SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Symix Systems, Inc.
(Name of Registrant as Specified In Its Charter)
Lawrence W. DeLeon, Chief Financial Officer
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
____________________________________________________________
2) Aggregate number of securities to which transaction applies:
____________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
____________________________________________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________
3) Filing Party:
________________________________________________
4) Date Filed:
________________________________________________
<PAGE>
SYMIX(R)
SYSTEMS, INC.
2800 Corporate Exchange Drive
Suite 400
Columbus, Ohio 43231
Telephone: (614) 523-7000
---------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Columbus, Ohio
________, 1996
To the Shareholders of
Symix Systems, Inc.
NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders (the
"Meeting") of Symix Systems, Inc. (the "Company") will be held at the offices
of the Company, 2800 Corporate Exchange Drive, Columbus, Ohio 43231, on June
26, 1996, at 9:00 a.m., local time, for the following purposes:
1. To consider and vote upon a proposal to adopt an amendment to
Article FOURTH of the Company's Amended Articles of Incorporation
which would increase the authorized number of shares of the
Company from 6,000,000 to 21,000,000, of which 20,000,000 shall be
common shares, each without par value, and 1,000,000 shall be
preferred shares, each without par value.
2. To consider the adoption of the Symix Systems, Inc. Employee
Stock Purchase Plan.
3. To transact such other business as may properly come before the
Special Meeting or any adjournment(s) thereof.
Shareholders of record at the close of business on June 6, l996, will be
entitled to receive notice of, and to vote at, the Meeting and any
adjournment(s) thereof.
You are cordially invited to attend the Meeting. The vote of each
shareholder is important, whatever the number of common shares held. Whether
or not you plan to attend the Meeting, please sign, date and return your proxy
promptly in the enclosed envelope. Should you attend the Meeting, you may
revoke your proxy and vote in person. Attendance at the Meeting will not, in
and of itself, constitute revocation of a proxy.
By Order of the Board of Directors,
LAWRENCE W. DELEON
Secretary
<PAGE>
SYMIX(R)
SYSTEMS, INC.
2800 Corporate Exchange Drive
Suite 400
Columbus, Ohio 43231
Telephone: (614) 523-7000
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Symix Systems, Inc.
("Symix" or the "Company") to be used at a Special Meeting of Shareholders
(the "Meeting") to be held on June 26, 1996 and at any adjournment or
adjournments thereof. Shares represented by properly executed proxies will be
voted at the Meeting. Where a choice is specified by the shareholder, the
proxy will be voted in accordance with such choice. Any proxy may be revoked
at any time insofar as it has not been exercised by delivering a later-dated
proxy to Symix or by giving notice of revocation of the proxy to Symix either
in writing or in open meeting.
This Proxy Statement was first mailed to shareholders on or about
June 7, 1996.
June 6, 1996 has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote at the Meeting
or any adjournment or adjournments thereof. On the record date, there were
outstanding and entitled to vote, _________ Common Shares of Symix. Each
shareholder is entitled to one vote for each share held.
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth the name and address of the only
known shareholder of Symix who beneficially owns more than 5% of the common
shares of Symix (the "Common Shares"), and the number of Common Shares
beneficially owned and the percentage of Common Shares so owned by such
shareholder as of the record date:
Amount and Nature of
Name and Address Beneficial Ownership Percent of Class
- ----------------------------- -------------------- ----------------
Lawrence J. Fox 1,054,427 (1) 36.2%
2800 Corporate Exchange Drive
Suite 400
Columbus, Ohio 43231
- -------------
(1) See note 1 and note 2 to next table.
The following table sets forth, as of the record date, certain
information as to the share ownership of each director, and the share
ownership of all directors and officers as a group:
<PAGE>
Amount and Nature of
Name Beneficial Ownership (1) Percent of Class
- ------- ------------------------ ----------------
Lawrence J. Fox ...................... 1,054,427 (2) ............... 36.2%
John Tait ............................ 15,078 (3) ............... *
Duke W. Thomas ....................... 20,819 (4) ............... *
Larry L. Liebert ..................... 10,000 (5) ............... *
James A. Rutherford .................. 40,000 (6) ............... 1.4%
Stephen A. Sasser .................... 58,000 (7) ............... 2.0%
All directors and officers .......... 1,221,424 (8) ............... 42.0%
as a group (10 persons)
- -----------------
*Represents less than 1% of the outstanding Common Shares.
1 Each named beneficiary owner has sole voting and investment power with
respect to the shares listed.
2 Includes 44,000 shares subject to options exercisable within sixty days.
3 Includes 10,000 shares subject to options exercisable within sixty days.
4 Includes 10,000 shares subject to options exercisable within sixty days.
5 Includes 10,000 shares subject to options exercisable within sixty days.
6 Does not include 120,000 shares held by Roundwood Capital L.P., of which
Mr. Rutherford is a limited partner. Includes 10,000 shares subject to
options exercisable within sixty days.
7 Includes 50,000 shares subject to options exercisable within sixty days.
8 Includes 157,000 shares subject to options exercisable within sixty days.
PROPOSAL 1
PROPOSED AMENDMENT OF
AMENDED ARTICLES TO INCREASE
AUTHORIZED NUMBER OF COMMON SHARES
(Item 1 on Proxy)
The Amended Articles of Incorporation of the Company presently authorize
6,000,000 shares, of which 5,000,000 are Common Shares, without par value, and
1,000,000 are preferred shares, without par value. The Company's Board of
Directors has unanimously adopted a resolution proposing and declaring it
advisable that Article FOURTH of the Company's Amended Articles be amended in
order to increase its authorized shares from 6,000,000 to 21,000,000, of which
20,000,000 will be Common Shares and 1,000,000 will be preferred shares, and
recommending the approval of the proposed amendment to the Company's
shareholders. A copy of the proposal is included as Annex A to this Proxy
Statement. Of the Company's presently authorized 5,000,000 Common Shares,
_________ were outstanding as of May 31, 1996, and ___________ were available
for issuance. None of the Company's authorized preferred shares are
outstanding.
The proposed amendment would not change the powers, preferences or
rights of the holders of the Common Shares. The Board of Directors believes
that it is desirable and in the best interests of the Company and its
shareholders to increase the number of Common Shares that the Company is
authorized to issue in order to ensure that the Company will have a sufficient
number of authorized Common Shares available in the future to provide it with
the desired flexibility to meet its business needs. If this proposal is
approved by shareholders of the Company, the additional authorized Common
Shares could be available to Symix for a variety of corporate purposes,
including, for example, the declaration and payment of share dividends to the
Company's shareholders; share splits; use in the financing of expansion or
future acquisitions; issuance pursuant to the terms of employee benefit plans;
and use in other possible future transactions of a currently undetermined
nature.
If the proposed amendment is adopted, the Company would be permitted to
issue the additional authorized Common Shares without further shareholder
approval, except to the extent otherwise required by the Company's Amended
Articles of Incorporation, by law or by the NASDAQ or any securities exchange
on which the Common Shares may be listed at the time. The authorization of
additional Common Shares will enable the Company, as the need may arise, to
take timely advantage of market conditions and the availability of favorable
opportunities without the delay and expense associated with the holding of
another special meeting of its shareholders. It is the belief of the Board of
Directors that the delay necessary for shareholder approval of a specific
issuance could be to the detriment of the Company and its shareholders. The
Board of Directors does not intend to issue any Common Shares except on terms
which it deems to be in the best interests of the Company and its
shareholders. Existing shareholders of the Company have no pre-emptive rights
to purchase any Common Shares issued in the future. Depending on the terms
thereof, the issuance of Common Shares may or may not have a dilutive effect
on the share ownership of the Company's then-existing shareholders.
Although the Company has no such intentions, the proposed increase in
the authorized and unissued Common Shares might be considered as having the
effect of discouraging an attempt by another person or entity, through the
acquisition of a substantial number of Common Shares, to acquire control of
the Company with a view to imposing a merger, sale of all or any part of the
Company's assets, or a similar transaction, since the issuance of new Common
Shares, in a public or private sale, merger or similar transaction, could be
used to dilute the share ownership of a person or entity seeking to obtain
control of the Company. The Board of Directors has no present knowledge of any
present or past efforts to gain control of the Company and has not received
any indication from any person or entity that such person or entity is
interested in acquiring the Company.
Required Vote and Recommendation
THE AFFIRMATIVE VOTE OF THE HOLDERS OF NOT LESS THAN A MAJORITY OF THE
COMMON SHARES REPRESENTED IN PERSON OR BY PROXY AND ENTITLED TO BE VOTED AT
THE MEETING IS REQUIRED TO ADOPT THE PROPOSED AMENDMENT TO ARTICLE FOURTH OF
THE COMPANY'S AMENDED ARTICLES OF INCORPORATION. For purposes of determining
whether such a majority has been obtained, abstentions mathematically will
have the same effect as votes against the proposal. Broker non-votes have
no effect in determining whether such majority has been obtained. As of May
<PAGE>
31, 1996, the Company's executive officers and directors held approximately
42.0% of the outstanding Common Shares and voting power of the Company. If the
amendment is approved, it will become effective upon the filing of a
Certificate of Amendment to the Company's Amended Articles of Incorporation
with the Secretary of State of Ohio, which is expected to be accomplished as
promptly as practicable after such approval is obtained.
The Board of Directors recommends that the shareholders vote FOR the
proposed amendment to Article FOURTH of the Company's Amended Articles of
Incorporation. Unless otherwise directed, the persons named in the enclosed
proxy will vote the Common Shares represented by all proxies received prior to
the Meeting, and not properly revoked, in favor of the proposed amendment to
Article FOURTH.
PROPOSAL 2
APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN
(Item 2 on Proxy)
Subject to shareholder approval, the Board of Directors adopted the
Symix Systems, Inc. Employee Stock Purchase Plan (the "Plan") in February,
1996. The Plan provides for the purchase of Common Shares by employees of the
Company and/or its subsidiaries through payroll deductions. A copy of the Plan
is included as Annex B to this Proxy Statement.
SUMMARY OF THE PLAN
General. The purpose of the Plan is to provide eligible employees of the
Company and/or its subsidiaries with an opportunity to acquire an equity
interest in the Company through the purchase of Common Shares, and thus
develop an incentive to remain with the Company and/or its subsidiaries, and
to provide a means for employees to share in the future success of the
Company. The proceeds from the Plan will provide additional capital for the
Company, which will be used for general corporate purposes. It is the
intention of the Company to have the Plan qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the options issued pursuant to the Plan are intended
to constitute options issued pursuant to an "employee stock purchase plan"
within the meaning of Section 423 of the Code. The Plan is administered by the
Compensation Committee of the Board of Directors (the "Committee").
The Plan is conducted in separate offerings not to exceed one year each.
Subject to termination of the Plan, the Committee determines the date on which
each offering under the Plan will commence. As authorized by the Committee,
the first offering under the Plan commenced on March 1, 1996 and will end on
December 31, 1996. A total of 100,000 shares (subject to adjustment due to
stock dividends, recapitalization, merger, consolidation, split-up,
combination or similar events) have been reserved for issuance in the first
offering under the Plan.
Eligibility. Participation in the Plan is completely voluntary. Any
employee of the Company and/or a subsidiary of the Company who is employed by
the Company and/or such subsidiary on the effective date of an offering under
the Plan, and who is or will be customarily employed by the Company and/or a
subsidiary of the Company for more than twenty (20) hours per week and for
more than five (5) months per year, may participate in offerings under the
Plan. However, "highly compensated employees" and all directors and officers
of the Company are not eligible to participate in offerings under the Plan.
Under the Plan, "highly compensated employees" are those employees of the
Company (or a subsidiary of the Company) who have a base salary in excess of
$100,000 (U.S.) per year or who individually own greater than 5% of the total
combined voting power or value of all classes of shares of the Company or a
subsidiary of the Company. In addition, an employee who has combined rights to
purchase Common Shares under employee stock purchase plans of the Company
and/or its subsidiaries which accrue at a rate exceeding $25,000 of fair
market value of Common Shares per year is not eligible to participate in an
offering under the Plan during each calendar year in which such combined
rights exist. The Company estimates that approximately 300 employees of the
Company and/or its subsidiaries presently are eligible to participate in
offerings under the Plan.
Payroll Deductions. If an employee elects to participate in an offering
under the Plan, deductions are taken from the employee's salary or wages
(excluding commissions) during the offering period in amounts authorized by
the employee. The amount deducted form the employee's salary or wages
(excluding commissions) must be in whole dollars or percentages, must be at
least $20.00 per month and must be less than or equal to 10% of the employee's
base salary or wages (excluding commissions). Payroll deductions for an
employee are deposited in a cash account maintained for the employee (the
"Cash Account") by the custodian for the Plan.
Grant of Options and Purchase Price. Options to purchase Common Shares
will be granted to participants who elect to participate in an offering. Such
options are exercisable on the last business day of the offering (the "Option
Date"). The total number of Common Shares subject to options on each Option
Date may not exceed the number of Common Shares authorized for issuance during
the applicable offering. Options granted for each offering will terminate
following the close of business on the Option Date for the offering to the
extent such Options are not exercised on the Option Date.
The purchase price for a Common Share under each offering will be
determined by the Committee prior to the first business day of the month
designated as the start of an offering (the "Effective Date") and will be
stated as a percentage of the fair market value of the Common Shares on either
the Option Date or the Effective Date, whichever is the lesser, but the
purchase price may not be less than the lesser of ninety percent (90%) of the
per share fair market value of the Common Shares as of the Effective Date for
the offering or ninety percent (90%) of the per share fair market value of the
Common Shares as of the Option Date for the offering.
The per share fair market value of a Common Share on any date will be
the per share closing price of the Common Shares on the NASDAQ National Market
System or on any national stock exchange on such date or, if no such sales of
Common Shares are made on such date, on the next preceding date on which sales
of Common Shares were made on NASDAQ or on any national stock exchange. As of
March 1, 1996, the closing price for Common Shares as reported on the NASDAQ
was $11.63 per share.
Exercise of Options. An option to purchase Common Shares under the Plan
is exercisable on its Option Date. Each participant in the Plan automatically
and will be deemed to have exercised his option on the Option Date to the
extent that the amount in his Cash Account on the Option Date is sufficient to
purchase whole Common Shares. Fractional Common Shares are not issuable under
the Plan. Any remaining amount credited to a participant's Cash Account which
is not sufficient to purchase a whole Common Share will remain in the
participant's Cash Account for use in the next offering unless withdrawn by
the Participant. If the aggregate Cash Account balances of all participants on
any Option Date exceeds the amount required to purchase all of the Common
Shares subject to options on the Option Date ("Option Shares"), then the
Option Shares will be allocated pro rata among the participants in the
proportion that the number of Option Shares bears to the number of Common
Shares that could have been purchased with such aggregate amount if an
unlimited number of Common Shares were available for purchase. Any excess
balances in the Cash Accounts will remain in the Cash Accounts for use in the
next offering unless withdrawn by the participants.
A separate share account for each participant will be maintained by the
custodian for the Plan and will be credited with the number of Common Shares
purchased by the participant on each Option Date, subject to the right of
withdrawal of the Common Shares by the participant. Society National Bank,
N.A., Cleveland, Ohio, is the initial custodian for the Plan.
Transferability of Options. A participant may not assign, transfer,
pledge or otherwise dispose of any payroll deductions credited to his Cash
Account or any of his rights with regard to the exercise of an option or to
receive Common Shares under the Plan (except by will or pursuant to the laws
of inheritance). Options are exercisable during the participant's lifetime
only by the participant. Any attempt by a participant to assign, transfer,
pledge or otherwise dispose of his interest under the Plan will be null, void
and of no effect.
Duration and Amendment of the Plan. The Plan will remain in effect until
(i) the purchase by participants of all of the Common Shares subject to the
Plan; or (ii) termination of the Plan by the Board of Directors of the
Company, whichever occurs first. Termination of the Plan will not affect
options previously granted under the Plan. In addition, if the Plan is not
approved by the Company's shareholders prior to December 30, 1996, the Plan
will automatically terminate, and each participant will receive a refund of
the total amount of payroll deductions credited to his Cash Account, plus
interest.
The Committee may at any time make changes in or additions to the Plan
as the Committee deems advisable. However, except as otherwise provided in the
Plan or applicable law, and except with respect to changes or additions in
order to make the Plan comply with Section 423 of the Code, the Committee may
not make any changes or additions which would adversely affect options
previously granted under the Plan and may not, without approval of the
shareholders of the Company, make any changes or additions which would (a)
increase the aggregate number of Common Shares subject to the plan or which
may be subscribed to by an employee, (b) decrease the minimum purchase price
for a Common Share, or (c) change any of the provisions of the Plan relating
the eligibility for participation in offerings.
Administration of the Plan. The Plan is administrated by the Committee,
which is appointed by the Board of Directors and which must consist of not
less than three (3) members of the Board of Directors. Each member of the
Committee must be an outside director of the Company and is not eligible to
participate in the Plan. Subject to the provisions of the Plan and such
instructions and limitations as may be established by the Board, the Committee
is vested with the authority to make, administer, interpret and rescind such
rules and regulations as it deems necessary to administer the Plan. Among
other things, the Committee determines the time and terms of offerings under
the plan. Any determination, decision or action of the Committee in connection
with the construction, interpretation, administration or application of the
Plan is final, binding and conclusive upon all participants and any and all
persons claiming under or through any participant. The Committee may delegate
any portion of its authority to administer the Plan on a day-to-day basis to
such officers of the Company as it deems appropriate, except with respect to
discretionary decisions regarding participation in the Plan by any executive
officers or other persons subject to Section 16 of the Securities Exchange Act
of 1934. Except as otherwise provided herein, all costs of administration of
the Plan are borne by the Company.
Federal Tax Consequences. The following general descriptions of federal
income tax consequences is based upon current statutes, regulations and
interpretations. This description is not intended to address specific tax
consequences applicable to an individual participant who receives an option to
purchase Common Shares under the Plan.
The Plan is intended to qualify as an "employee stock purchase plan"
within the meaning of Section 423 of the Code. The granting of an option under
the Plan will have no immediate federal income tax consequences to a
participant. In addition, a participant will not realize taxable income at the
time he exercises an option. Generally, a participant will recognize taxable
income under the Code only upon the disposition of Common Shares purchased
under the Plan or on the death of the participant if he has purchased Common
Shares under the Plan. However, any interest on a participant's accumulated
payroll deductions returned to him in cash will be taxed as ordinary income.
The federal income tax treatment applicable to a disposition of Common Shares
purchased under the Plan is discussed further below.
Any participant in the Plan who disposes of Common Shares purchased
under the Plan or any participant who dies while holding Common Shares
transferred to him pursuant to his exercise of an option under the Plan, will
recognize ordinary income in the year of such disposition of death in an
amount equal to the lesser of (i) the excess of the fair market value of the
Common Shares at disposition or death over the amount actually paid for the
Common Shares; or (ii) the excess of the fair market value of the Common
Shares at the time the option was granted over the option price. Any remaining
gain will be taxed as a capital gain in the year of disposition. If, however,
the sales price is less than the purchase price paid by the participant, the
participant will recognize a capital loss. If the participant has held the
Common Shares acquired upon exercise of his option less than one year, the
capital gain or loss will be short-term; if the participant has held the
Common Shares for one year or more, the capital gain or loss will be
long-term.
Generally, the issuance and exercise of options to purchase Common
Shares under the Plan will not have a taxable effect on the Company; however,
in the event of a disposition of Common Shares by a participant, the amount of
ordinary income attributable to the participant because of such disposition is
deductible by the Company as an employer business deduction in the year of
disposition. Dividends credited to a participant's Cash Account will be
considered ordinary income. The Plan is not qualified under Section 401(a) of
the Code.
Required Vote and Recommendation
THE AFFIRMATIVE VOTE OF THE HOLDERS OF NOT LESS THAN A MAJORITY OF THE
COMMON SHARES PRESENT IN PERSON OR BY PROXY AND ENTITLED TO BE VOTED AT THE
MEETING IS REQUIRED TO ADOPT THE PROPOSED AMENDMENT TO THE PLAN. For purposes
of determining whether such a majority has been obtained, abstentions
mathematically will have the same effect as votes against the proposal. Broker
non-votes have no effect in determining whether such majority has been
obtained.
The Board of Directors recommends that the shareholders vote FOR the
proposed adoption of the Plan. Unless otherwise directed, the persons named in
the enclosed proxy will vote the Common Shares represented by all proxies
received prior to the Meeting, and not properly revoked, in favor of the
proposal to adopt the Plan.
OTHER MATTERS
Financial statements of the Company are not included in this Proxy
Statement as they are not material to a decision regarding Proposal 1 or
Proposal 2.
Management and the Board of Directors do not know of any other matters
which may come before the Meeting. However, if any other matters properly come
before the Meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with their judgment
on such matters.
The enclosed proxy is being solicited by the Board of Directors of
Symix, and Symix will bear the cost of solicitation of proxies. In addition to
the use of the mails, proxies may be solicited by officers, directors and
regular employees of Symix, personally, by telephone, by telegraph or other
communication methods.
Shareholder Proposals
Any proposals by Symix shareholders intended to be presented at the 1996
Annual Meeting of Shareholders must be received by Symix prior to June 16,
1996 in order to be considered for inclusion in Symix's 1996 Proxy Statement.
By Order of the Board of Directors
LAWRENCE W. DELEON,
Secretary
<PAGE>
ANNEX A
RESOLVED, that the first paragraph of Article FOURTH of the
Amended Articles of Incorporation of the Company be amended to read in
its entirety as follows:
FOURTH: The authorized number of shares of the corporation
shall be 21,000,000, of which 20,000,000 shares shall be common
shares, each without par value, and 1,000,000 shares shall be
preferred shares, each without par value.
<PAGE>
ANNEX B
SYMIX SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(as amended on April 24, 1996)
1. Purpose of the Plan. The purpose of the Symix Systems, Inc. Employee
Stock Purchase Plan (the "Plan") is to provide eligible employees of Symix
Systems, Inc. (the "Company") and/or its subsidiaries with an opportunity to
acquire an equity interest in the Company through the purchase of common
shares of the Company ("Common Shares"), and thus develop an incentive to
remain with the Company and/or its subsidiaries, and to provide a means for
employees to share in the future success of the Company. The proceeds from the
Plan will provide additional capital for the Company, which will be used for
general corporate purposes. It is the intention of the Company to have the
Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"), and the Plan is to be
construed accordingly.
2. Administration. The Plan shall be administered by the Compensation
Committee (the "Committee") consisting of not less than three members who
shall be appointed by, and shall serve at the pleasure of, the Board of
Directors of the Company. Each member of the Committee must be an outside
director of the Company and shall not be eligible to participate in the Plan.
Subject to express provisions of the Plan and to such instructions and
limitations as the Board of Directors of the Company may establish from time
to time, the Committee shall have the authority to prescribe, amend and
rescind rules and regulations relating to the Plan. The Committee may
interpret the Plan and may correct any defect or supply any omission or
reconcile any inconsistency in the Plan to the extent necessary for the
effective operation of the plan. Any determination, decision or action taken
by the Committee on the matters referred to in this paragraph shall be
conclusive.
The Committee may delegate any portion of its authority to administer
the Plan on a day-to-day basis to such officers of the Company as it may deem
appropriate; provided that any discretionary decisions with respect to
participation in the Plan by any executive officers or other persons subject
to Section 16 of the Securities Exchange Act may be made only by the
Committee.
3. Effectiveness of the Plan. The Plan shall become effective on
March 1, 1996.
4. Shares Subject to the Plan. Subject to adjustment as provided in
Paragraph 17 herein, not more than 100,000 Common Shares of the Company shall
be offered under the Plan. The Common Shares subject to the Plan may be
authorized and unissued Common Shares or previously issued Common Shares
acquired by the Company and held as treasury shares.
5. Offerings under the Plan. After the Plan has become effective, one or
more "Offerings", as determined by the Committee, may be made to eligible
employees to purchase Common Shares subject to the Plan. The Offerings may be
consecutive or concurrent as determined by the Committee. With respect to each
Offering, the Committee shall specify an Offering Period and the maximum
number of Common Shares that may be purchased under the Offering. The Offering
Period shall not exceed twelve (12) months. Common Shares not sold under one
Offering may be offered again in any subsequent Offering.
The first business day of the month designated by the Committee as the
start of the Offering Period applicable to an Offering shall be the "Effective
Date" of such Offering under the Plan.
6. Eligibility. Subject to the terms of this Plan, any employee of the
Company (and any employee of any subsidiary of the Company which from time to
time may be designated by the Committee for inclusion in an Offering under the
Plan under Paragraph 20 hereof) who is employed by the Company at the
Effective Date of an Offering, and who is or will be customarily employed for
more than twenty (20) hours per week and for more than five (5) months per
year, may participate in Offerings under the Plan, with the exception that all
highly compensated employees and all directors and officers of the Company are
not eligible to participate in the Offerings under the Plan. For purposes of
the Plan, "highly compensated employees" are those employees of the Company or
a subsidiary of the Company that have a base salary in excess of $100,000
(U.S.) per year or own greater than 5% of the total combined voting power or
value of all classes of shares of the Company or a subsidiary of the Company.
Nothing contained herein and no rules and regulations prescribed by the
Committee shall permit or deny participation in any Offering contrary to the
requirements of the Code (including, without limitation, Sections 423(b)(3),
423(b)(4) and 423(b)(8) thereof).
Nothing contained herein and no rules and regulations prescribed by the
Committee shall permit any employee to be granted an Option under the Plan:
(a) If, immediately after such Option is granted, such employee would
own, and/or hold outstanding options or rights to purchase, shares of the
Company or of any subsidiary of the Company possessing five percent (5%) or
more of the total combined voting power or value of all classes of shares of
the Company or such subsidiary; or
(b) Which permits an employee's rights to purchase Common Shares under
all employee stock purchase plans of the Company and of its subsidiaries to
accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000.00) of
fair market value of Common Shares (determined as of the date such right is
granted) for each calendar year in which such right is outstanding at any
time.
For the purpose of clause 6(a) above, the provisions of Section 424(d) of the
Code shall apply in determining the stock ownership of each employee. For the
purpose of Clause (b) above, the provisions of Section 423(b)(8) of the Code
shall apply in determining whether an employee's Options and other rights are
permitted to accrue at a rate in excess of the permitted rate.
7. Participation in Offerings. Except as may be otherwise provided for
herein, each employee who is eligible for and elects to participate in an
Offering shall be granted Options for as many full Common Shares as he may
elect to purchase during that Offering, to be paid by payroll deductions
during such period; provided, however, that the amount elected must be in
whole dollars or percentages, the minimum deductions of an employee shall not
be at a rate less than Twenty Dollars ($20.00) per month and the maximum
deductions shall not be at a rate exceeding ten percent (10%) of the base
salary of an employee. Subject to this Paragraph 7, all such eligible
employees shall be granted the same rights and privileges under each such
Offering.
The "Annual Enrollment Date" for any Offering shall be the Effective
Date. In order to participate in the Offering an eligible employee must enroll
by completing and forwarding (i) an "Enrollment/Change Form" to the Committee
at least twenty (20) days prior to the Annual Enrollment Date and (ii) an
"Authorization for Payroll Deductions" form to the appropriate payroll
location at least twenty (20) days prior to the Annual Enrollment Date for the
Offering; provided, however, that an eligible employee hired during the twenty
(20) day period prior to the Annual Enrollment Date may participate in the
Plan by filing an Enrollment/Change Form and Authorization for Payroll
Deductions form on or before such Annual Enrollment Date. Notwithstanding any
provision contained herein, for the initial Annual Enrollment Date for the
Plan, the Enrollment/Change Form and the Authorization for Payroll Deductions
form must be completed and forwarded prior to March 9, 1996, unless extended
by the officers of the Company. The Authorization for Payroll Deductions form
will authorize a regular payroll deduction from that employee's compensation
during the Offering Period applicable to that Offering, commencing with the
Annual Enrollment Date following timely receipt of such authorization. Payroll
deductions may not be retroactive.
The amounts withheld through such payroll deductions shall be credited
to each Participant's cash account (the "Cash Account"). The withholdings for
each calendar month from compensation of a Participant shall be made on a date
or dates specified by the Company (the "payroll deduction date(s)"). Such
amounts will be delivered to a custodian for the Plan selected by the Company
(the "Custodian") and held pending the purchase of Common Shares as described
in Paragraph 10 hereof.
Subject to the other limitations of this Paragraph 7, a Participant may,
by written notice to the Company at least twenty (20) days prior to any
payroll deduction date, increase or decrease the amount of his payroll
deduction as of such payroll deduction date; provided, however, that a
Participant's payroll deduction may be changed only twice during any Offering.
Notwithstanding the foregoing, a Participant may by written notice to
the Company at least twenty (20) days prior to any payroll deduction date
discontinue payroll deductions as of such payroll deduction date. Payroll
deductions may not thereafter be resumed until the next Annual Enrollment
Date.
A Participant may withdraw from the Offering entirely at any time prior
to the Option Date (as defined in Paragraph 8) for the Offering by delivering
a "Withdrawal Notice" to the Company. If such notice is received by the
Company at least twenty (20) business days prior to the Option Date, the
Participant's Cash Account balance will not be used to purchase Common Shares
on the Option Date. Instead, the Cash Account balance will be refunded to the
Participant. The Participant will not be eligible to re-enroll in that
Offering, but may resume participation on the Annual Enrollment Date for the
next Offering. In addition, the Committee may impose such other restrictions
on the right to withdraw from Offerings as it may deem appropriate.
8. Grant of Options. Options to purchase Common Shares shall be granted
to Participants who elect to participate in an Offering. Such Options may be
exercised on the last business day of the Offering (each such last business
day is referred to herein as an "Option Date"). The number of Common Shares
subject to Options on each Option Date shall not exceed the number of shares
authorized for issuance during the applicable Offering. Options granted for
each Offering shall terminate following the close of business on the Option
Date for the Offering to the extent such Options are not exercised on such
Option Date.
9. Interest on Cash Accounts. The payroll deductions and other monies
held in Participants' Cash Accounts shall bear interest at a rate as may be
agreed upon by the Company and the Custodian.
10. Purchase Price and Exercise of Options. The purchase price for a
Common Share under each Offering shall be determined by the Committee prior to
the Effective Date of each Offering and shall be stated as a percentage of the
fair market value of a Common Share on either the Option Date or the Effective
Date, whichever is the lesser, but the purchase price shall not be less than
the lesser of ninety percent (90%) of the per share fair market value of the
Common Shares as of the Effective Date for the Offering or ninety percent
(90%) of the per share fair market value of the Common Shares as of the Option
Date for the Offering.
The fair market value of a Common Share on any date shall be the closing
price per share of the Common Shares on the NASDAQ National Market System or
on any national stock exchange on such date or, if no such sales of Common
Shares are made on such date, on the next preceding date on which sales of
Common Shares were made on NASDAQ or on any national stock exchange.
Each Option shall be exercised on the Option Date with respect to such
Option. Each Participant automatically and without any act on his part will be
deemed to have exercised an Option on each Option Date to the extent that the
amount in his Cash Account on such Option Date is sufficient to purchase whole
Common Shares on the Option Date. Fractional Common Shares will not be issued
under the Plan. Any remaining amount credited to a Participant's Cash Account
which is not sufficient to purchase a whole Common Share shall remain in such
Participant's Cash Account for use in the next Offering unless withdrawn by
the Participant.
The Company shall deliver to the Custodian as soon as practicable after
each Option Date a certificate for the total number of whole Common Shares
purchased by all Participants on such Option Date. If the aggregate Cash
Account balances of all Participants on any Option Date exceeds the amount
required to purchase all of the Common Shares subject to Options on that
Option Date, then the Option Shares (as defined in Paragraph 18 hereof), shall
be allocated as provided in Paragraph 18 hereof.
The Custodian shall establish and maintain a separate share account for
each Participant (a "Share Account"), which shall be credited with the number
of whole Common Shares purchased on each Option Date by each Participant. A
Participant may withdraw the Common Shares credited to his Share Account on a
first-in-first-out basis by written notice to the Custodian at least twenty
(20) days prior to an Annual Enrollment Date. A Participant may withdraw all
or a portion of the Common Shares which were credited to his Share Account on
or prior to the Option Date immediately preceding such Annual Enrollment Date.
A Participant will be charged a fee by the Custodian for each such withdrawal.
The amount of such fee shall be as agreed from time to time by the Custodian
and the Company. The initial fee shall be $5.00 per withdrawal. The Custodian
shall deliver to such Participant a share certificate issued in his name for
the number of whole Common Shares he wishes to withdraw from his Share
Account. At least annually, there shall be delivered to each Participant a
statement of his Share Account showing the number of Common Shares purchased
during the preceding twelve months (or lesser period of existence of the
Offering), the Option prices paid for the Common Shares, the dates of purchase
of the Common Shares, and the amount to be included in the ordinary income of
the Participant at such time as the Common Shares are sold, as prescribed by
Section 423(c) of the Code.
Society National Bank, N.A. shall be the initial Custodian. The Company
may remove any Custodian, and any Custodian may resign, upon 60 days' notice
in writing to the other party, as the case may be. Any successor Custodian
shall be appointed by the Company. The Company shall pay all fees and costs of
the Custodian as agreed between the Company and the Custodian from time to
time, except for the withdrawal fees payable by Participants as described
above.
The Company may, at any time after the end of an Offering Period, close
the Cash Accounts of employees not participating in another Offering under the
Plan, in which case any balance in such Cash Accounts will be refunded to the
employees. Any balance remaining in the Cash Account of a Participant after
the end of an Offering Period shall remain in the Participant's Cash Account
for use in the next Offering.
The Company may, at any time after the end of an Offering Period, close
the Share Accounts related to such Offering, in which case the Custodian shall
deliver to each Participant in that Offering a share certificate issued in his
name for the number of whole Common Shares credited to his Share Account,
without charging a withdrawal fee.
11. Registration of Certificates. Common Shares withdrawn by
Participants will be registered, and share certificates therefor will be
issued, only in the name of the Participant.
12. Rights as Shareholders. With respect to Common Shares subject to an
Option, pending exercise of such Option, the Participant shall not be deemed
to be a shareholder and shall not have any of the rights or privileges of a
shareholder. A Participant who has exercised an Option shall have the rights
and privileges of a shareholder immediately following such exercise.
13. Use of Plan Funds. Subject to Paragraph 10 hereof, all amounts
received by the Company upon exercise of Options granted under the Plan may
be used for any corporate purpose or purposes of the Company.
14. Termination of Employment. If the employment of a Participant
terminates for any reason, including death, disability, retirement or other
cause, his participation in the Plan automatically and without any act on his
part shall terminate as of the date of termination of his employment. As soon
as practicable following the Participant's termination of employment, the
Company shall refund to such Participant (or beneficiary, in the case of the
Participant's death) any and all amount in his Cash Account and the Custodian
shall deliver to such Participant a share certificate issued in his name for
the number of whole Common Shares credited to his Share Account through prior
Offerings.
15. Restriction upon Assignment. Options granted to a Participant under
the Plan shall not be transferable (including pledge or hypothecation), and
shall be exercisable during the Participant's lifetime only by the
Participant. The Company shall not recognize and shall be under no duty to
recognize assignment or purported assignment by a Participant of his Options
or of any rights under his Options.
16. Government Regulations. The Company's obligation to issue, sell or
deliver any Common Shares under this Plan is subject to all applicable laws
and regulations and to the approval of any governmental or regulatory
authority required in connection with the issuance, sale or delivery of such
Common Shares. The Company shall not be required to issue, sell or deliver any
Common Shares under this Plan prior to (a) the approval of such Common Shares
for quotation on NASDAQ as National Market Systems Securities or for listing
on any national stock exchange, and (b) the completion of any registration or
other qualification of such Common Shares under any state or Federal law or
any ruling or regulation of any governmental or regulatory authority which the
Company in its sole discretion shall determine to be necessary or advisable.
17. Adjustment of Shares upon Changes in Capitalization. Notwithstanding
any other provision of the Plan, in the event of any change in the outstanding
Common Shares, by reason of a dividend payable in Common Shares,
recapitalization, merger, consolidation, split-up, combination or exchange of
shares, or the like, appropriate adjustments shall be made to the aggregate
number and class of shares subject to the Plan, the number and class of shares
subject to outstanding subscription rights, the purchase price per share (in
the case of shares subject to outstanding subscription rights), and the number
and class of shares which may be subscribed to by any one employee, and such
other adjustments shall be made as may be deemed equitable by the Committee.
18. Proportionate Distribution. If the aggregate Cash Account balances
of all Participants on any Option Date exceeds the amount required to purchase
all of the Common Shares subject to Options on that Option Date ("Option
Shares"), then the Option Shares shall be allocated pro rata among the
Participants in the proportion that the number of Option Shares bears to the
number of Common Shares that could have been purchased with such aggregate
amount available, if an unlimited number of Common Shares were available for
purchase; provided, however, that no reduction shall prohibit any employee
participating in that Offering from purchasing at least five (5) full Common
Shares during the course of the Offering. Any balances remaining in
Participants' Cash Accounts due to over subscription will remain in the
Participants' Cash Accounts for use in the next Offering unless withdrawn by
the Participant.
19. Dividend Reinvestment. All cash dividends paid, if any, with respect
to the Common Shares credited to a Participant's Share Account shall be added
to the Participant's Cash Account and thereby shall be applied to exercise
Options to purchase whole Common Shares on the Option Date next succeeding the
date such cash dividends are paid by the Company. An election to leave Common
Shares with the Custodian shall constitute an election to apply the cash
dividends with respect to such shares to the exercise of Options hereunder.
Common Shares so purchased shall be applied to the shares credited to each
Participant's Share Account.
20. Designation of Subsidiaries for Inclusion in Offerings. At any time
and from time to time the Committee may designate for inclusion in an Offering
under the Plan any corporation which, on the Effective Date of that Offering,
is a subsidiary (as defined in Section 424(f) of the Code) of the Company.
21. Amendment of the Plan. To the extent permitted by law, the Committee
may at any time and from time to time make such changes in the Plan and
additions to it as the Committee deems advisable; provided, however, that,
except as provided in Paragraphs 17, 18 and 20 hereof, and except with respect
to changes or additions in order to make the Plan comply with Section 423 of
the Code, the Committee may not make any changes or additions which would
adversely affect subscription rights or Options previously granted under the
Plan and may not, without approval of the shareholders of the Company, make
any changes or additions which would (a) increase the aggregate number of
Common Shares subject to the Plan or which may be subscribed to by an
employee, (b) decrease the minimum purchase price for a Common Share, or (c)
change any of the provisions of the Plan relating to eligibility for
participation in Offerings.
22. Duration and Termination of the Plan. The Plan shall terminate
upon the earlier to occur of the following two events:
(a) The purchase by employees of all of the Common Shares subject to
the Plan; or
(b) The termination of the Plan by the Board of Directors of the
Company.
In addition, if the Plan is not approved by the Company's Shareholders
prior to December 30, 1996, the Plan will automatically terminate, and each
Participant will receive a refund of the amounts credited to his Cash Account.
No termination of the Plan shall affect Options or subscription rights
previously granted under this Plan.
<PAGE>
SYMIX SYSTEMS, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON June 26, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of common shares of Symix Systems, Inc. (the
"Company") hereby constitutes and appoints Lawrence J. Fox and Lawrence W.
DeLeon, or either of them, the Proxy or Proxies of the undersigned, with full
power of substitution, to attend the Special Meeting of Shareholders of the
Company (the "Special Meeting") to be held on June 26, 1996, at the offices of
the Company, 2800 Corporate Exchange Drive, Columbus, Ohio at 9:00 a.m., local
time, and any adjournment(s) thereof, and to vote all of the common shares of
the Company which the undersigned is entitled to vote at such Special Meeting
or at any adjournment(s) thereof:
1. To approve an amendment to Article FOURTH of the Company's Amended
Articles of Incorporation to increase the authorized shares of the
Company from 6,000,000 to 21,000,000, of which 20,000,000 will be common
shares, each without par value, and 1,000,000 will be preferred shares,
each without par value.
___ ___ ___
|___| FOR |___| AGAINST |___| ABSTAIN
2 To approve the proposal to adopt the Company's Employee Stock Purchase
Plan.
___ ___ ___
|___| FOR |___| AGAINST |___| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the Special Meeting or any
adjournment(s) thereof.
WHERE A CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED BY THIS PROXY
WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO CHOICE
IS INDICATED, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR
PROPOSAL NO. 1. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE SPECIAL
MEETING OR ANY ADJOURNMENT(S) THEREOF, THE COMMON SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON SUCH MATTERS AS THE
DIRECTORS MAY RECOMMEND.
(Continued, and to be executed and dated on the reverse side hereof.)
<PAGE>
All proxies with respect to common shares of the Company previously
given or executed by the undersigned are hereby revoked. The undersigned
acknowledges receipt of the accompanying Notice of Special Meeting of
Shareholders and Proxy Statement for the _____________, 1996 meeting.
Dated: ____________________________, 1996
__________________________________________
Signature of Shareholder(s)
__________________________________________
Signature of Shareholder(s)
Please sign exactly as your name appears
hereon. When common shares are registered
in two names, both shareholders should
sign. When signing as executor, admin-
istrator, trustee, guardian, attorney or
agent, please give full title as such. If
shareholder is a corporation, please sign
in full corporate name by President or
other authorized officer. If shareholder
is a partnership, please sign in partner-
ship name by authorized person. (Please
note any change of address on this proxy.)
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF SYMIX SYSTEMS, INC.
PLEASE FILL IN, DATE, SIGN AND RETURN IT PROMPTLY
USING THE ENCLOSED ENVELOPE.
