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As filed with the Securities and Exchange Commission on June 28, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation or
Organization)
150 Clove Road
Little Falls, New Jersey 07424-2136
(Address of Principal Executive Offices) (Zip Code)
THE BISYS GROUP, INC.
EMPLOYEE STOCK OPTIONS ASSUMED FROM HML, INC.
(Full Title of the Plan)
KEVIN J. DELL, ESQ.
Senior Vice President, General Counsel and Secretary
The BISYS Group, Inc.
150 Clove Road
Little Falls, New Jersey 07424-2136
(Name and address of agent for service)
(973)812-8600
(Telephone number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
offering price per aggregate offering
Title of securities Amount to be share (1) price (1) Amount of
to be registered registered registration fee
================================= =============== ================== ================== ==================
Common Stock, $.02 par value 15,777 $57.44 $906,231 $252
(including Common Stock purchase Shares
rights) (2)
================================ =============== ================= ================== =================
(1) Calculated pursuant to Rule 457(c) and 457(h) based upon a price of $57.44
per share, which was the average of the high and low prices reported on the
Nasdaq National Market on June 23, 1999.
(2) Prior to the occurrence of certain events, purchase rights for Common Stock
will not be evidenced separately from the Common Stock.
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EXPLANATORY NOTE
This Registration Statement has been prepared in accordance
with the requirements of Form S-8 to register shares of the Registrant's common
stock, $.02 par value ("Common Stock"), issuable pursuant to the exercise of
certain stock options ("Stock Options") held by employees of the Company who
were former employees of HML, Inc. ("HML"). Said Stock Options were assumed by
the Company in connection with the Company's acquisition of HML by merger on May
28, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933,
as amended (the "Act"), the documents containing the information specified in
this Part I will be sent or given to holders of the Stock Options. These
documents, together with the documents incorporated by reference herein pursuant
to Item 3 of Part II below, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference herein the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission"):
(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998 (file no. 1-6571) that contains audited financial
statements for the Registrant's fiscal year ended June 30, 1998;
(b) all other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
Company's fiscal year ended June 30, 1998; and
(c) the description of Common Stock and purchase rights for
shares of Common Stock associated with Common Stock set forth in the Company's
registration statements on Form 8-A filed with the Commission pursuant to
Section 12 of the Exchange Act and any amendment or report filed for the purpose
of updating such descriptions.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto that indicates that all securities offered have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. 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 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
by-laws, agreement, vote of stockholders or disinterested directors or
otherwise. The Registrant's 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 Amended and Restated Certificate of Incorporation of The BISYS Group,
Inc. (incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8, No. 333-02932).
4.2 Amended and Restated By-laws of The BISYS Group, Inc. (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.* Form of Non-Qualified Stock Option Agreement covering stock options
assumed by The BISYS Group, Inc. in connection with the acquisition of
HML, Inc. by merger.
5* Opinion of Shanley & Fisher, P.C.
23.1* Consent of Shanley & Fisher, P.C. (included in Exhibit 5).
23.2* Consent of PricewaterhouseCoopers LLP
24* Powers of Attorney
- ---------------
* Filed herewith.
ITEM 9. 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 offering 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;
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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.
(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 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.
(h) 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 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 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-8 and has duly caused this
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 the
25th day of June, 1999.
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:
Signatures Title Date
---------- ----- ----
Lynn J. Mangum Director, Chairman of the June 25, 1999
- ----------------------------------- Board and Chief Executive
Lynn J. Mangum Officer (Principal Executive
Officer)
Dennis R. Sheehan Executive Vice President and June 25, 1999
- ----------------------------------- Chief Financial Officer
Dennis R. Sheehan (Principal Accounting and
Financial Officer)
* Director June 25, 1999
- -----------------------------------
Robert J. Casale
* Director June 25, 1999
- -----------------------------------
Thomas A. Cooper
* Director June 25, 1999
- -----------------------------------
Jay W. DeDapper
* Director June 25, 1999
- -----------------------------------
John J. Lyons
* Director June 25, 1999
- -----------------------------------
Thomas E. McInerney
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* Lynn J. Mangum hereby signs this Registration Statement on Form S-8 on behalf
of each of the indicated persons for whom he is attorney-in-fact on June 25,
1999 pursuant to a power of attorney filed herewith.
By: Lynn J. Mangum
---------------------------------
Lynn J. Mangum
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.3 Form of Non-Qualified Stock Option Agreement covering stock
options assumed by The BISYS Group, Inc. in connection with the
acquisition of HML, Inc. by merger.
5 Opinion of Shanley & Fisher, P.C.
23.1 Consent of Shanley & Fisher, P.C. (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
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