8-K

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 30, 2006

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.)

105 Eisenhower Parkway, Roseland, New Jersey		07068
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code                               973-461-2500

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))

TABLE OF CONTENTS

EX-10.1: AMENDMENT NO. 2 TO 2005 EMPLOYEE STOCK PURCHASE PLAN

EX-99.1: PRESS RELEASE

ITEM 1.01. Entry into a Material Definitive Agreement.

On March 30, 2006, The BISYS Group, Inc. (“BISYS”) entered into Amendment No. 2 to the Company’s 2005 Employee Stock Purchase Plan (the “Plan”), which further extends the termination of the offering of stock under the Plan from March 31, 2006 to June 30, 2006. The amendment was approved by the unanimous written consent of BISYS’s Board of Directors.

The foregoing description of the Plan amendment does not purport to be complete and is qualified in its entirety by reference to the text of the actual agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A more detailed description of the terms of the Plan can be found in BISYS’s definitive proxy statement for its 2004 Annual Meeting of Shareholders which was filed with the Securities and Exchange Commission on October 18, 2004.

ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 30, 2006, BISYS received an extension from the New York Stock Exchange (“NYSE”) of up to an additional six months, through September 30, 2006, to complete and file its Annual Report on Form 10-K for the year ended June 30, 2005 (the “2005 Annual Report”) with the SEC. BISYS’s stock will remain listed on the NYSE during the extension period. The extension is subject to review by the NYSE on an ongoing basis. As provided by Section 802.01E of the NYSE Listed Company Manual, BISYS requested that the NYSE grant BISYS an additional six month trading period in which to complete and file its 2005 Annual Report with the SEC. BISYS expects to complete and file its 2005 Annual Report with the SEC within the next few weeks. In the event that BISYS does not file its 2005 Annual Report with the SEC by September 30, 2006, the NYSE will move forward with the initiation of suspension procedures.

A copy of BISYS’s press release issued on April 3, 2006, announcing this extension from the NYSE is included as Exhibit 99.1 to this Form 8-K.

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit Number	Description
10.1	Amendment No. 2 to The BISYS Group, Inc. 2005 Employee Stock Purchase Plan.
99.1	Press release of The BISYS Company issued on April 3, 2006.

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: April 4, 2006	By:	/s/ Bruce D. Dalziel
		Bruce D. Dalziel
		Executive Vice President and Chief Financial Officer

2

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 2 to The BISYS Group, Inc. 2005 Employee Stock Purchase Plan.
99.1	Press release of The BISYS Company issued on April 3, 2006.

3

EX-10.1

AMENDMENT NO. 2
TO
THE BISYS GROUP, INC.
2005 EMPLOYEE STOCK PURCHASE PLAN

1. Section 4.01 of the Plan is amended to read as follows:

     4.01. Number of Shares. The total number of shares of Common Stock for which Options may be granted under this Plan shall not exceed in the aggregate eight hundred thousand (800,000) shares of Common Stock. The Plan will be implemented by an Offering of shares of Common Stock (the “Offering”). The Offering shall begin on January 1, 2005 and shall terminate on June 30, 2006.

2. Subsection (b) of Section 7.03 of the Plan (“Option Price”) is amended to read as follows:

     (b) 85% of the fair market value of a share of Common Stock subject to the Option on June 30, 2006, based upon the last sale price of a share of Common Stock on the New York Stock Exchange on that date.

3. Section 8.01 of the Plan is amended to read as follows:

     8.01. Automatic Exercise. Unless a Participant gives written notice to the Company of withdrawal pursuant to Section 9.01, his Option to acquire Common Stock with payroll deductions made during any Offering will be deemed to have been exercised automatically on June 30, 2006 for the purchase of the number of shares of Common Stock which the accumulated payroll deductions in his account at that time will purchase at the applicable Option price (but not in excess of the number of shares of Common Stock for which Options have been granted to the Employee pursuant to Section 7.02), and any excess in his account at that time will be returned to him.

4. Section 8.03 of the Plan is amended to read as follows:

     8.03. Delivery of Stock. As promptly as practicable after June 30, 2006, the Company will deliver to each Participant, in such Participant’s name, the shares of Common Stock purchased upon exercise of such Participant’s Option. Such issuances shall be in “book entry” form. No shares of Common Stock issued under the Plan may be certificated prior to July 1, 2006.

5. Section 9.02 of the Plan is amended to read as follows:

     9.02. Cessation of Employee Status. In the event a Participant shall cease to be an Employee, as defined in Section 2.06, on or before March 30, 2006, for any reason other than as a result of his death, the payroll deductions credited to his account will be returned to him.

6. Section 9.03 of the Plan is amended to read as follows:

     9.03. Termination Due to Death. In the event a Participant shall cease to be an Employee, as defined in Section 2.06, by reason of his death, his legal representative shall have the right to elect, by written notice given to the Executive Vice President of Human Resources of the Company prior to June 30, 2006 either:

     (a) To withdraw all of the payroll deductions credited to the Participant’s account under the Plan, or

     (b) To exercise the Participant’s Option granted under Section 7.02 for the purchase on June 30, 2006 of the number of shares of Common Stock which the accumulated payroll deductions in the Participant’s account will purchase at the applicable Option price, with any excess in such account to be returned to the Participant’s legal representative. In the event that no such written notice of election shall be duly received by the office of the Executive Vice President of Human Resources of the Company, the Participant’s legal representative shall automatically be deemed to have elected, pursuant to paragraph (b), to exercise the Participant’s Option.

     IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized officer of the Company as of the 30th day of March, 2006.

THE BISYS GROUP, INC.
By	/s/ Bruce Dalziel
Title	EVP & CFO

EX-99.1

FOR IMMEDIATE RELEASE

Contact:

Amy Conti
Vice President, Investor Relations
973-461-5914

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

BISYS^â RECEIVES NYSE LISTING EXTENSION

ROSELAND, N.J. (April 3, 2006) — BISYS, a leading provider of outsourcing solutions for the financial services sector, today announced that that it has received an extension for continued listing and trading on the New York Stock Exchange for six months, through September 30, 2006. The extension will allow BISYS to complete and file its Annual Report on Form 10-K for the year ended June 30, 2005 with the Securities and Exchange Commission. The extension is subject to review by the NYSE on an ongoing basis.

BISYS expects to complete and file its Annual Report on Form 10-K for 2005 with the SEC within the next few weeks. In the event that BISYS does not file its Annual Report on Form 10-K for 2005 with the SEC by September 30, 2006, the NYSE will move forward with the initiation of suspension procedures.

-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. 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 based on management’s current reasonable expectations and are subject to certain assumptions, risks, uncertainties and changes in circumstances due to future events as well as changes in economic, competitive, regulatory and/or technological factors affecting BISYS’ business, including, without limitation, the ongoing government investigations and litigations involving the company. More detailed information about risk factors that could cause actual results to differ materially are noted in BISYS’ periodic filings with the Securities and Exchange Commission. These documents can be accessed on BISYS’ website at www.bisys.com under the “Investor Relations” tab. As a reminder, the financial statements contained in BISYS’ prior SEC filings are being restated and should not be relied upon. Forward-looking statements are only predictions, not guarantees of performance, and speak only as of the date they are made. BISYS disclaims any obligation to update or amend these statements in light of new information, future events or otherwise.

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