Registration Statement No. 333-23385
Filed Pursuant to SEC Rule 424(b)
PROSPECTUS
SYMIX SYSTEMS, INC.
125,000 Common Shares
__________________
All of the Common Shares, no par value , of Symix Systems, Inc. ("Symix" or
the "Company") offered hereby are being sold by the Selling Shareholders.
The Company's Common Shares are traded in the over-the-counter market and
are quoted on the National Association of Securities Dealers Automated Quotation
("NASDAQ") National Market System under the symbol "SYMX". The market price of
the Common Shares varies from time to time. The last reported sale price of the
Company's Common Shares as reported on the Nasdaq National Market System on
March 12, 1997 was $10.25 per share.
___________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________________________
The Selling Shareholders may sell the shares being offered hereby in
transactions on the NASDAQ National Market System, in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale or at negotiated
or fixed prices. The Selling Shareholders may sell some or all of the shares in
transactions involving broker-dealers, who may act either as agent or principal.
The aggregate proceeds to the Selling Shareholders from the sale of the Common
Shares will be the selling price of the Common Shares sold less the aggregate
agents' commissions and underwriters' discounts, if any, and other expenses of
issuance and distribution not borne by the Company. The Company will pay
substantially all of the expenses to be incurred, including those to be incurred
by the Selling Shareholders, in connection with the Registration Statement of
which this Prospectus is a part (other than such commissions and discounts),
estimated to be $13,395.36. See "Selling Shareholders" and "Plan of
Distribution" herein for a description of indemnification arrangements between
the Company and the Selling Shareholders. None of the proceeds from the sale of
the Common Shares will be received by the Company.
The Selling Shareholders and any agents, dealers or underwriters that
participate with the Selling Shareholders in the distribution of the Common
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions received by
them and any profit on the resale of the Common Shares purchased by them may be
deemed underwriting commissions or discounts under the Securities Act.
The date of this Prospectus is March 26, 1997
<PAGE>
AVAILABLE INFORMATION
Symix is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Northwestern Atrium, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies
of such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a web site that contains reports, proxy, information
statements and other information regarding registrants that file electronically
with the Commission. The Commission's web site address is: http://www.sec.gov.
The Company's Common Shares are traded on the NASDAQ National Market System.
Reports, proxy statements and other information concerning Symix may be
inspected at the offices of the National Association of Securities Dealers, Inc.
at 1735 K Street, N.W., Washington, D.C. 20006.
Symix has filed a registration statement on Form S-3 (together with all
amendments and exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
Registration Statement and the exhibits filed as part thereof. Statements
contained herein concerning provisions of any document filed as an exhibit are
not necessarily complete and, in each instance, reference is made to the copy of
each document filed as an exhibit to the Registration Statement. Each such
statement is qualified in its entirety by such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Symix are hereby
incorporated by reference in and made a part of this Prospectus:
(a) Symix's Annual Report on Form 10-K for the fiscal year ended June 30,
1996;
(b) Symix's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1996;
(c) Symix's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1996; and
(d) Symix's Current Report on Form 8-K dated January 9, 1997.
All reports and other documents filed by Symix with the Commission (File
No. 0-19024) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
(except information included in any such document in response to Item 402(i),
402(k) or 402(l) of Regulation S-K under the Securities Act) subsequent to the
date of this Prospectus and prior to the termination of the offering of the
Common Shares hereby are incorporated herein by reference. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as modified or superseded, to constitute a part of this
Prospectus.
Symix will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the information which are incorporated herein by reference, other than
exhibits to documents incorporated herein (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Symix Systems, Inc., 2800 Corporate Exchange Drive, Suite 400, Columbus, Ohio
43231, Attention: Chief Financial Officer, telephone (614) 523-7379.
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THE COMPANY
Symix is a global provider of open, client server manufacturing software
for mid-range discrete manufacturers. Symix designs, develops, markets and
supports a fully integrated manufacturing, planning and financial software
system that addresses the Enterprise Resource Planning (ERP) requirements of
manufacturers. The SYMIX(R) solutions are developed for manufacturers who must
optimize the rigorous demands of make-to-order and mixed-mode production
requirements, including reducing time-to-market, shortening order cycles and
reducing product costs. Among the key industries which use the Symix
applications are industrial equipment, fabricated metals, electronic equipment
and furniture/fixtures. The Company's target market includes primarily mid-range
discrete manufacturing companies with sites having annual revenue between $10
and $350 million.
Symix's primary ERP application product, Symix SyteLine, was released in
March, 1996 and combines the robust functionality of a complex manufacturing
system, including multi-site capabilities, with the speed and ease-of-use of
graphical user interface products. Symix also continues to market, sell and
enhance its heritage host terminal, character based ERP application product,
SYMIX (R) Version 4.0, to customers not readily able to fully migrate to a
client/server environment. The Symix applications are sold through both a direct
sales channel and approximately 40 software and service partners in 17
countries.
Symix focuses on consulting, implementation and education services as
critical aspects of its business. These services are provided through either
direct Symix consultants, third party software and service partners, system
integrators or consulting/accounting firms.
Symix was organized in 1979, incorporated under the laws of the State of
Ohio in 1984 and became a public company trading on NASDAQ in 1991. The
Company's principal executive offices are located at 2800 Corporate Exchange
Drive, Columbus, Ohio 43231 (telephone: 614/523-7000). As used in this
Prospectus, the term "Symix" or the "Company" refers to Symix Systems, Inc. and
its subsidiaries, unless the context otherwise requires.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Shares. The Common Shares are being offered by the Selling Shareholders. See
"Selling Shareholders".
SELLING SHAREHOLDERS
All of the Common Shares being offered hereby are being sold by two
individuals, Richard Smart and Philip Smart (herein referred to collectively as
the "Selling Shareholders" and individually as a "Selling Shareholder"). The
following table shows certain information regarding the beneficial ownership of
Common Shares by each of the Selling Shareholders as of the date of this
Prospectus.
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<TABLE>
Shares Beneficially Owned Shares Beneficially Owned
Prior to the Offering After Offering
_________________________ _________________________
Beneficial Owner Number Percent Number Percent
___________________________________________________________________________________________
<S> <C> <C> <C> <C>
Philip Smart 125,000(1) 2.1% 62,500(1) 1.0%
3430 South Service Road
Burlington, Ontario L7N 3T9
Canada
Richard Smart 125,000(1) 2.1% 62,500(1) 1.0%
3430 South Service Road
Burlington, Ontario L7N 3T9
Canada
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(1) Includes 62,500 shares which are subject to issuance upon conversion of
62,500 Class A Preference Shares of Symix Systems (Ontario) Inc., a
subsidiary of Symix. The Class A Preference Shares may be converted to
Symix common shares at any time prior to December 31, 2006 by the holder of
the Class A Preference Shares.
</TABLE>
Pursuant to a Share Purchase Agreement dated December 31, 1996 (the
"Purchase Agreement"), Symix Systems (Ontario) Inc., a subsidiary of the Company
("Symix Ontario"), acquired all of the issued and outstanding shares of Visual
Applications Software, Inc. ("VAS") from the Selling Shareholders in exchange
for 250,000 Class A Preference Shares of Symix Ontario (the "Class A Shares"),
50,000 Class B Preference Shares of the Symix Ontario (the "Class B Shares") and
$1,000,000 (Canadian) in cash. The Class B Shares are redeemable by the holders
at any time after January 2, 1998 for a price of $1.00 (Canadian) per share.
Under the terms of the Purchase Agreement, Symix has agreed to purchase all of
the Class B Shares from the Selling Shareholders in the event that Symix Ontario
does not or cannot redeem such shares upon presentation for redemption by the
Selling Shareholders.
In connection with the acquisition, the Company entered into a Share
Exchange Agreement with the Selling Shareholders dated January 9, 1997 (the
"Exchange Agreement"). Under the terms of the Exchange Agreement, the Company
agreed to exchange Symix common shares (the "Exchange Shares") for the Class A
Shares on a one-for-one basis and, at the Company's expense, from time to time
until December 31, 2006, to register the Exchange Shares with the Commission
upon receipt of written demand for such registration from one or both of the
Selling Shareholders. The Selling Shareholders agreed to sell or transfer the
Exchange Shares only pursuant to a registration statement covering such shares
which is effective with the Commission or an opinion of counsel acceptable to
Symix.
On January 9, 1997, the Selling Shareholders notified Symix that they were
exercising their exchange privilege under the Exchange Agreement with respect to
62,500 Class A Shares each and their demand registration rights with respect to
the Exchange Shares issued to them as a result of such exercise.
In connection with the acquisition of VAS, the Company, VAS and Symix
Systems Ontario entered into a separate Employment Agreement dated January 9,
1997 with each of the Selling Shareholders. In addition, the Selling
Shareholders, Symix, Symix Ontario and Symix Computer Systems, Inc., a
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wholly-owned subsidiary of the Company ("SCSI"), entered into an Unanimous
Shareholder Agreement dated January 9, 1997 (the "Shareholder Agreement")
pursuant to which Symix Ontario agreed to pay a corresponding cash dividend to
the holders of the Class A Shares in the event that Symix pays a cash dividend
to its shareholders. The Shareholder Agreement also imposes certain restrictions
on the sale or transfer of the Class A Shares and the Class B Shares by the
Selling Shareholders.
Until the acquisition of VAS by Symix Ontario in January, 1997, Philip
Smart served as President and a Director, and Richard Smart served as
Secretary/Treasurer and a Director, of VAS.
PLAN OF DISTRIBUTION
The Common Shares being offered hereby will be sold by the Selling
Shareholders for their own accounts. The Company will not receive any of the
proceeds from the sale of such shares. The Selling Shareholders have agreed to
indemnify the Company and its officers and directors against any losses, claims
or damages arising out of any untrue or alleged untrue statement of a material
fact contained in this Prospectus or omission or alleged omission to state a
material fact required to be contained herein, to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in this Prospectus in reliance upon information furnished to the Company by one
or more of the Selling Shareholders, or the failure of the Selling Shareholders
to satisfy the prospectus delivery requirement under the Securities Act.
The Selling Shareholders may sell the Common Shares being offered hereby
from time to time in the over-the-counter market on the NASDAQ National Market
system, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated or fixed prices. The Selling Shareholders may
sell some or all of the shares in transactions involving broker-dealers who may
act either as agent or principal, and who may receive compensation in the form
of discounts, commissions or concessions from one or both of the Selling
Shareholders or the purchaser of the shares for whom such broker-dealers act as
agent or to whom they sell as principal, or both.
The Selling Shareholders and any underwriters, dealers or agents that
participate in the distribution of the Common Shares offered hereby may be
deemed to be "underwriters" under the Securities Act, and any profit on the sale
of the Common Shares by them and any discounts, commissions or concessions
received by any such underwriters, dealers or agents may be deemed to be
"underwriting discounts and commissions" under the Securities Act.
The Selling Shareholders have advised the Company that no agreement exists
with any broker-dealer with respect to the sale of the Common Shares offered
hereby. At the time a particular offer of the Common Shares is made and upon
receipt of notice of the same by the Company from the Selling Shareholders, a
supplement to this Prospectus will be filed, if required, pursuant to Rule 424
(c) under the Securities Act, which will set forth the aggregate number of
Common Shares being offered and the material terms of the offering, including
the name or names of any underwriters, dealers or agents, the purchase price to
be paid by any underwriter or dealer for the Common Shares purchased from the
Selling Shareholders, any discounts, commissions or concessions allowed or
reallowed or paid to dealers, the proposed selling price to the public and other
facts material to the transaction.
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DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 21,000,000 shares,
of which 20,000,000 shares are Common Shares, each without par value, and
1,000,000 shares are preferred shares, each without par value. At March 6, 1997,
there were 5,837,056 Symix Common Shares outstanding held of record by
approximately 100 shareholders. No preferred shares are currently outstanding.
The outstanding Common Shares are, and the shares to be outstanding upon
completion of this offering will be, fully paid and nonassessable.
Holders of Common Shares are entitled to one vote for each share held of
record on each matter submitted to a vote of shareholders. Shareholders have no
cumulative voting rights, which means that the holders of shares entitled to
exercise more than fifty percent (50%) of the voting power are able to elect all
of the directors.
Common Shares
Holders of Common Shares are entitled to receive dividends when and if
declared by the Board of Directors out of funds legally available therefor,
subject to the rights of holders of any preferred shares that may be issued, as
described below, and to any contractual restrictions on the payment of
dividends. The Company currently intends to continue to retain earnings for use
in its business and to pay no cash dividends in the foreseeable future.
Under Ohio law and the Company's Amended Articles, the affirmative vote of
the holders of shares entitled to exercise at least two-thirds (<T075>) of the
voting power of the Company is necessary for certain corporate actions,
including merger or consolidation with another corporation, combination or
majority share acquisition, sale or other disposition of all or substantially
all of the Company's property and assets, voluntary dissolution of the Company
or amendment of the Company's Amended Articles.
Upon dissolution, liquidation or sale of all or substantially all the
assets of the Company, after payment in full of all amounts required to be paid
to creditors and to holders of outstanding preferred shares, if any, the holders
of Common Shares will be entitled to receive pro rata the remaining assets of
the Company available for distribution.
The holders of Common Shares do not have preemptive, subscription,
redemption or conversion rights.
Preferred Shares
The Company's Amended Articles authorize the Board of Directors to issue
preferred shares from time to time in one or more series. Holders of preferred
shares are entitled to one vote for each share held on each matter submitted to
a vote of shareholders. The Board of Directors is authorized to fix and
determine the relative rights and preferences of the shares of any series so
established with respect to dividend or distribution rights, the dates of
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<PAGE>
payments of dividends or distributions and the dates from which they are
cumulative, liquidation price, redemption rights and price, sinking fund
requirements, conversion rights and restrictions on the issuance of shares of
any class or series.
The Board of Directors, without shareholder approval, could issue preferred
shares with voting and conversion rights which could adversely affect the voting
power of the holders of Common Shares. The Company has no present plans to issue
any preferred shares.
Certain Statutory Provisions
Section 1701.831 of the Ohio Revised Code generally provides that certain
"control share acquisitions" of shares of an "issuing public corporation" may be
made only with the prior authorization of the shareholders of the corporation,
unless the articles or code of regulations of the corporation otherwise provide.
The Amended Articles of the Company provide that Section 1701.831 of the Ohio
Revised Code does not apply to control share acquisitions of the Company. In
addition, Ohio has adopted Chapter 1704 of the Ohio Revised Code. Chapter 1704
is a "merger moratorium" statute which generally prohibits a wide range of
business combinations and transactions between or involving an issuing public
corporation that is a reporting company under the Securities Exchange Act of
1934 and a person who, alone or with others, beneficially owns ten percent or
more of the voting power of the corporation. A corporation may provide in its
articles of incorporation that Chapter 1704 does not apply to the corporation,
and the Company's Amended Articles so provide.
Transfer Agent
The transfer agent for the Common Shares is The Huntington National Bank,
Columbus, Ohio.
LEGAL MATTERS
Certain legal matters relating to the sale of the Common Shares being
offered hereby will be passed upon for the Company by Vorys, Sater, Seymour and
Pease, Columbus, Ohio, counsel to the Company. As of March 3, 1997, the partners
of and attorneys employed by Vorys, Sater, Seymour and Pease, together with
members of such partners' and attorneys' immediate families, owned in the
aggregate approximately 103,922 Symix Common Shares.
EXPERTS
The consolidated financial statements of the Company as of June 30, 1996
and 1995 and for each of the three years in the period ended June 30, 1996
incorporated by reference herein, and the related consolidated financial
statement schedule, incorporated by reference herein have been audited by Ernst
& Young LLP, independent auditors, as stated in their reports which are
incorporated by reference herein (which reports express an unqualified opinion),
and have been so incorporated by reference in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
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No person has been authorized in connection with any
offering made here- by to give any information or to make
any representation not contained in this Prospectus, and, if
given or made, such information or representation must not
be relied upon as having been authorized by the Company or
any Selling Shareholder. This Prospectus does not constitute
an offer to buy any security other than the securities
offered hereby, nor does it constitute an offer to sell or a
solicitation of an offer to buy any of the securities
offered hereby to any person in any jurisdiction in which it
is unlawful to make such an offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that
the information contained herein is correct as of any time
subsequent to the date hereof.
_____________________
TABLE OF CONTENTS
Page
Available Information ..................................... 2
Incorporation of Certain Documents
by Reference ......................................... 3
The Company ............................................... 4
Use of Proceeds ........................................... 4
Selling Shareholders ...................................... 4
Plan of Distribution ...................................... 6
Description of Capital Stock .............................. 7
Legal Matters ............................................. 8
Experts ................................................... 8
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125,000 Common Shares
Symix Systems, Inc.
______
PROSPECTUS
March 26, 1997
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