of Boston Institutional Group, Inc. We will
prepare and file at our expense any amendments and/or supplements to the
registration statement as may be necessary until all of the shares have been
sold pursuant to the registration statement or until our registration
obligations have ended.
The following table sets forth information, as of the date of this
Prospectus, with respect to the selling stockholders:
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Common Stock Common Stock Beneficially Owned
Beneficially After Offering (1)
Owned Prior to Maximum Amount -------------------------------
Selling Stockholder Offering Offered Hereby(2) Amount Percent
- -------------------------- ------------- ----------------- --------- -------
Bruce Andrew Harrison (3) 29,245 29,245 0 0
Marie E. Connolly (4) 28,985 28,985 0 0
John W. Gomez (5) 57,970 57,970 0 0
William J. Nutt (6) 347,824 347,824 0 0
Joseph Tower (7) 2,318 2,318 0 0
Frederick Dey(8) 289 289 0 0
John Goc (8) 1,449 1,449 0 0
Raymond Grady(8) 2,028 2,028 0 0
Donald Thurman(8) 1,739 1,739 0 0
1 Assumes all of the shares offered hereby are sold.
2 This Prospectus also covers any additional shares of common stock that may
become issuable in connection with the shares of common stock offered
hereby by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
that results in an increase in the number of our outstanding shares of
common stock.
3 Prior to our acquisition of P. J. Robb Variable Corp., Mr. Harrison was
President and Director of P. J. Robb Variable Corp. Mr. Harrison presently
serves as President of P. J. Robb Variable Corp., our new subsidiary.
4 Prior to our acquisition of Boston Institutional Group, Inc., Ms. Connolly
was Executive Vice President and a director of Boston Institutional Group,
Inc. and a director and officer of its subsidiaries. She presently serves
as an Executive Vice President of BISYS Fund Services, Inc., our
subsidiary.
5 Prior to our acquisition of Boston Institutional Group, Inc., Mr. Gomez was
Executive Vice President and a director of Boston Institutional Group,
Inc. and a director and officer of its subsidiaries.He presently serves as
an Executive Vice President of BISYS Fund Services, Inc., our subsidiary.
6 Prior to our acquisition of Boston Institutional Group, Inc., Mr. Nutt was
Chairman, President, Chief Executive Officer and a director of Boston
Institutional Group, Inc. and a director and officer of its subsidiaries.
7 Prior to our acquisition of Boston Institutional Group, Inc., Mr. Tower was
Senior Vice President, Chief Financial Officer and Treasurer of Boston
Institutional Group, Inc. and an officer of its subsidiaries.
8 Prior to our acquisition of Boston Institutional Group, Inc., the selling
stockholders were officers of subsidiaries of Boston Institutional Group,
Inc.
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PLAN OF DISTRIBUTION
We are registering the shares for the selling stockholders. As used
herein, "selling stockholders" includes donees or pledgees selling shares
received from a selling stockholder after the date of this Prospectus and
persons selling shares received from a selling stockholder after the date of
this Prospectus by will or the laws of descent and distribution. We will bear
all costs, expenses and fees in connection with the registration of the shares
offered hereby. The selling stockholders will be responsible to pay brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares.
The selling stockholders may offer and sell their shares at various
times in one or more of the following transactions:
- on the Nasdaq National Market;
- in the over-the-counter market;
- in negotiated transactions;
- through short sales of shares;
- through put or call transactions; or
- in a combination of any of the above transactions.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale or at negotiated prices.
The selling stockholders may effect transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Those broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom those broker-dealers may act as agents or to whom
they sell as principal, or both. The compensation could, as to a particular
broker-dealer, be in excess of customary commissions.
The selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with those
transactions, broker-dealers or other financial institutions may engage in short
sales of our common stock in the course of hedging the positions they assume
with those selling stockholders. The selling stockholders may also enter into
options or other transactions with broker-dealers or other financial
institutions which require the delivery to those broker-dealers or other
financial institutions of shares offered hereby, which shares the broker-dealers
or other financial institutions may resell pursuant to this Prospectus (as
supplemented or amended to reflect the transactions).
The selling stockholders and any broker-dealers or agents that act in
connection with the sale of shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. Any discounts or commissions
received by broker-dealers and any profit on the resale of the shares sold by
them while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act.
We have agreed to indemnify the selling stockholders against certain
liabilities, including liabilities arising under the Securities Act. The selling
stockholders may agree to indemnify any agent, dealer, or broker-dealer that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities
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Act. The selling stockholders have agreed to indemnify us against certain
liabilities, including liabilities arising under the Securities Act.
Because the selling stockholders may be deemed to be an "underwriters"
within the meaning of Section 2(11) of the Securities Act, the selling
stockholders will be subject to the prospectus delivery requirements of the
Securities Act. The selling stockholders may also be subject to the
anti-manipulative provisions of Regulation M under the Securities Exchange Act
as it may apply to their sales in the market. These provisions may limit the
timing of purchases and sales.
The selling stockholders also may resell all or a portion of their
shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of that Rule.
If we are notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, distribution or a purchase by a broker
or dealer, a supplement to this prospectus will be filed, if required, pursuant
to Rule 424(b) under the Securities Act, disclosing:
- the name of each selling stockholder and of the participating
broker-dealer(s);
- the number of shares involved;
- the price at which shares were sold;
- the commissions paid or discounts or concessions allowed to
broker-dealer(s), where applicable;
- that the broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in
this Prospectus; and
- other facts material to the transaction.
In addition, if we are notified by a selling stockholder that a donee
or pledgee intends to sell more than 500 shares, a supplement to this prospectus
will be filed.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for us by
Drinker Biddle & Shanley LLP, Florham Park, New Jersey.
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16
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K of The BISYS Group, Inc. for the year ended June 30,
2000 and the audited historical financial statements of Pictorial Holdings,
Inc. included in The BISYS Group, Inc's Form 8-K/A dated September 15, 2000
have been so incorporated in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fee-Securities and
Exchange Commission $ 5,538
Accounting Fees and Expenses 5,000
Legal Fees and Expenses 10,000
Miscellaneous Expenses 2,000
-------
TOTAL $22,538
=======
All of the foregoing estimated expenses are being borne by The BISYS Group, Inc.
(the "Registrant").
ITEM 15. 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
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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 bylaws, agreement, vote
of stockholders or disinterested directors, or otherwise. The Registrants'
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.
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ITEM 16. EXHIBITS
(a) Exhibits
The following exhibits are filed as part of this Registration
Statement:
2.1* Agreement and Plan of Merger dated as of February 28, 2001 among
the Registrant, BI-PJR-BD, Inc., P. J. Robb Variable Corp. and Bruce
Andrew Harrison (excluding schedules and exhibits thereto, which the
Registrant will provide supplementally to the Commission upon
request).
2.2** Agreement and Plan of Merger dated as of February 9, 2001 among the
Registrant, Boston Institutional Group, Inc. and the Stockholders of
Boston Institutional Group, Inc. named therein (excluding schedules
and exhibits thereto, which the Registrant will provide
supplementally to the Commission upon request).
2.3** Amendment No. 1 dated as of April 6, 2001 to Agreement and Plan of
Merger dated as of February 9, 2001 among the Registrant, Boston
Institutional Group, Inc. and the Stockholders of Boston
Institutional Group, Inc. named therein.
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8, Registration No. 333-02932).
4.2 Amended and Restated By-Laws of the Registrant (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 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement No. 33-45417).
4.4* Registration Rights Agreement dated February 28, 2001 among the
Registrant and Bruce Andrew Harrison.
4.5** Registration Rights Agreement dated April 11, 2001 among the
Registrant and the Stockholders of Boston Institutional Group, Inc.
5** Opinion of Drinker Biddle & Shanley LLP.
23.1(a)** Consent of PricewaterhouseCoopers LLP.
23.1(b)** Consent of PricewaterhouseCoopers LLP.
23.2** Consent of Drinker Biddle & Shanley LLP (included in Exhibit 5)
24* Powers of Attorney
- ---------------------
* Previously filed
** Filed herewith
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ITEM 17. 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 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.
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(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 Section 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 Securities 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
Securities 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-3, and has duly caused this Amendment
No. 1 to the 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 April 26, 2001.
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.
SIGNATURE TITLE DATE
--------- ----- ----
Lynn J. Mangum Director, Chairman of April 26, 2001
- ------------------------- the Board and Chief
Lynn J. Mangum Executive Officer
(principal executive
officer)
Dennis R. Sheehan Executive Vice President April 26, 2001
- ------------------------ and Chief Financial Officer
Dennis R. Sheehan (principal accounting and
principal financial officer)
* Director April 26, 2001
- -------------------------
Robert J. Casale
* Director April 26, 2001
- -------------------------
Thomas A. Cooper
* Director April 26, 2001
- ------------------------
Jay W. DeDapper
* Director April 26, 2001
- -------------------------
John J. Lyons
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* Director April 26, 2001
- -------------------------
Thomas E. McInerney
* Director April 26, 2001
- -------------------------
Joseph J. Melone
*Lynn J. Mangum hereby signs this Amendment No. 1 to the Registration Statement
on Form S-3 on behalf of each of the indicated persons for whom he is
attorney-in-fact on April 26, 2001 pursuant to a power of attorney filed
herewith.
By: Lynn J. Mangum
----------------------
Lynn J. Mangum
Attorney-in-fact
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.2 Agreement and Plan of Merger dated as of February 9,
2001 among the Registrant, Boston Institutional
Group, Inc. and the Stockholders of Boston
Institutional Group, Inc. named therein (excluding
schedules and exhibits thereto, which the Registrant
will provide supplementally to the Commission upon
request).
2.3 Amendment No. 1 dated as of April 6, 2001 to
Agreement and Plan of Merger dated as of February 9,
2001 among the Registrant, Boston Institutional
Group, Inc. and the Stockholders of Boston
Institutional Group, Inc. named therein.
4.5 Registration Rights Agreement dated April 11, 2001
among the Registrant and the Stockholders of Boston
Institutional Group, Inc.
5 Opinion of Drinker Biddle & Shanley LLP.
23.1(a) Consent of PricewaterhouseCoopers LLP.
23.1(b) Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Drinker Biddle & Shanley LLP.
(included in Exhibit 5)
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