Filed pursuant to Rule No. 424(b)(3)
File Number 333-62154
PROSPECTUS SUPPLEMENT NO. 8
THE BISYS GROUP, INC.
$300,000,000
4% Convertible Subordinated Notes due 2006
and shares of common stock issuable upon conversion of the notes
This prospectus supplement supplements the prospectus dated June
15, 2001 of The BISYS Group, Inc. relating to the sale by certain of our
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of the securityholders' interests)
of up to $300,000,000 principal amount at maturity of notes and the shares
of common stock issuable upon conversion of the notes. You should read this
prospectus supplement in conjunction with the prospectus, and this
prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement supersedes
the information contained in the prospectus.
The table of selling securityholders contained in the prospectus
is hereby amended to add the following entity who is named below as a
selling securityholder:
Aggregate Number of
Principal Amount Shares of Percentage of
at Maturity of Percentage of Common Stock Shares of
Notes That May Notes That May Be Common Stock
Name Be Sold Outstanding Sold (1) Outstanding((2)
- --------------------------------------------------------------------------------------------------------
American Samoa Government............ $50,000 * 1,497 *
Additionally, the following represents updated information
regarding the selling securityholders listed in the selling securityholder
table in the prospectus:
Aggregate Number of
Principal Amount Shares of Percentage of
at Maturity of Percentage of Common Stock Shares of
Notes That May Notes That May Be Common Stock
Name Be Sold Outstanding Sold (1) Outstanding((2)
- --------------------------------------------------------------------------------------------------------
Credit Suisse First Boston Corp...... $1,429,000 * 42,793 *
First Union Securities Inc........... $550,000 * 16,470 *
Salomon Smith Barney Inc............. $70,000 * 2,096 *
The Estate of James Campbell........ $421,000 * 12,607 *
- -------------
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's notes at a conversion rate
of 29.9458 shares of common stock per $1,000 principal amount at
maturity of the notes. We adjusted the conversion rate in February
2002 to reflect a 2-for-1 stock split in our outstanding shares of
common stock effected in the form of a stock dividend. This conversion
rate is subject to further adjustment, however, as described under
"Description of the Notes-Conversion Rights". As a result, the number
of shares of common stock issuable upon conversion of the notes may
increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
59,431,184 shares of common stock outstanding as of January 31, 2002.
In calculating this amount for each holder, we treated as outstanding
the number of shares of common stock issuable upon conversion of all
of that holder's notes, but we did not assume conversion of any other
holder's notes.
Investing in the notes or shares of common stock involves risks
that are described in the "Risk Factors" section beginning on page 6 of the
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 5, 2002.