SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The BISYS Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3532663
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
90 Park Avenue, New York, New York 10016
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following box. A.(d), please check the following box.
[X] [ ]
Securities Act registration statement file number to which this form
relates:_______________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None.
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 14, 2002, the Board of Directors (the "Board") of The BISYS Group,
Inc. (the "Company") voted to amend the existing Rights Agreement, dated as of
May 8, 1997 (the "Rights Agreement"), between the Company and The Bank of New
York (the "Rights Agent"). Effective August 15, 2002, the Rights Agreement was
amended to: (1) increase the purchase price for one share of Company Common
Stock pursuant to the exercise of a Right to $175 per share, after giving effect
to adjustments for stock splits of the Company's Common Stock occurring prior to
the date of such amendment; (2) eliminate certain provisions relating to Board
action; and (3) effect other immaterial technical and updating changes.
A copy of Amendment No. 1 to the Rights Agreement ("Amendment No. 1"), is
attached hereto as Exhibit 4.2 and is incorporated herein by reference. The
foregoing description is qualified in its entirety by reference to Amendment No.
1.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of May 8, 1997, between The BISYS Group, Inc.
and The Bank of New York, as Rights Agent (incorporated by reference to
Exhibit 2.1 to the Company's Form 8-A filed with the Commission on May 8,
1997).
4.2 Amendment No. 1 to Rights Agreement, dated as of August 15, 2002, between
the BISYS Group, Inc. and The Bank of New York, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
THE BISYS GROUP, INC.
Date: September 26, 2002 By: /s/ Kevin J. Dell
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Name: Kevin J. Dell
Title: Executive Vice President, General
Counsel and Secretary
INDEX OF EXHIBITS
Exhibit No. Description
4.1 Rights Agreement, dated as of May 8, 1997, between The BISYS
Group, Inc. and The Bank of New York, as Rights Agent
(incorporated by reference to Exhibit 2.1 to the Company's
Form 8-A filed with the Commission on May 8, 1997).
4.2 Amendment No. 1 to Rights Agreement, dated as of August 15,
2002, between The BISYS Group, Inc. and The Bank of New York,
as Rights Agent.