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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):
SEPTEMBER 16, 1998
THE BISYS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19922 13-3532663
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
150 CLOVE ROAD, LITTLE FALLS, NEW JERSEY 07424
(Address of principal executive offices)
(973) 812-8600
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to an Agreement and Plan of Merger dated as of August 21,
1998, as amended as of August 31, 1998 (the "Agreement and Plan of Merger"), on
September 16, 1998 (the "Effective Time"), The BISYS Group, Inc. (the
"Registrant") acquired by merger (the "Merger") Greenway Corporation, a Georgia
corporation ("Greenway"). The acquisition was accomplished by the merger of
BI-Green Acquisition Corp., a wholly owned subsidiary of the Registrant formed
solely for the purpose of the Merger, with and into Greenway.
By virtue of the Merger, each outstanding share of common stock of
Greenway ("Greenway Common Stock") was converted into the right to receive
shares of common stock, $.02 par value ("Registrant Common Stock"), of the
Registrant on the following basis: the aggregate consideration to be paid in the
Merger (the "Net Merger Price") was paid in the form of Registrant Common Stock
valued at $47,500,000, less the ascribed value of outstanding options to
purchase 83,334 shares of Greenway Common Stock ("Greenway Stock Options"),
determined pursuant to the Agreement and Plan of Merger to be approximately
$6,327,190, which options have been assumed by the Registrant.
The Agreement and Plan of Merger provided for the Net Merger Price to
be divided by the average of the closing price per share of Registrant Common
Stock (the "Average Price") as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ") for each trading
day during the period commencing July 1, 1998 and ending August 21, 1998, which
was $42.5238, to determine the number of shares of Registrant Common Stock into
which the outstanding shares of Greenway Common Stock were converted in the
Merger (the "Aggregate Registrant Common Stock Consideration").
Pursuant to the Agreement and Plan of Merger, each share of Greenway
Common Stock issued and outstanding immediately prior to the Effective Time
(excluding any such shares held in the treasury of Greenway, which were
cancelled) (all such shares being collectively referred to herein as the
"Exchange Shares") was converted into the right to receive the number of shares
of Registrant Common Stock (the "Exchange Value") determined by dividing the
Aggregate Registrant Common Stock Consideration by the aggregate number of
Exchange Shares.
Based on the foregoing formula, each share of Greenway Common Stock was
converted into the right to receive approximately 1.785 shares of Registrant
Common Stock. A total of approximately 968,202 shares of Registrant Common Stock
will be issued to shareholders of Greenway in connection with the Merger, and
fractional shares will be settled in cash based on the Average Price. Greenway
Stock Options assumed by the Registrant have been converted into options to
purchase approximately 148,792 shares of Registrant Common Stock based on the
same conversion factor.
Greenway is engaged primarily in the design, development, installation
and service of check imaging systems for use by banks,
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savings and loans and credit unions. The Merger is being accounted for as a
purchase.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of August 21, 1998 among the
Registrant, BI-Green Acquisition Corp., Greenway Corporation and the
shareholders of Greenway Corporation named therein. (Schedules and
exhibits thereto are omitted but will be furnished supplementally to
the Commission upon request.)
2.2 Amendment No. 1 dated as of August 31, 1998 to Agreement and Plan of
Merger dated as of August 21, 1998 among the Registrant, BI-Green
Acquisition Corp., Greenway Corporation and the shareholders of
Greenway Corporation named therein. (Schedules and exhibits thereto are
omitted but will be furnished supplementally to the Commission upon
request.)
2.3 Form of Registration Rights Agreement among the Registrant and the
persons named on Schedule I thereto. (Schedule I thereto is omitted
but will be furnished supplementally to the Commission
upon request).
99.1 Press release of the Registrant dated August 24, 1998
99.2 Press release of the Registrant dated September 17, 1998.
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SIGNATURES
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/ Lynn J. Mangum
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Lynn J. Mangum
Chairman and Chief Executive
Officer
Date: September 18, 1998
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of August 21, 1998 among
the Registrant, BI-Green Acquisition Corp., Greenway
Corporation and the shareholders of Greenway Corporation named
therein. (Schedules and exhibits thereto are omitted but will
be furnished supplementally to the Commission upon request.)
2.2 Amendment No. 1 dated as of August 31, 1998 to Agreement and
Plan of Merger dated as of August 21, 1998 among the
Registrant, BI-Green Acquisition Corp., Greenway Corporation
and the shareholders of Greenway Corporation named therein.
(Schedules and exhibits thereto are omitted but will be
furnished supplementally to the Commission upon request.)
2.3 Form of Registration Rights Agreement among the Registrant and
the persons named on Schedule I thereto. (Schedule I thereto
is omitted but will be furnished supplementally to the
Commission upon request).
99.1 Press release of the Registrant dated August 24, 1998.
99.2 Press release of the Registrant dated September 17, 1998.