As filed with the Securities and Exchange Commission on April 19, 2002
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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.)
90 PARK AVENUE, NEW YORK, NEW YORK 10016
(212) 907-6000
(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.
90 PARK AVENUE
NEW YORK, NEW YORK 10016
(212) 907-6000
(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. / /
--------------------------------------------------------
COVER CONTINUED ON NEXT PAGE
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 32,000 shares $32.25 $1,032,000 $100
Stock, $0.02
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) The proposed maximum offering price per share is estimated in accordance
with Rule 457(c) solely for the purpose of calculating the registration fee
based on a price of $32.25 per share, which was the average of the high and low
sale prices of Common Stock on the New York Stock Exchange on April 18, 2002.
(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.
PROSPECTUS
THE BISYS GROUP, INC.
32,000 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 32,000 shares of our
common stock by the selling stockholder set forth herein. The selling
stockholder acquired the shares in connection with our acquisition of P. J. Robb
Variable Corp. 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 stockholder 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 stockholder. We will not receive
any of the proceeds from the sale of shares.
BISYS common stock is listed on the New York Stock Exchange under the symbol
"BSG". The closing price of BISYS common stock as reported on the New York Stock
Exchange on April 18, 2002 was $32.00.
The date of this Prospectus is , 2002.
TABLE OF CONTENTS
Page
----
Special Note Regarding Forward-Looking Statements........................ 3
Where You Can Find More Information...................................... 3
The Company.............................................................. 4
Risk Factors............................................................. 5
Selected Financial Data.................................................. 10
Use of Proceeds.......................................................... 12
Selling Stockholders..................................................... 12
Plan of Distribution..................................................... 13
Legal Matters............................................................ 15
Experts.................................................................. 16
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference in this
Prospectus contain "forward-looking statements" within the meaning of the
securities laws. These forward-looking statements are subject to a number of
risks and uncertainties, many of which are beyond our control. All statements
other than statements of historical facts included or incorporated by reference
in this Prospectus, regarding our strategy, future operations, financial
position, estimated revenues, projected costs, prospects, plans and objectives
of management are forward-looking statements. When used in this Prospectus or
incorporated by reference herein, the words "will," "believe," "anticipate,"
"intend," "estimate," "expect," "project" and similar expressions are intended
to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. All forward-looking statements speak
only as of the date of this Prospectus. We do not undertake any obligation to
update or revise publicly any forward-looking statements, whether as a result of
new information, future events or otherwise. Although we believe that our plans,
intentions and expectations reflected in or suggested by the forward-looking
statements we make in this Prospectus and in documents incorporated by reference
herein are reasonable, we can give no assurance that such plans, intentions or
expectations will be achieved. The cautionary statements qualify all
forward-looking statements attributable to us or persons acting on our behalf.
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,
2001, filed with the SEC on September 28, 2001 (SEC File No. 0-19922);
3
- Our Quarterly Reports on Form 10-Q for the fiscal quarter ended
September 30, 2001, filed with the SEC on November 13, 2001 (SEC File No.
0-19922) and for the fiscal quarter ended December 31, 2001, filed with the SEC
on February 12, 2002 (SEC File No. 0-19922);
- Our Current Report on Form 8-K, filed with the SEC on March 26, 2002
(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 February 27, 2002 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.
90 Park Avenue
New York, New York 10016
Attention: Secretary
Telephone: (212) 907-6000
We will not include the exhibits to those documents you request, except
for exhibits specifically incorporated by reference.
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 support more than 15,000
financial institutions and corporate clients through our integrated business
units. We distribute and administer over 120 families of mutual funds consisting
of approximately 1,100 portfolios; we provide retirement plan recordkeeping
services to approximately 15,000 companies in partnership with 35 of the
nation's leading bank and investment management companies; we provide insurance
distribution solutions, professional certification training and licensing and
continuing education, and investment industry consulting services; and we
provide information processing and check imaging solutions to approximately
1,000 financial institutions nationwide.
4
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 35 years.
The selling stockholder hereunder is the former stockholder of P.J.
Robb Variable Corp. See "Selling Stockholder". 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.
We are incorporated under the laws of the State of Delaware. Our
principal executive offices are located at 90 Park Avenue, New York, New York
10016 (telephone (212) 907-6000).
RISK FACTORS
You should carefully consider the risk factors described below,
together with the other information in this Prospectus and the documents
incorporated by reference herein, before you make a decision on whether to
purchase any shares of common stock offered by this Prospectus.
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
repealed key provisions of the Glass-Steagall Act and lifted 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
5
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 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:
- 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.
6
OUR REVENUES AND EARNINGS ARE SUBJECT TO CHANGES IN THE SECURITIES MARKETS.
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.
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
7
- dilution to existing stockholders from the issuance of our common
stock to make or finance acquisitions.
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.
8
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 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 July 1,
2000 to March 31, 2002, the last sale price of our common stock ranged from a
low of $22.12 per share to a high of $35.60 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 March 31, 2002, we
had 119,142,965 shares of common stock outstanding. As of March 31, 2002, we
also had options to purchase 14,014,913 shares of our common stock outstanding
and 7,097,780 shares of our common stock reserved for issuance pursuant to
options available for issuance under our stock option plans and employee stock
purchase plan. Also as of March 31, 2002, we had 8,983,740 shares of our common
stock reserved for issuance upon the conversion of our 4% Convertible
Subordinated Notes due 2006.
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 $43.75. 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.
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.
9
SELECTED FINANCIAL DATA
The selected financial data set forth below should be read
together with (a) the audited consolidated financial statements and
related notes thereto and "Management's Discussion and Analysis of
Results of Operations and Financial Condition" included in our Annual
Report on Form 10-K for the fiscal year ended June 30, 2001 and (b)
the unaudited financial statements and related notes thereto and
"Management's Discussion and Analysis of Results of Operations and
Financial Condition" included in our Quarterly Report on Form 10-Q for
the quarter ended December 31, 2001, both of which are incorporated by
reference herein. The selected financial data for the years ended June
30, 1997, 1998, 1999, 2000 and 2001, and for the six months ended
December 31, 2000 and 2001 are derived from our audited consolidated
financial statements and the unaudited consolidated financial
statements set forth therein. Historical results are not necessarily
indicative of results that maybe expected in the future. All
historical weighted average share information and per share amounts
have been restated to reflect a 2 for 1 stock split effected in the
form of a stock dividend payable on February 22, 2002 to stockholders
of record as of February 8, 2002.
(Unaudited)
Six Months Ended
Years Ended, June 30, December 31,
---------------------------------------------------------- ---------------------
1997 1998 1999 2000 2001 2000 2001
--------- --------- --------- --------- --------- --------- ---------
STATEMENT OF OPERATIONS DATA: (in thousands, except per share data and ratios)
Revenues $ 318,988 $ 386,344 $ 472,676 $ 571,401 $ 701,757 $ 329,744 $ 406,439
--------- --------- --------- --------- --------- --------- ---------
Operating costs and expenses:
Service and operating 170,717 221,767 266,800 326,315 398,411 194,298 234,046
Selling, general and administrative 77,456 86,856 103,728 118,172 132,001 65,467 80,643
Amortization of goodwill 2,603 2,654 5,398 7,540 11,486 5,578 --
Amortization of intangibles 1,010 1,165 2,358 3,904 9,018 3,941 5,986
Business divestitures, merger expenses
and other charges, net 1,500 11,998 400 (520) 4,245 4,245 6,475
Acquired in-process research and development -- -- 19,000 -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Operating earnings 65,702 61,904 74,992 115,990 146,596 56,215 79,289
Interest income (expense), net 2,216 4,849 1,200 49 (5,902) (3,630) (5,202)
Income before income tax provision 67,918 66,753 76,192 116,039 140,694 52,585 74,087
Income tax provision 27,167 26,729 38,076 45,835 55,574 20,771 28,709
--------- --------- --------- --------- --------- --------- ---------
Net income $ 40,751 $ 40,024 $ 38,116 $ 70,204 $ 85,120 $ 31,814 $ 45,378
========= ========= ========= ========= ========= ========= =========
Basic earnings per share $ 0.41 $ 0.38 $ 0.36 $ 0.64 $ 0.74 $ 0.28 $ 0.39
Diluted earnings per share (1) $ 0.39 $ 0.37 $ 0.34 $ 0.62 $ 0.71 $ 0.27 $ 0.37
Basic weighted average shares outstanding (1) 100,153 105,252 106,786 109,831 114,694 113,197 117,746
Diluted weighted average shares outstanding (1) 105,429 109,389 111,743 113,971 120,650 118,553 122,937
10
(Unaudited)
June 30, December 31,
---------------------------------------------------------- ----------------------
1997 1998 1999 2000 2001 2000 2001
-------- -------- -------- -------- ---------- -------- ----------
OTHER FINANCIAL DATA:
Depreciation $ 8,146 $ 11,092 $ 15,804 $ 19,198 $ 22,299 $ 10,856 $ 13,237
Capital expenditures 15,974 16,930 27,740 27,963 28,509 14,288 13,381
Ratio of earnings to fixed charges (2) 13.8x 12.4x 10.3x 12.7x 8.1x 7.0x 6.9x
SUPPLEMENTAL DATA:
Adjusted EBITDA (3) $ 78,961 $ 88,813 $117,952 $146,112 $ 193,644 $ 80,835 $ 104,997
Operating results (4) 70,815 77,721 102,148 126,914 171,345 69,979 91,750
Net cash from operating activities 46,341 62,619 52,300 90,018 113,804 39,724 50,164
Net cash from (used in) investing activities (11,832) (50,324) (91,142) 130,828) (231,469) (79,616) (52,707)
Net cash from (used in) financing activities 6,158 1,157 (4,972) 61,398 206,887 14,651 (587)
ADJUSTED AMOUNTS (6):
Adjusted net income $ 42,842 $ 42,164 $ 42,108 $ 75,692 $ 93,210 $ 35,625 $ 45,378
Adjusted basic earnings per share 0.43 0.40 0.39 0.69 0.81 0.31 0.39
Adjusted diluted earnings per share 0.41 0.39 0.38 0.66 0.77 0.30 0.37
BALANCE SHEET DATA:
Cash and cash equivalents $ 79,951 $ 93,403 $ 49,589 $ 70,177 $ 159,399 $ 44,936 $ 156,269
Working capital, exclusive of
short-term borrowings 87,641 97,822 74,084 99,598 194,103 99,531 233,101
Total assets 265,085 34,101 459,661 601,051 1,003,201 665,340 1,051,915
Long-term debt, including current maturities 1,668 1,702 -- -- 300,433 -- 300,000
Short-term borrowings (5) -- -- 52,000 115,000 -- 115,000 --
Stockholders' equity 191,919 238,290 288,506 361,537 527,950 425,310 588,787
(1) Restated for effect of 2 for 1 stock split effected in the form of a stock
dividend payable on February 22, 2002 to stockholders of record as of February
8, 2002.
(2) These ratios are calculated by dividing (a) earnings before income taxes
adjusted for fixed charges by (b) fixed charges. Fixed charges include interest
expense plus capitalized interest costs and the portion of operating rental
expense which we believe is representative of the interest component of rental
expense.
(3) Adjusted EBITDA represents EBITDA before giving effect to other special
charges in connection with business divestitures, merger expenses and other
charges, and write-off of acquired in-process research and development costs
aggregating $1.5 million $12.0 million, $19.4 million, $(0.5) million and $ 4.2
million in fiscal years ended June 30, 1997, 1998, 1999, 2000 and 2001,
respectively, and $4.2 and $6.5 million for the six months ended December 31,
2000 and 20001, respectively. EBITDA consists of net income before net interest
expense, income taxes, depreciation and amortization. Adjusted EBITDA is
presented because we believe it is an indicator of our ability to incur and
service debt and is used by our lenders in determining compliance with financial
covenants. However, Adjusted EBITDA should not be considered as an alternative
to cash flow from operating activities, as a measure of liquidity or as an
alternative to net income as a measure of operating results in accordance with
generally accepted accounting principles. Our definition of Adjusted EBITDA may
differ from definitions of Adjusted EBITDA used by other companies.
(4) Operating results represent operating earnings before amortization of
intangibles, business divestitures, merger expenses and other charges, and
write-off of acquired in process research and development costs.
(5) Includes amounts outstanding under our $300 million revolving credit
facility. Our revolving credit facility bears interest at prime or, at our
option, LIBOR plus a margin not to exceed 1.325% based on a leverage ratio
schedule.
(6) Adjusted amounts exclude goodwill amortization and related tax effects. The
Company adopted FAS 142, "Goodwill and Other Intangible Assets," effective July
1, 2001.
11
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 STOCKHOLDER
All of the shares offered by this Prospectus are to be sold for the
account of Bruce Andrew Harrison, the selling stockholder shown below.
Mr. Harrison is the former sole stockholder of P. J. Robb Variable
Corp. The shares covered by this Prospectus were delivered to him as additional
consideration earned pursuant to the agreement under which we acquired P.J. Robb
Variable Corp. by merger. 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.
We granted registration rights to the selling stockholder under a
registration rights agreement between the selling stockholder and us, because he
wished to be able to sell some or all of his shares when he deems it
appropriate.
We agreed to file at our expense a registration statement with the SEC
covering the shares acquired and held by the selling stockholder and to use our
best efforts to keep the registration statement effective, in the case of the
shares covered by this Prospectus, until the earlier of the sale of all such
shares or March 1, 2003. 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.
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The following table sets forth information, as of the date of this
Prospectus, with respect to the selling stockholders:
Common Stock Maximum Common Stock Beneficially
Beneficially Amount Owned After Offering(2)
Owned Prior to Offered -------------------------
Selling Stockholder Offering Hereby(1) Amount Percent
------------------- -------------- --------- -------- ---------
Bruce Andrew Harrison(3) 93,890(4,5) 32,000(6) 57,890(4) *
Banc of America 32,000(6) 32,000(6) 0 0
Securities LLP
PLAN OF DISTRIBUTION
We are registering the shares for the selling stockholder. As used
herein, "selling stockholder" includes donees or pledgees selling shares
received from the selling stockholder after the date of this Prospectus and
persons selling shares received from the 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 stockholder will be responsible to pay brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares.
- -------------------
(1) 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.
(2) Assumes all of the shares offered hereby are sold.
(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 subsidiary.
(4) Includes 57,890 shares pledged to USBPainewebber to secure obligations to
the pledgee.
(5) Includes 4,000 shares subject to presently exercisable stock options.
(6) The shares offered hereunder are pledged to Banc of America Securities LLP
to secure obligations to the pledgee. The pledgee may offer and sell up to
the 32,000 shares from time to time.
* Less than 1%.
13
The selling stockholder may offer and sell his shares at various times
in one or more of the following transactions:
- on the New York Stock Exchange;
- 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 stockholder may sell his shares at market prices prevailing
at the time of sale or at negotiated prices.
The selling stockholder 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 stockholder 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 stockholder 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 the selling stockholder. The selling stockholder 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 stockholder 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 stockholder against certain
liabilities, including liabilities arising under the Securities Act. The selling
stockholder 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
14
Act. The selling stockholder has agreed to indemnify us against certain
liabilities, including liabilities arising under the Securities Act.
Because the selling stockholder may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act, the selling
stockholder will be subject to the prospectus delivery requirements of the
Securities Act. The selling stockholder may also be subject to the
anti-manipulative provisions of Regulation M under the Securities Exchange Act
as it may apply to his sales in the market. These provisions may limit the
timing of purchases and sales.
The selling stockholder also may resell all or a portion of his shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided he meets the criteria and conforms to the requirements of that Rule.
If we are notified by the 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 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 the 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.
15
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, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fee-Securities and
Exchange Commission $ 100
Accounting Fees and Expenses 7,500
Legal Fees and Expenses 5,000
Miscellaneous Expenses 1,000
-------
TOTAL 13,600
=======
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.
II-2
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),
incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-3, Registration No. 333-56860.
4.1 Amended and Restated Certificate of Incorporation of the Registrant, as
amended by the Certificate of Amendment to Amended and Restated
Certificate of Incorporation of the Registrant, incorporated by
reference to Exhibit 4.3 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 2001, Commission File No. 0-19922.
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, Registration
No. 33-45417.
4.4 Registration Rights Agreement dated February 28, 2001 between the
Registrant and Bruce Andrew Harrison, incorporated by reference to
Exhibit 4.4 to the Registrant's Registration Statement on Form S-3,
Registration No. 333-56860.
5* Opinion of Drinker Biddle & Shanley LLP.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Drinker Biddle & Shanley LLP (included in Exhibit 5)
- ---------------------
* Filed herewith
II-3
24* Powers of Attorney
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
- ---------------------
* Filed herewith
II-4
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 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on April 19, 2002.
THE BISYS GROUP, INC.
By: Dennis R. Sheehan
-------------------------------------
Dennis R. Sheehan
President and Chief Operating 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
--------- ----- ----
* Director, Chairman of April 19, 2002
- ------------------------ the Board and Chief
Lynn J. Mangum Executive Officer
(principal executive
officer)
Dennis R. Sheehan President and Chief April 19, 2002
- ------------------------ Operating Officer
Dennis R. Sheehan
* Senior Vice President April 19, 2002
- ------------------------ and Chief Financial
Andrew C. Corbin Officer (principal
accounting and principal
financial officer)
* Director April 19, 2002
- ------------------------
Dennis A. Bovin
* Director April 19, 2002
- ------------------------
Robert J. Casale
* Director April 19, 2002
- ------------------------
Thomas A. Cooper
II-6
* Director April 19, 2002
- ------------------------
Jay W. DeDapper
* Director April 19, 2002
- ------------------------
John J. Lyons
* Director April 19, 2002
- ------------------------
Thomas E. McInerney
* Director April 19, 2002
- ------------------------
Joseph J. Melone
*Dennis R. Sheehan hereby signs this Registration Statement on Form S-3 on
behalf of each of the indicated persons for whom he is attorney-in-fact on April
19, 2002 pursuant to a power of attorney filed herewith.
By: Dennis R. Sheehan
---------------------
Dennis R. Sheehan
Attorney-in-fact
II-7
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
5 Opinion of Drinker Biddle & Shanley LLP.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Drinker Biddle & Shanley LLP.
(included in Exhibit 5)
24 Powers of Attorney
II-8