-----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, Ww0Csq0xxt5CzsAu0OEx5heZsWr3MH+/pXF99GKx0d94hgA90I5llr4AwnTREusY yki806muQb4szGamMI8Z8w== 0000950123-05-003917.txt : 20050331 0000950123-05-003917.hdr.sgml : 20050331 20050331160932 ACCESSION NUMBER: 0000950123-05-003917 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050328 ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BISYS GROUP INC CENTRAL INDEX KEY: 0000883587 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 133532663 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31254 FILM NUMBER: 05720428 BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2129076000 MAIL ADDRESS: STREET 1: 90 PARK AVENUE 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 8-K 1 y07376e8vk.htm THE BISYS GROUP, INC. THE BISYS GROUP, INC.
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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): March 28, 2005

THE BISYS GROUP, INC.

(Exact name of registrant as specified in its charter)
         
Delaware   001-31254   13-3532663
 
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     
90 Park Avenue, New York, New York   10016
 
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code
  212-907-6000
   

N/A


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


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Item 2.06 Material Impairments.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99: PRESS RELEASE


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Item 2.06 Material Impairments.

     On March 28, 2005, the Board of Directors of The BISYS Group, Inc. (the “Company”) approved a plan to sell the Company’s wholly owned subsidiary, BISYS Education Services, Inc. In connection with the approval of the plan to sell the Education Services business, the Company determined that circumstances warranted that an assessment also be conducted of the tangible and intangible assets of the Education Services business. Management of the Company performed an impairment analysis and calculated the estimated fair value of the Education Services business using a combination of discounted cash flows and market-based information, including the range of expected values of the business in a sale transaction. Based on that assessment, the Company determined that the carrying amount of goodwill, as reflected on the Company’s most recent consolidated balance sheet, exceeded its estimated fair value. Accordingly, the Company will record a pretax impairment charge to goodwill in the third fiscal quarter, ending March 31, 2005, that is expected to approximate $90 million.

     Management of the Company is currently in discussions with interested parties for the sale of the Education Services business. Pursuant to and in accordance with FAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the net assets of the Education Services business have been classified as “held for sale”, and the results of its operations and financial position will be presented as a discontinued operation in the Company’s consolidated financial statements for the quarter ended March 31, 2005. The net assets classified as held for sale will be measured at the lower of their carrying value or fair value less costs to sell as of March 31, 2005. The impairment charge is not expected to result in future cash expenditures.

     On March 31, 2005, the Company issued a press release announcing the plan of disposition of the Education Services business and impairment charge. The press release is filed herewith as Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

     (c)    Exhibit 99    Press release of The BISYS Group, Inc. issued on March 31, 2005.

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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.
 
 
Date: March 31, 2005  By:   /s/ James L. Fox    
    James L. Fox   
    Executive Vice President and
Chief Financial Officer 
 

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EXHIBIT INDEX

     
EXHIBIT NO.   DESCRIPTION
99
  Press release of The BISYS Group, Inc. issued on March 31, 2005.

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EX-99 2 y07376exv99.htm EX-99: PRESS RELEASE EXHIBIT 99
 

Exhibit 99

FOR IMMEDIATE RELEASE

Contact:

Daniel Briggs
Vice President, Finance and Investor Relations
(212) 907-6134

The BISYS Group, Inc.
(NYSE: BSG)
www.bisys.com

BISYS® ANNOUNCES ADOPTION OF PLAN OF DISPOSITION FOR EDUCATION

SERVICES BUSINESS

- Management in Current Discussions with Interested Parties -

NEW YORK, N.Y. (March 31, 2005) — BISYS, a leading provider of outsourcing solutions for the financial services sector, today announced that its Board of Directors has approved a formal plan of disposition for its Education Services business. The Company also announced that it is currently in discussions with interested parties for the sale of the business.

The Company also announced that it will classify the net assets of its Education Services business as “held for sale” and that the results of the business’s operations and financial position will be presented as a discontinued operation in its consolidated financial statements for the quarter ended March 31, 2005. Additionally, based upon the completion of an impairment analysis conducted by the company in connection with the adoption of the formal plan of disposition, the company expects to record a pretax non-cash impairment charge of approximately $90 million to goodwill of the business in its third fiscal quarter.

-more-

 


 

About BISYS
The BISYS Group, Inc. (NYSE: BSG) provides outsourcing solutions that enable investment firms, insurance companies, and banks to more efficiently serve their customers, grow their businesses, and respond to evolving regulatory requirements. Its Investment Services group provides administration and distribution services for mutual funds, hedge funds, private equity funds, retirement plans and other investment products. Through its Insurance Services group, BISYS is the nation’s largest independent wholesale distributor of life insurance and a leading independent wholesale distributor of commercial property/casualty insurance, long-term care, disability, and annuity products. BISYS’ Information Services group provides industry-leading information processing, imaging, and back-office services to banks, insurance companies and corporate clients. Headquartered in New York, BISYS generates more than $1 billion in annual revenues worldwide. Additional information is available at www.bisys.com.

Except for the historical information contained herein, the matters discussed in the press release are forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including but not limited to economic, competitive, governmental and technological factors affecting The BISYS Group, Inc.’s operations, markets, services and related products, prices and other factors discussed in The BISYS Group, Inc.’s periodic filings with the Securities and Exchange Commission .

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