As filed with the Securities and Exchange Commission on August 22, 1996
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SYMIX SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1083175
------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2800 Corporate Exchange Drive, Columbus, Ohio 43231
- --------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
SYMIX SYSTEMS, INC. EMPLOYEE STOCK PURCHASE PLAN
-----------------------------------------------------
(Full title of the plan)
MR. LAWRENCE W. DELEON
SYMIX SYSTEMS, INC.
2800 CORPORATE EXCHANGE DRIVE
COLUMBUS, OHIO 43231
----------------------------------------
(Name and address of agent for service)
(614) 523-7000
--------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
Calculation of Registration Fee
- -------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price(1) registration fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 100,000 $15.5625 $1,556,250 $537
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rules 457(c) and (h); based upon the average of the high and
low sale prices of the Common Shares as reported on the NASDAQ National
Market System on August 20, 1996.
(Page 1 of 15 pages; exhibit index on page 6)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities
and Exchange Commission (the "Commission") are incorporated herein by
reference and made a part hereof as of the respective dates of filing of such
documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995, including any and all amendments thereto,
filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and all other reports
filed with the Commission pursuant to the requirements of
Section 13(a) or 15(d) of the Exchange Act since that date;
(2) The description of the Common Shares of the Registrant
contained in the Registration Statement filed with the
Commission pursuant to Section 12(g) of the Exchange Act,
including any amendments or reports filed for the purpose of
updating such description.
Any definitive Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act and all reports which may be filed
with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act
subsequent to the date hereof, prior to the completion of the offering
contemplated hereby, also shall be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing such documents.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
As of August 9, 1996, members of Vorys, Sater, Seymour and
Pease and attorneys employed thereby, together with members of their immediate
families, own an aggregate of approximately 62,597 Common Shares of the
Registrant. Duke W. Thomas, a Director of the Registrant, is a partner of such
firm.
ITEM 6. Indemnification of Directors and Officers.
Incorporated by reference to Item 6 of Registrant's
Registration Statement on Form S-8 (No. 33-40546) filed with the Commission on
June 25, 1991.
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<PAGE>
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
ITEM 8. Exhibits.
See the Exhibit Index attached hereto.
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% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
(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) of
this section do not apply if 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 this registration statement.
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<PAGE>
(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 the 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 section
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.
C. 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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<PAGE>
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 City of Columbus, State of Ohio, on the 22nd
day of August, 1996.
SYMIX SYSTEMS, INC.
By /s/Lawrence W. DeLeon
_____________________________________
Lawrence W. DeLeon
Chief Financial Officer, Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated on the 22nd day of August, 1996.
SIGNATURE TITLE
- ------------------------- -------------------
Lawrence J. Fox* Chairman of the Board and
_________________________ Chief Executive Officer
Lawrence J. Fox (Principal Executive Officer)
Stephen A. Sasser* Chief Operating Officer,
_________________________ President and Director
Stephen A. Sasser
/s/Lawrence W. DeLeon Chief Financial Officer, Vice
_________________________ President and Secretary
Lawrence W. DeLeon (Principal Financial Officer)
James A. Rutherford III* Director
________________________
James A. Rutherford III
Larry L. Liebert* Director
________________________
Larry L. Liebert
John Tait* Director
________________________
John Tait
Duke W. Thomas* Director
________________________
Duke W. Thomas
*By Power of Attorney
/s/Lawrence W. DeLeon
_____________________________________
Lawrence W. DeLeon (Attorney-in-Fact)
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<PAGE>
EXHIBIT INDEX
Exhibit No. Page
- --------------- ----------
4(a) Registrant's Amended Articles of Incorporated herein by reference to
Incorporation, particularly Exhibit 3(a) to the Registrant's
articles Fourth and Seventh Registration Statement on Form S-1
(No. 33-38878) filed March 21, 1991
4(b) Registrant's Amended Code of Incorporated herein by reference to
Regulations, particularly Exhibit 3(a) to the Registrant's
article One Registration Statement on Form S-1
(No. 33-38878) filed March 21, 1991
5 Opinion of Vorys, Sater, Seymour 7
and Pease as to legality
23(a) Consent of Ernst & Young LLP 9
23(b) Consent of Vorys, Sater, Seymour --
and Pease (included in Exhibit 5)
24 Powers of Attorney 10 through 15
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EXHIBIT 5
(614) 464-6400
August 22, 1996
Board of Directors
Symix Systems, Inc.
2800 Corporate Exchange Drive
Suite 400
Columbus, Ohio 43231
Gentlemen:
We are familiar with the proceedings taken and proposed to be
taken by Symix Systems, Inc., an Ohio corporation (the "Company"), in
connection with the institution of the Symix System, Inc. 1995 Employee Stock
Purchase Plan (the "Plan"), the granting of purchase rights to purchase common
shares of the Company pursuant to the Plan, and the sale of the Company's
common shares upon exercise of purchase rights under the Plan.
We have collaborated in the preparation of the registration
statement on Form S-8 ("Registration Statement"), to be filed by the Company
with the Securities and Exchange Commission for the purpose of registering
under the Securities Act of 1933, as amended, 100,000 common shares to be
issued under the Plan. In connection therewith, we have examined, among other
things, such records and documents as we have deemed necessary to express the
opinion hereinafter set forth.
Based on the foregoing, we are of the opinion that when the
100,000 common shares of the Company have been delivered by the Company upon
the exercise of purchase rights under the Plan against payment of the purchase
price therefor, as specified in the registration statement when it shall
become effective, said common shares will be validly issued, fully paid and
nonassessable, assuming compliance with applicable federal and state laws.
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<PAGE>
Board of Directors
Page 2
August 22, 1996
We consent to the filing of this opinion as an exhibit to the
aforementioned registration statement and to the reference to us in the
prospectus included therein.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 100,000 shares of common stock
pursuant to the Symix Systems, Inc. Employee Stock Purchase Plan of our
reports dated August 7, 1995, with respect to the consolidated financial
statements of Symix Systems, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended June 30, 1995 and October 16, 1995, with
respect to the related financial statement schedule included therein, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Columbus, Ohio
August 21, 1996
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its common shares for offering
and sale pursuant to purchase rights granted under the Symix Systems, Inc.
Employee Stock Purchase Plan, hereby constitutes Lawrence J. Fox and Lawrence
W. DeLeon as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign such Registration Statement and any or all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc., granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal as of this 14th day of August, 1996.
/s/Lawrence J. Fox
____________________
Lawrence J. Fox
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<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its common shares for offering
and sale pursuant to purchase rights granted under the Symix Systems, Inc.
Employee Stock Purchase Plan, hereby constitutes Lawrence J. Fox and Lawrence
W. DeLeon as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign such Registration Statement and any or all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc., granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal as of this 14th day of August, 1996.
/s/Stephen A. Sasser
____________________
Stephen A. Sasser
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<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its common shares for offering
and sale pursuant to purchase rights granted under the Symix Systems, Inc.
Employee Stock Purchase Plan, as amended, hereby constitutes Lawrence J. Fox
and Lawrence W. DeLeon as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any or all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the National Association of Securities
Dealers, Inc., granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal as of this 14th day of August, 1996.
/s/James A. Rutherford III
______________________________
James A. Rutherford III
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<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its common shares for offering
and sale pursuant to purchase rights granted under the Symix Systems, Inc.
Employee Stock Purchase Plan, hereby constitutes Lawrence J. Fox and Lawrence
W. DeLeon as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign such Registration Statement and any or all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc., granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal as of this 14th day of August, 1996.
/s/Larry L. Liebert
____________________
Larry L. Liebert
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<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its common shares for offering
and sale pursuant to purchase rights granted under the Symix Systems, Inc.
Employee Stock Purchase Plan, hereby constitutes Lawrence J. Fox and Lawrence
W. DeLeon as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign such Registration Statement and any or all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc., granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal as of this 13th day of August, 1996.
/s/John Tait
____________________
John Tait
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<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 for the registration of certain of its common shares for offering
and sale pursuant to purchase rights granted under the Symix Systems, Inc.
Employee Stock Purchase Plan, hereby constitutes Lawrence J. Fox and Lawrence
W. DeLeon as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign such Registration Statement and any or all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc., granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and seal as of this 15th day of August, 1996.
/s/Duke W. Thomas
____________________
Duke W. Thomas
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