-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DrMJPb+P5idSBu+hDUPkTarBCDu8d8u9YvSQIJC82yU9ravn/7vfYBPebTniZv3g ui5TPslsE5G+np7gETewXg== /in/edgar/work/20000630/0000950123-00-006262/0000950123-00-006262.txt : 20000920 0000950123-00-006262.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950123-00-006262 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000630 EFFECTIVENESS DATE: 20000630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BISYS GROUP INC CENTRAL INDEX KEY: 0000883587 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 133532663 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40584 FILM NUMBER: 666408 BUSINESS ADDRESS: STREET 1: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424 BUSINESS PHONE: 2018128600 MAIL ADDRESS: STREET 1: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424 S-8 1 s-8.txt THE BISYS GROUP, INC. 1 As filed with the Securities and Exchange Commission on June 30, 2000 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. 1999 EQUITY PARTICIPATION PLAN (Full Title of the Plan) ---------------- KEVIN J. DELL, ESQ. Executive 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 Proposed maximum maximum Amount of Title of securities Amount to be offering price per aggregate registration to be registered registered(1) share(2) offering price(2) fee(1)(2) - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.02 par value 2,000,000 $60.50 $121,000,000 $31,944 (including Common Stock Shares purchase rights)(3) - ----------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Instruction E to Form S-8, this registration shall also be deemed to cover 247,539 shares, 362,400 shares and 781,497 shares, or an aggregate of 1,391,436 shares, previously registered on Form S-8, File Nos. 33-91676, 333-2966 and 333-43351, respectively, which shares are being carried forward from predecessor plans and for which an aggregate registration fee of $12,781 was paid with the registration of those shares. (2) Calculated pursuant to Rule 457(c) and 457(h) based upon a price of $60.50 per share, which was the average of the high and low prices reported on the Nasdaq National Market on June 27, 2000. (3) Prior to the occurrence of certain events, purchase rights for Common Stock will not be evidenced separately from the Common Stock. 2 EXPLANATORY NOTE This Registration Statement has been prepared in accordance with the requirements of Form S-8 to register 2,000,000 shares of the Registrant's common stock, $.02 par value ("Common Stock"), issuable pursuant to the Registrant's 1999 Equity Participation Plan (the "Plan"). A total of 1,550,000 shares of Common Stock were registered by Registration Statement on Form S-8, File No. 33-91676, to be issued pursuant to The BISYS Group, Inc. Amended and Restated Stock Option and Restricted Stock Purchase Plan (the "1992 Plan"). A total of 1,000,000 shares of Common Stock were registered by a Registration Statement on Form S-8, File No. 333-2966, to be issued pursuant to The BISYS Group, Inc. 1995 Stock Option Plan (the "1995 Plan"). A total of 2,000,000 shares of Common Stock were registered by a Registration Statement on Form S-8, File No. 333-43351, to be issued pursuant to The BISYS Group, Inc. 1996 Stock Option Plan (the "1996 Plan"). There are 247,539 shares registered in connection with the 1992 Plan, 362,400 shares registered in connection with the 1995 Plan and 781,497 shares registered in connection with the 1996 Plan, or an aggregate of 1,391,436 shares, which remain available for the grant of options under the respective plans. On November 12, 1999, the Company's stockholders approved the Plan. These 1,391,436 shares registered in connection with the 1992 Plan, 1995 Plan and 1996 Plan are carried forward to, and are deemed covered by, this Registration Statement. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to Rule 428(b)(1) under the Securities Act of 1933 (the "Act"), the documents containing the information specified in this Part I will be sent or given to participants under the Plan. 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, 1999 (file no. 1-6571) that contains audited financial statements for the Registrant's fiscal year ended June 30, 1999; (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, 1999; 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. 3 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. And 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. 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 3 4 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. 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 The BISYS Group, Inc. 1999 Equity Participation Plan (incorporated by reference to Exhibit B to the Registrant's proxy statement for its 1999 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on October 12, 1999). 5* Opinion of Drinker Biddle & Shanley LLP 23.1* Consent of Drinker Biddle & Shanley LLP (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 or securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or 4 5 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; 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 of 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. 5 6 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 29th day of June, 2000. THE BISYS GROUP, INC. By: /s/ Lynn J. Mangum ----------------------------------- Lynn J. Mangum Chairman of the Board, President 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 ---------- ----- ---- /s/ Lynn J. Mangum Director, Chairman of the June 29, 2000 - ------------------------ Board, President and Chief Lynn J. Mangum Executive Officer (Principal Executive Officer) /s/ Dennis R. Sheehan Executive Vice President and June 29, 2000 - ------------------------ Chief Financial Officer Dennis R. Sheehan (Principal Accounting and Financial Officer) * Director June 29, 2000 - ------------------------ Robert J. Casale * Director June 29, 2000 - ------------------------ Thomas A. Cooper * Director June 29, 2000 - ------------------------ Jay W. DeDapper * Director June 29, 2000 - ------------------------ John J. Lyons 6 7 * Director June 29, 2000 - ------------------------ Thomas E. McInerney * Director June 29, 2000 - ------------------------- Joseph J. Melone *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 29, 2000 pursuant to a power of attorney filed herewith. By: /s/ Lynn J. Mangum -------------------------------- Lynn J. Mangum Attorney-in-Fact 7 8 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 5 Opinion of Drinker Biddle & Shanley LLP 23.1 Consent of Drinker Biddle & Shanley LLP (included in Exhibit 5) 23.2 Consent of PricewaterhouseCoopers LLP 24 Powers of Attorney
8 EX-5 2 ex5.txt OPINION OF DRINKER BIDDLE & SHANLEY LLP 1 EXHIBIT 5 DRINKER BIDDLE & SHANLEY LLP 500 CAMPUS DRIVE FLORHAM PARK, NEW JERSEY 07932 June 30, 2000 The BISYS Group, Inc. Overlook at Great Notch 150 Clove Road Little Falls, New Jersey 07424 Re: The BISYS Group, Inc. Gentlemen: We have acted as special counsel to The BISYS Group, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offer and sale of up to 2,000,000 shares (the "1999 Plan Shares") of the Company's common stock, par value $.02 per share ("Common Stock"), issuable pursuant to the Company's 1999 Equity Participation Plan (the "Plan"). The Registration Statement also covers an aggregate of 1,391,436 shares of Common Stock previously registered on Form S-8s, which shares are being carried forward from certain predecessor plans of the Company (together with the 1999 Plan Shares, the "Plan Shares"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. For purposes of this opinion, we have examined originals or copies, certified or otherwise, identified to our satisfaction, of the Registration Statement, together with exhibits filed as a part thereof, and all such other documents, records, certificates, including certificates of public officials, and other instruments as we have deemed necessary or appropriate. Based upon the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing under the laws of the State of Delaware. 2 The BISYS Group, Inc. June 30, 2000 Page 2 2. The Plan Shares have been duly authorized and, when sold in the manner and for the consideration contemplated by the 1999 Plan and the Registration Statement, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein. By giving the foregoing consent, we do not admit that we are persons whose consent is required under Section 7 of the Act. Very truly yours, DRINKER BIDDLE & SHANLEY LLP EX-23.2 3 ex23-2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT NO. 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 6, 1999 relating to the financial statements, which appears in the 1999 Annual Report to Shareholders of The BISYS Group, Inc., which is incorporated by reference in The BISYS Group, Inc.'s Annual Report on Form 10-K for the year ended June 30, 1999. We also consent to the incorporation by reference of our report dated August 6, 1999 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K. PricewaterhouseCoopers LLP Columbus, Ohio June 28, 2000 EX-24 4 ex24.txt POWERS OF ATTORNEY 1 EXHIBIT NO. 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company, par value $.02 ("Common Stock") to be offered and sold by the Company pursuant to The BISYS Group, Inc. 1999 Equity Participation Plan, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned to a registration statement under the Act on an appropriate form covering said shares of Common Stock, and any amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any Amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 3rd day of March, 2000. /s/ Thomas E. McInerney ----------------------------------- Name: Thomas E. McInerney Title: Director 2 EXHIBIT NO. 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company, par value $.02 ("Common Stock") to be offered and sold by the Company pursuant to The BISYS Group, Inc. 1999 Equity Participation Plan, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned to a registration statement under the Act on an appropriate form covering said shares of Common Stock, and any amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 3rd day of March, 2000. /s/ John J. Lyons ----------------------------------- Name: John J. Lyons Title: Director 3 EXHIBIT NO. 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company, par value $.02 ("Common Stock") to be offered and sold by the Company pursuant to The BISYS Group, Inc. 1999 Equity Participation Plan, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned to a registration statement under the Act on an appropriate form covering said shares of Common Stock, and any amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 3rd day of March, 2000. /s/ Jay DeDapper ----------------------------------- Name: Jay DeDapper Title: Director 4 EXHIBIT NO. 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints Dennis R. Sheehan and Kevin J. Dell, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company, par value $.02 ("Common Stock") to be offered and sold by the Company pursuant to The BISYS Group, Inc. 1999 Equity Participation Plan, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned to a registration statement under the Act on an appropriate form covering said shares of Common Stock, and any amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 3rd day of March, 2000. /s/ Lynn J. Mangum ----------------------------------- Name: Lynn J. Mangum Title: Chairman of the Board, President, Chief Executive Officer and Director 5 EXHIBIT NO. 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints Lynn J. Mangum and Kevin J. Dell, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company, par value $.02 ("Common Stock") to be offered and sold by the Company pursuant to The BISYS Group, Inc. 1999 Equity Participation Plan, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned to a registration statement under the Act on an appropriate form covering said shares of Common Stock, and any amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 3rd day of March, 2000. /s/ Dennis R. Sheehan ----------------------------------- Name: Dennis R. Sheehan Title: Executive Vice President and Chief Financial Officer 6 EXHIBIT NO. 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company, par value $.02 ("Common Stock") to be offered and sold by the Company pursuant to The BISYS Group, Inc. 1999 Equity Participation Plan, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned to a registration statement under the Act on an appropriate form covering said shares of Common Stock, and any amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 3rd day of March, 2000. /s/ Thomas A. Cooper ----------------------------------- Name: Thomas A. Cooper Title: Director 7 EXHIBIT NO. 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company, par value $.02 ("Common Stock") to be offered and sold by the Company pursuant to The BISYS Group, Inc. 1999 Equity Participation Plan, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned to a registration statement under the Act on an appropriate form covering said shares of Common Stock, and any amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 3rd day of March, 2000. /s/ Robert J. Casale ----------------------------------- Name: Robert J. Casale Title: Director 8 EXHIBIT NO. 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints Lynn J. Mangum, Dennis R. Sheehan and Kevin J. Dell, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to do any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem necessary or desirable to enable The BISYS Group, Inc. (the "Company") to comply with the Securities Act of 1933, as amended (the "Act"), and any rules, regulations and requirements of the Securities and Exchange Commission (the "Commission") thereunder, in connection with the registration under the Act of shares of common stock of the Company, par value $.02 ("Common Stock") to be offered and sold by the Company pursuant to The BISYS Group, Inc. 1999 Equity Participation Plan, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned to a registration statement under the Act on an appropriate form covering said shares of Common Stock, and any amendments to such registration statement, to be filed with the Commission, and to any and all instruments or documents filed as part of or in connection with such registration statement or any amendments thereto; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 3rd day of March, 2000. /s/ Joseph J. Melone ----------------------------------- Name: Joseph J. Melone Title: Director -----END PRIVACY-ENHANCED MESSAGE-----