UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 20, 2005
THE BISYS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-31254 13-3532663
(State or other Jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
90 Park Avenue, New York, New York 10016
(Address of principal executive offices)
(212) 907-6000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (917 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240-14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
ITEM 8.01. OTHER EVENTS.
On June 20, 2005, The BISYS Group, Inc. (the "Company") approved the
acceleration of vesting of certain unvested and "out-of-the-money" stock options
with exercise prices equal to or greater than $15.18 per share previously
awarded to its employees, including its executive officers, and its directors
under the Company's equity compensation plans. The acceleration of vesting will
be effective for stock options outstanding as of June 20, 2005 and was based on
the recommendation of the Compensation Committee of the Board of Directors.
The table below summarizes the outstanding options subject to accelerated
vesting.
Summary of Options Subject to Acceleration
Aggregate number of shares subject to Weighted average exercise price per share
acceleration
Executive officers 768,400 $20.42
All other employees 2,008,850 $22.00
Directors 70,000 $17.73
Total (1) 2,847,250 $21.47
(1) The accelerated options represent approximately 22% of the Company's
currently outstanding stock options.
The primary purpose of the acceleration is to enable the Company to avoid
recognizing compensation expense associated with these options in future periods
in its consolidated statements of income, upon adoption of FASB Statement No.
123R (Share-Based Payment) in July 2005. It is estimated that the maximum future
pre-tax compensation expense that will be avoided as a result of the
acceleration of vesting of these options is approximately $21 million (including
$11 million in fiscal 2006, $6.5 million in fiscal 2007 and $2.5 million in
fiscal 2008). This estimate is subject to change, but is based on approximated
value calculations using the Black-Scholes methodology. In addition to this
positive impact on future earnings, the Company believes that because the
accelerated options have exercise prices in excess of the current market value
of the Company's common stock, the options may not be offering the affected
individuals commensurate incentive when compared to the potential future
compensation expense that would have been attributable to these stock options.
The Company will report the avoided future compensation expense as pro forma
footnote disclosure in its subsequently filed financial statements, as
permitted under the guidance provided by the Financial Accounting Standards
Board.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE BISYS GROUP, INC.
By: /s/ Edward S. Forman
--------------------------------------------
Edward S. Forman
Senior Vice President,
Acting General Counsel
and Secretary
Date: June 22, 2005
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