SYMIX SYSTEMS INC, S-1, 1997-11-07

SYMIX SYSTEMS INC
S-1, 1997-11-07
PREPACKAGED SOFTWARE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYMIX SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
OHIO 7372 31-1083175
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
</TABLE>

2800 CORPORATE EXCHANGE DRIVE
COLUMBUS, OHIO 43231
(614) 523-7000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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LAWRENCE W. DELEON
SYMIX SYSTEMS, INC.
2800 CORPORATE EXCHANGE DRIVE
COLUMBUS, OHIO 43231
(614) 523-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

COPIES TO:

<TABLE>
<S> <C>
IVERY D. FOREMAN ALAN DEAN
VORYS, SATER, SEYMOUR AND PEASE DAVIS POLK & WARDWELL
52 EAST GAY STREET 450 LEXINGTON AVENUE
COLUMBUS, OHIO 43216 NEW YORK, NEW YORK 10017
(614) 464-6291 (212) 450-4000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Shares, without par value........... 2,185,000 $16.375 $35,779,375 $10,843
</TABLE>

(1) Includes Common Shares subject to over-allotment option to be granted to
Underwriters.

(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 based on $16.375, which is
the average of the high and low sale price on November 4, 1997.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED NOVEMBER 7, 1997

1,900,000 COMMON SHARES

SYMIX SYSTEMS, INC.
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OF THE 1,900,000 COMMON SHARES OFFERED HEREBY, 1,700,000 COMMON SHARES ARE BEING
SOLD BY THE COMPANY AND 200,000 COMMON SHARES ARE BEING SOLD BY THE
SELLING SHAREHOLDERS. SEE "PRINCIPAL AND SELLING SHAREHOLDERS."
THE COMPANY WILL NOT RECEIVE ANY PROCEEDS FROM THE SALE OF
COMMON SHARES BY THE SELLING SHAREHOLDERS.

THE COMMON SHARES ARE TRADED IN THE OVER-THE-COUNTER MARKET AND ARE QUOTED ON
THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL "SYMX." THE LAST REPORTED
SALE PRICE OF THE COMMON SHARES AS REPORTED ON THE NASDAQ NATIONAL
MARKET ON NOVEMBER 3, 1997 WAS $16.25 PER SHARE. SEE "PRICE
RANGE OF COMMON SHARES AND DIVIDEND POLICY."

---------------------

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
COMMENCING ON PAGE 5 HEREOF.
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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.
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PRICE $ A SHARE
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<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS (1) COMPANY (2) SHAREHOLDERS
--------------- ------------------ --------------- ---------------
<S> <C> <C> <C> <C>
PER SHARE.................................... $ $ $ $
TOTAL (3).................................... $ $ $ $
</TABLE>

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(1) THE COMPANY AND THE SELLING SHAREHOLDERS HAVE AGREED TO INDEMNIFY THE
UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SEE "UNDERWRITERS."

(2) BEFORE DEDUCTING ESTIMATED EXPENSES OF $ , PAYABLE BY THE COMPANY.

(3) THE COMPANY HAS GRANTED THE UNDERWRITERS AN OPTION, EXERCISABLE WITHIN 30
DAYS FROM THE DATE HEREOF, TO PURCHASE UP TO AN AGGREGATE OF 285,000
ADDITIONAL COMMON SHARES AT THE PRICE TO THE PUBLIC LESS UNDERWRITING
DISCOUNTS AND COMMISSIONS FOR THE PURPOSE OF COVERING OVER-ALLOTMENTS, IF
ANY. IF THE UNDERWRITERS EXERCISE SUCH OPTION IN FULL, THE TOTAL PRICE TO
PUBLIC, UNDERWRITING DISCOUNTS AND COMMISSIONS AND PROCEEDS TO COMPANY WILL
BE $ , $ , AND $ , RESPECTIVELY. SEE "UNDERWRITERS."

---------------------

THE COMMON SHARES ARE OFFERED, SUBJECT TO PRIOR SALE, WHEN, AS AND IF
ACCEPTED BY THE UNDERWRITERS NAMED HEREIN AND SUBJECT TO APPROVAL OF CERTAIN
LEGAL MATTERS BY DAVIS POLK & WARDWELL, COUNSEL FOR THE UNDERWRITERS. IT IS
EXPECTED THAT DELIVERY OF THE COMMON SHARES WILL BE MADE ON OR ABOUT
, 1997, AT THE OFFICES OF MORGAN STANLEY & CO. INCORPORATED, NEW
YORK, N.Y., AGAINST PAYMENT THEREFOR IN IMMEDIATELY AVAILABLE FUNDS.
---------------

MORGAN STANLEY DEAN WITTER

DAIN BOSWORTH

INCORPORATED

NESBITT BURNS SECURITIES INC.

, 1997
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS 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, ANY UNDERWRITER OR ANY
SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.

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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 5
The Company.................................... 13
Use of Proceeds................................ 14
Price Range of Common Shares and Dividend 14
Policy.......................................
Capitalization................................. 15
Selected Consolidated Financial and Operating 16
Data.........................................
Management's Discussion and Analysis of 17
Financial Condition and Results of
Operations...................................

<CAPTION>
PAGE
---------
<S> <C>
Business....................................... 22
Management..................................... 32
Certain Transactions........................... 37
Principal and Selling Shareholders............. 38
Description of Capital Stock................... 39
Shares Eligible for Future Sale................ 40
Underwriters................................... 41
Legal Matters.................................. 42
Experts........................................ 42
Additional Information......................... 42
Index to Consolidated Financial Statements..... F-1
</TABLE>

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SYMIX is a registered trademark and SyteLine, SyteSelect, SytePower,
SyteService, SyteGuide, FieldPro and SyteEDI are trademarks of Symix Systems,
Inc. OrderLinks, FACTOR and AweSim are trademarks of Pritsker Corporation
("Pritsker"). This Prospectus also contains trademarks and registered trademarks
of persons and companies other than Symix and Pritsker.

------------------------

UNLESS THE CONTEXT OTHERWISE REQUIRES, REFERENCES IN THIS PROSPECTUS TO THE
"COMPANY" OR "SYMIX" REFER TO SYMIX SYSTEMS, INC. AND ITS WHOLLY-OWNED
SUBSIDIARIES.

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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON SHARES.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, COMMON SHARES IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON SHARES ON
NASDAQ IN ACCORDANCE WITH RULE 103 UNDER REGULATION M. SEE "UNDERWRITERS."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO
APPEARING ELSEWHERE IN THIS PROSPECTUS. EXCEPT AS OTHERWISE NOTED HEREIN, ALL
INFORMATION IN THIS PROSPECTUS ASSUMES NO EXERCISE OF THE UNDERWRITERS'
OVER-ALLOTMENT OPTION.

THE COMPANY

Symix designs, develops, markets and supports a fully integrated
manufacturing, planning and financial software solution that addresses the
Enterprise Resource Planning ("ERP") requirements of mid-market (up to $350
million in annual revenues) discrete manufacturers and individual manufacturing
sites of larger manufacturers. Historically, manufacturers have implemented ERP
systems to achieve improvements in manufacturing operations and related cost
reductions. Today, manufacturers increasingly face global competition, the
challenges of managing multinational and multi-site operations and more
demanding customer service requirements. In response to this complex business
environment, manufacturers have begun to focus on customer interaction, which
requires further integrating customer requirements into the overall fulfillment
cycle. Business software solutions must not only deliver the operational
improvements of traditional ERP, but must also provide capabilities to enhance
customer interaction and improve revenue performance. Mid-market manufacturers
generally are constrained by limited financial and technological resources;
nevertheless, they require ERP solutions that offer a high degree of flexibility
and functionality and can integrate customers with business processes. Through
its Customer Synchronized Resource Planning ("CSRP") approach, the Company
delivers to mid-market manufacturers a cost-effective ERP solution that
facilitates a shift in focus from manufacturing-centric planning to customer-
centric planning.

CSRP incorporates and extends traditional ERP functionality to integrate
customer requirements into manufacturers' core business processes. The Company's
primary ERP product, SyteLine, improves manufacturers' performance with respect
to customer service, planning and materials management, production management
and enterprise administration. SyteLine operates across a wide range of hardware
platforms using the Windows NT and UNIX operating systems. In addition, Symix
offers complementary software capabilities including: configuration, which
integrates the customer with the order process to increase the quality of
complex product orders; field service, which improves the quality and efficient
delivery of field service and support; advanced planning and scheduling, which
allows manufacturers to optimize scheduling of production operations to improve
customer satisfaction and on-time delivery while reducing the manufacturers' and
their customers' inventory carrying costs; electronic commerce, which
facilitates communication between businesses and their customers and suppliers;
on-line analytical processing, which aids in decision-making by providing
comprehensive analysis of operational data stored by SyteLine; and enterprise
process documentation, which speeds the implementation of ERP systems and
facilitates the execution of ISO 9000 quality initiatives. The Company's CSRP
approach provides highly integrated, client-focused, software solutions that
address the critical business needs of mid-market manufacturers.

Symix offers a wide range of services, including project management,
implementation, product education, technical consulting, programming services,
system integration and maintenance and support. Symix works with consulting
firms and third party vendors to deliver integrated CSRP solutions. The Company
has focused its products and services on the following vertical markets:
industrial equipment, fabricated metals, electronic equipment,
furniture/fixtures and packaging and containers.

Symix has entered into a definitive agreement to acquire Pritsker
Corporation ("Pritsker"), which markets advanced planning and scheduling and
simulation software to mid-market manufacturers. Pursuant to this agreement (i)
Pritsker will be merged with and into a wholly-owned subsidiary of the Company,
(ii) each share of Pritsker common stock will be converted into the right to
receive 0.170108 Common Shares of the Company and (iii) each share of Pritsker
preferred stock will be converted into the right to receive $5.23 plus accrued
and unpaid dividends (the "Merger"). If approved by the Pritsker shareholders,
it is expected that the Merger will be consummated on November 21, 1997. See
"Risk Factors--Risks Related to Acquisitions" and the Pro Forma Condensed
Consolidated Financial Statements (Unaudited) as of June 30, 1997, starting on
page F-35 in this Prospectus.

The Company has more than 2,900 customer sites, which it services and
supports through a worldwide network of 20 offices in 14 countries.

The Company was incorporated under the laws of the State of Ohio in 1984.
The Company's principal executive offices are located at 2800 Corporate Exchange
Drive, Columbus, Ohio 43231, and its telephone number is (614) 523-7000.

3
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Common Shares offered by the Company.................... 1,700,000
Common Shares offered by the Selling Shareholders....... 200,000
Total Common Shares offered......................... 1,900,000
Common Shares to be outstanding after the offering...... 7,556,000 (1)
Nasdaq National Market symbol........................... SYMX
Use of Proceeds......................................... The net proceeds to the Company
from this offering will be used
for general corporate purposes,
including working capital and
potential acquisitions. See "Use
of Proceeds."
</TABLE>

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(1) Based on number of Common Shares outstanding at June 30, 1997. Does not
include 1,477,750 Common Shares reserved for issuance under outstanding
options as of June 30, 1997.

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30,
-----------------------------------------------------
HISTORICAL
----------------------------------------------------- PRO
1993 1994 1995 1996 1997 FORMA(1)
--------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA:
Net revenue........................... $ 30,006 $ 35,486 $ 42,828 $ 45,759 $ 65,772 $ 69,527
Cost of revenue....................... 11,560 12,600 14,882 15,678 22,440 24,093
Gross margin........................ 18,446 22,886 27,946 30,081 43,332 45,434
Operating expenses:
Selling, general and
administrative.................... 15,779 19,505 25,564 22,411 32,601 34,364
Research and product development.... 1,562 2,589 3,744 3,673 5,659 5,736
Restructuring and other unusual
charges........................... -- -- -- 506 -- --
Total operating expenses............ 17,341 22,094 29,308 26,590 38,260 40,100
Operating income (loss)............... 1,105 792 (1,362) 3,491 5,072 5,334
Other income, net..................... 56 122 314 221 107 66
Income (loss) before income taxes..... 1,161 914 (1,048) 3,712 5,179 5,400
Provision (benefit) for income
taxes............................... 448 330 (410) 1,404 1,916 1,948
Net income (loss)................... $ 713 $ 584 $ (638) $ 2,308 $ 3,263 $ 3,452
Earnings (loss) per share............. $ 0.12 $ 0.10 $ (0.12) $ 0.40 $ 0.52 $ 0.51
Weighted average common and common
share equivalents outstanding....... 5,802 5,742 5,424 5,706 6,302 6,802
</TABLE>

<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
-----------------------------------
PRO FORMA
PRO AS
ACTUAL FORMA(1) ADJUSTED(2)
--------- ----------- -----------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.............................................. $ 7,897 $ 7,571 $ 33,139
Total assets................................................. 44,252 49,130 74,698
Total long-term debt and lease obligations................... 530 1,080 1,080
Total shareholders' equity................................... 23,361 26,149 51,717
</TABLE>

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(1) Pro forma data give effect to the Merger. The pro forma information is based
on the historical financial statements of Pritsker and Symix giving effect
to the proposed transaction under the purchase method of accounting and the
assumptions and adjustments in the accompanying notes to the pro forma
financial statements starting on page F-35 of this Prospectus.

(2) Pro forma as adjusted data give effect to the Merger and the sale by the
Company of 1,700,000 Common Shares in the offering at an assumed public
offering price of $16.25 per share, after deducting estimated underwriting
discounts and commissions and expenses.

4
<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE COMMON
SHARES OFFERED HEREBY. THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
INDICATED IN SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE SUCH A
DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW AND IN THE
SECTIONS ENTITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" AND "BUSINESS."

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS. The Company has experienced
fluctuations in its quarterly operating results and anticipates that such
fluctuations will continue and may intensify. The Company's quarterly operating
results are affected by a number of factors that could materially and adversely
affect revenues and profitability, including demand for the Company's software
products and services, competitive conditions in the industry, the timing of the
introduction or market acceptance of new or enhanced products offered by the
Company or its competitors, the potential for delay or deferral of customer
purchases of the Company's products in anticipation of product enhancements or
new product offerings by the Company or its competitors, the timing of any
acquisitions and related write-offs, if any, the mix of product and services net
revenues, the mix of North American and international net revenues, general
economic conditions and other factors affecting capital expenditures by
customers. The purchase of the Company's products and services may involve a
significant commitment of capital and other resources by its customers with the
attendant delays frequently associated with large capital expenditures and
authorization procedures within an organization. As a result of these or other
factors, the sales cycles for the Company's products, from initial evaluation to
delivery of software, vary from customer to customer, typically ranging between
three and nine months, and are subject to a number of significant risks over
which the Company has little or no control, including customers' budgetary
constraints and internal authorization procedures. Consequently, the timing of
individual sales has been difficult to predict, and sales can occur in quarters
subsequent to those anticipated by the Company.

Revenues in any quarter are substantially dependent on orders signed and
shipped in that quarter. Like many software companies, the Company's revenues
occur predominantly in the third month of each quarter and tend to be
concentrated in the latter half of that third month. Since the Company's
operating expenses are based on anticipated revenue levels, and because a high
percentage of the Company's expenses are relatively fixed in the short term, any
shortfall from anticipated revenue or any delay in realizing revenues could
result in significant variations in operating results from quarter to quarter.
Accordingly, the Company's quarterly operating results are difficult to predict,
and delays in product delivery or in closings of sales near the end of a quarter
could cause quarterly revenues and, to a greater degree, net income to fall
substantially short of anticipated levels. These factors are likely to continue
to affect quarter-to-quarter comparisons.

The Company has generally realized higher revenues in its second and fourth
fiscal quarters. The Company believes that its second quarter (ending December
31) revenues generally are positively affected by calendar year-end capital
expenditures by certain customers. In the Company's fourth quarter (ending June
30), revenues are positively affected by the incentives provided pursuant to the
Company's sales compensation plans. In contrast, the Company has generally
realized comparatively lower revenue in its first quarter (ending September 30),
due to the Company's sales compensation plans, which compensate personnel based
on fiscal year performance quotas, and due to reduced economic activity in
Europe in the summer months. This trend may increase as the Company's European
sales increase. Furthermore, the Company has generally realized comparatively
lower revenue in the quarter ending March 31, due to the concentration by some
customers of purchases in the quarter ending December 31 which leads to lower
purchasing activity during the immediately following quarter.

Based on all of the foregoing, the Company believes that future revenue,
expenses and operating results are likely to vary significantly from quarter to
quarter. As a result, quarter-to-quarter comparisons

5
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of operating results are not necessarily meaningful or indicative of future
performance. It is possible that the Company's quarterly operating results could
fail to meet the expectations of securities analysts or investors. In such
event, the price of the Company's Common Shares would likely be materially
adversely affected. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations-- Quarterly Financial Results."

COMPETITION. The market for Enterprise Resource Planning ("ERP") software
is intensely competitive, rapidly changing and significantly affected by new
product offerings and other market activities. The Company has a large number of
competitors which vary in size, preferred computing environment and overall
product scope. Within its market, the primary competition comes from independent
software vendors in two distinct groups: (i) large system developers who are
moving into the Company's market, including Baan Company N.V. ("Baan"), J.D.
Edwards & Company ("J.D. Edwards"), Oracle Corporation ("Oracle"), PeopleSoft,
Inc. ("PeopleSoft") and SAP Aktiengellschaft ("SAP"), and (ii) traditional mid-
market competitors, including DataWorks Corporation, Effective Management
Systems, Inc., Fourth Shift Corporation and QAD, Inc.

A number of companies offer products which are similar to the Company's
products and are directed at the market for ERP systems for mid-market
manufacturers. Many of the Company's existing competitors, as well as a number
of potential new competitors, have more established and larger marketing and
sales organizations, significantly greater financial, technical and other
resources and a larger installed base of customers than the Company. Other
competitors leverage vertical market expertise, reputation and price as
competitive advantages. There can be no assurance that competitors will not
offer or develop products that are superior to the Company's products or that
achieve greater market acceptance.

Several large companies which develop management information software
applications for large multinational manufacturers are beginning to market to
the mid-market manufacturers targeted by the Company or otherwise develop
applications that compete in the Company's markets. As the market for ERP
software solutions expands, other companies may enter the Company's market or
increase their market presence by acquiring or entering into alliances with
competitors of the Company. As a result of all these factors, competition is
likely to increase substantially, which may result in price competition, loss of
market share or delayed purchasing decisions. There can be no assurance that the
Company will be able to compete successfully against its competitors or that the
competitive pressures faced by the Company will not adversely affect its
financial performance. See "Business--Competition."

MANAGEMENT OF GROWTH. Although the Company has experienced significant
revenue growth in fiscal 1997, such growth is not necessarily indicative of
future revenue growth. This growth has resulted in new and increased
responsibilities for management personnel and has placed, and continues to
place, a significant strain upon the Company's management and operating and
financial resources. There can be no assurance that such strain will not have a
material adverse effect on the Company's business, operating results or
financial condition.

To manage its operations, the Company must continuously evaluate the
adequacy of its management structure and its existing procedures, including,
among others, its financial and internal controls, and refine such procedures.
There can be no assurance that management will adequately anticipate all of the
changing demands that growth may impose on the Company's internal procedures and
structure. Any failure to anticipate and respond adequately to such changing
demands may have a material adverse effect on the Company's business, operating
results or financial condition.

The rapid growth of the Company's business has required the Company to make
significant recent additions in personnel, particularly in sales, product
development, marketing, service and support. The Company believes that its
future operating results depend in significant part on its ability to manage its
operations and to continue to attract and retain highly skilled technical,
managerial, sales, marketing, service and support personnel. Although the
Company has increased the number of its technical, sales, marketing, service and
support personnel in recent years, the Company has experienced, and expects to

6
<PAGE>
continue to experience, difficulty in recruiting such personnel. The Company
anticipates that it will need to continue to increase the size of its direct
sales, services and support personnel in future periods. If the Company is
unable to hire qualified personnel on a timely basis, the Company's business,
operating results and financial condition would be materially adversely
affected.

RISKS RELATED TO ACQUISITIONS. One of the Company's business strategies is
to pursue acquisitions of products, technologies, services and/or businesses
that will complement its existing operations or provide it with an entry into
markets it does not presently serve. Acquisitions involve numerous risks,
including the risk of improper valuation of the acquired business, difficulties
in the assimilation of operations, services, products and personnel of the
acquired company and entering markets in which the Company has limited or no
experience. Future acquisitions may result in potentially dilutive issuance of
equity securities, the incurrence of additional debt, the write-off of software
development costs and expenses associated with the amortization of goodwill and
other intangible assets, the diversion of management's attention from other
business concerns and the potential loss of key employees of the acquired
company, all of which could have a material adverse effect on the business,
operating results and financial condition of the Company. There can be no
assurance that suitable acquisition candidates will be available, that the
Company will be able to acquire or profitably manage acquired companies or that
future acquisitions will further the successful implementation of the Company's
overall strategy or that such acquisitions ultimately will produce returns that
justify the investment. In addition, the Company may compete for acquisition and
expansion opportunities with companies which have significantly greater
resources than the Company. Except for the Merger, the Company currently has no
agreements or understandings with regard to any acquisitions. No assurances can
be given that the Company will be able to integrate Pritsker, or any future
acquisitions, into its current business in a timely manner or profitably market
and distribute Pritsker's product lines after completion of the acquisition. In
connection with the Merger, it is currently estimated that the Company will
incur a nonrecurring charge of approximately $6.4 million relating to the
write-off of acquired in-process technology of Pritsker, which will occur in the
quarter in which the Merger is completed.

DEPENDENCE ON DIRECT SALES AND MARKETING FORCE. The Company principally
sells and supports its products and services through a direct sales force. The
Company has made significant expenditures in recent years to expand its direct
sales and marketing force, primarily outside the United States, and plans to
continue to expand its direct sales and marketing force. The Company's future
success will depend in part upon the effectiveness of its direct sales and
marketing force and the ability of the Company to continue to attract,
integrate, train, motivate and retain new sales and marketing personnel.
Competition for sales and marketing personnel in the software industry is
intense. In addition, there can be no assurance that the Company's direct sales
and marketing organization will be able to compete successfully against the
sales and marketing operations of many of the Company's current and potential
competitors. If the Company is unable to develop and manage its direct sales and
marketing force effectively, the Company's business, operating results and
financial condition would be materially adversely affected. See "Business--Sales
and Distribution."

RELIANCE ON THIRD PARTY DISTRIBUTION CHANNELS. In addition to its direct
sales and marketing force, the Company sells and supports its products and
services through an indirect sales channel of approximately 40 business partners
worldwide. The Company's business partners in North America target the lower end
of the mid-range manufacturing market while its business partners in Asia
Pacific and Europe primarily sell independently to companies within their
geographic territory. The Company will need to maintain and expand its
relationships with its existing business partners and enter into relationships
with additional business partners in order to expand the distribution of its
products. There can be no assurance that current or future business partners
will provide the level of expertise and quality of service required to license
the Company's products successfully, that the Company will be able to maintain
effective, long-term relationships with such business partners or that selected
business partners will continue to meet the Company's sales needs. Further,
there can be no assurance that these business partners will not market software
products in competition with the Company in the future or will not otherwise
reduce or

7
<PAGE>
discontinue their relationships with, or support of, the Company and its
products. If the Company fails to maintain successfully its existing business
partner relationships or to establish new relationships in the future, or if any
such business partner exclusively adopts a product other than the Company's
products, materially reduces its sales efforts relating to the Company's
products or materially increases its support for competitive products, the
Company's business, operating results and financial condition could be
materially and adversely affected.

The Company has entered into cooperative marketing programs with
International Business Machines Corporation and Data General Corporation and has
informal marketing relationships with other hardware vendors such as
Hewlett-Packard Company, Unisys Corporation and Digital Equipment Corporation.
The Company has responsibility for providing support for its software to its
customers under each agreement and the various hardware vendors are responsible
for their products. No assurance can be given that such arrangements will
continue in the future. The failure of the Company to establish or maintain
successful formal or informal relationships with such third parties could have a
material adverse effect on the Company's business, operating results and
financial condition. See "Business--Sales and Distribution."

DEPENDENCE ON KEY PERSONNEL. The Company's success depends to a significant
extent upon senior management and other key employees. The loss of one or more
key employees could have a material adverse effect on the Company. The Company
does not have employment agreements with its executive officers, except Stephen
A. Sasser, President and Chief Operating Officer, and does not maintain key man
life insurance on its executive officers. In addition, the Company believes that
its future success will depend in part on its ability to attract and retain
highly skilled technical, managerial, sales, marketing, service and support
personnel. Competition for such personnel in the computer software industry is
intense. There can be no assurance that the Company will be successful in
attracting and retaining such personnel, and the failure to do so could have a
material adverse effect on the Company's business, operating results or
financial condition. See "Management--Employment Agreement and Change-in-Control
Arrangements."

DEPENDENCE ON PROGRESS. SyteLine and SYMIX Version 4.0 are written in
PROGRESS, a proprietary fourth-generation programming language licensed from
Progress Software Corporation ("PSC"). The Company depends on the availability
of PROGRESS for license to its customer base and the acceptance of PROGRESS by
its customers. The Company resells PROGRESS, receiving revenue from its
customers and paying royalties to PSC.

The Company has entered into a non-exclusive application partnership
agreement with PSC pursuant to which the Company is authorized to market and
distribute PROGRESS in connection with sales of the Company's products. Under
the terms of the agreement, the Company bears primary responsibility for
assisting customers in developing applications with PROGRESS and agrees to
provide appropriate support to PROGRESS customers. The current term of the
agreement expires in June 1998 and will continue thereafter unless either party
gives ninety (90) days' written notice of its intention to terminate. In
addition, the agreement may be terminated immediately by either party if a
material breach of the agreement by the other party continues after thirty (30)
days' written notice. See "Business--Products."

The Company has in the past and may in the future experience product release
delays because of delays in the release of PROGRESS products or product
enhancements. Any such delays could have a material adverse effect on the
Company's business, operating results and financial condition.

The failure of PSC to continue its relationship with the Company or to
develop, support or enhance PROGRESS in a manner competitive with enhancements
of other present or future programming languages, the unavailability of PROGRESS
licenses, the loss of market acceptance of PROGRESS and its associated
relational database management system among mid-range discrete manufacturers, or
the Company's inability to migrate its software to other languages on a timely
basis if PROGRESS were no longer to be available could have a material adverse
effect on the Company's business, operating results and financial condition.

8
<PAGE>
RISKS ASSOCIATED WITH NEW VERSIONS AND NEW PRODUCTS; RAPID TECHNOLOGICAL
CHANGE. The market for the Company's products is characterized by rapid
technological change, evolving industry standards in computer hardware and
software technology, changes in customer requirements and frequent new product
introductions and enhancements. The introduction of products embodying new
technologies and the emergence of new industry standards can cause customers to
delay their purchasing decisions and render existing products obsolete and
unmarketable. The life cycles of the Company's software products are difficult
to estimate. As a result, the Company's future success will depend, in part,
upon its ability to continue to enhance existing products and to develop and
introduce in a timely manner new products with technological developments that
satisfy customer requirements and achieve market acceptance. There can be no
assurance that the Company will successfully identify new product opportunities
and develop and bring new products to market in a timely and cost-effective
manner or that products, capabilities or technologies developed by others will
not render the Company's products or technologies obsolete or noncompetitive or
shorten the life cycles of the Company's products. See "--Competition." If the
Company is unable to develop on a timely and cost-effective basis new software
products or enhancements to existing products, or if such new products or
enhancements do not achieve market acceptance, the Company's business, operating
results and financial condition may be materially adversely affected.

As a result of the complexities inherent in software development, and in
particular development for multi-platform environments, and the broad
functionality and performance demanded by customers for ERP products, major new
product enhancements and new products can require long development and testing
periods before they are commercially released. The Company has on occasion
experienced delays in the scheduled introduction of new and enhanced products,
and future delays could have a material adverse effect on the Company's
business, operating results and financial condition.

DEPENDENCE ON WINDOWS NT ACCEPTANCE. The preferred operating system
environment for SyteLine is Windows NT, and the Company's development efforts
are focused on developing products for the Windows NT environment. As a result,
the Company's future success depends upon the adoption of Windows NT as an
operating system environment by mid-size discrete manufacturers for mission
critical applications. Delays in the widespread adoption of Windows NT by the
Company's target customers may adversely affect the Company's business,
operating results or financial condition.

DEPENDENCE ON SYTELINE. Substantially all of the Company's net revenues are
derived from the sale of its core ERP product SyteLine and complementary
products and services. As a result, the Company's success depends upon continued
market acceptance of SyteLine by mid-range discrete manufacturers as well as the
Company's ability to develop new versions of SyteLine and to develop or acquire
complementary products or product lines to meet the needs of new and existing
customers.

INTERNATIONAL OPERATIONS AND CURRENCY FLUCTUATIONS. The Company derived
approximately 25% of its fiscal 1997 net revenues from sales outside of North
America, and the Company expects that revenue from international customers will
continue to account for a significant portion of the Company's total revenue.
The Company has sales and support offices worldwide, including eight in Asia
Pacific and three in Europe.

The Company expects to continue to expand its existing international
operations and to enter additional international markets, which will require
significant management attention and financial resources. Historically, the
Company's international operations have been characterized by lower operating
margins during the period in which marketing and distribution channels were
being developed. Costs associated with international expansion include the
establishment of additional foreign offices, the hiring of additional personnel,
the localization and marketing of its products for particular foreign markets
and the development of relationships with international service providers. If
international revenue is not adequate to offset the expense of expanding foreign
operations, the Company's business, operating results or financial condition
could be materially adversely affected.

9
<PAGE>
A significant portion of the Company's international revenue is received in
currencies other than U.S. dollars and, in the past, the Company has not engaged
in hedging activities. As a result, the Company is subject to risks associated
with foreign exchange rate fluctuations. Due to the substantial volatility of
foreign exchange rates, there can be no assurance that foreign exchange rate
fluctuations will not have a material adverse effect on the Company's business,
operating results or financial condition.

The Company's international operations are subject to other risks inherent
in international business activities, such as the impact of a recessionary
environment in economies outside the United States, cultural and language
difficulties associated with servicing customers, localization and translation
of products for foreign countries, difficulties in staffing and managing
international operations, difficulties in collecting accounts receivable and
longer collection periods, reduced protection for intellectual property rights
in some countries, exchange controls, restrictions on the repatriation of
foreign earnings, political instability, trade restrictions, tariff changes and
the impact of local economic conditions and practices. The Company's success in
expanding its international business will be dependent, in part, on its ability
to anticipate and effectively manage these and other risks. There can be no
assurance that these and other factors will not have a material adverse effect
on the Company's business, operating results or financial condition.

LIMITED PROTECTION OF PROPRIETARY TECHNOLOGY; RISKS OF INFRINGEMENT; USE OF
LICENSED TECHNOLOGY. The Company's ability to compete is dependent in part upon
its internally developed, proprietary intellectual property. The Company regards
its products as proprietary trade secrets and confidential information. The
Company relies largely upon its license agreements with customers; distribution
agreements with distributors; and its own security systems, confidentiality
procedures and employee agreements to maintain the trade secrecy of its
products. The Company seeks to protect its programs, documentation and other
written materials under copyright law. In addition, SYMIX is a registered
trademark and SyteLine, SyteSelect, SytePower, SyteService, SyteGuide, FieldPro
and SyteEDI are trademarks of the Company.

There can be no assurance that the Company's means of protecting its
proprietary rights in the United States or abroad will be adequate or that
competitors will not independently develop similar technology. In addition, the
laws of some foreign countries do not protect the Company's proprietary rights
as fully as do the laws of the United States. Preventing or detecting
unauthorized use of the Company's products is difficult. There can be no
assurance that the steps taken by the Company will prevent misappropriation of
its technology or that its license agreements will be enforceable. In addition,
litigation may be necessary in the future to enforce the Company's intellectual
property rights, to protect the Company's trade secrets, to determine the
validity and scope of the proprietary rights of others or to defend against
claims of infringement or invalidity. Any such litigation could result in
substantial costs and diversion of resources and could have a material adverse
effect on the Company's business, operating results or financial condition.

Although the Company does not believe that its products infringe the
proprietary rights of third parties, there can be no assurance that infringement
or invalidity claims (or claims for indemnification resulting from infringement
claims) will not be asserted or prosecuted against the Company or that any such
assertions or prosecutions will not materially adversely affect the Company's
business, operating results or financial condition. Regardless of the validity
or the successful assertion of such claims, defending against such claims could
result in significant costs and diversion of resources with respect to the
defense thereof, which could have a material adverse effect on the Company's
business, operating results or financial condition. In addition, the assertion
of such infringement claims could result in injunctions preventing the Company
from distributing certain products, which would have a material adverse effect
on the Company's business, operating results and financial condition. If any
claims or actions are asserted against the Company, the Company may seek to
obtain a license to such intellectual property rights. There can be no
assurance, however, that such a license would be available on reasonable terms
or at all.

10
<PAGE>
The Company also relies on certain other technology which it licenses from
third parties, including software that is integrated with internally developed
software and used in the Company's products to perform key functions. Although
the Company is generally indemnified by third parties against claims that such
third parties' technology infringes the proprietary rights of others, such
indemnification is not always available for all types of intellectual property
rights (for example, patents may be excluded) and in some cases the geographic
scope of indemnification is limited. The result is that the indemnity that the
Company receives against such claims is often less broad than the indemnity that
the Company provides to its customers. Even in cases in which the indemnity that
the Company receives from a third-party licenser is as broad as the indemnity
that the Company provides to its customers, the third-party licensers from whom
the Company would be receiving indemnity are often not well-capitalized and may
not be able to indemnify the Company in the event that such third-party
technology infringes the proprietary rights of others. Accordingly, the Company
could have substantial exposure in the event that technology licensed from a
third party infringes another party's proprietary rights. The Company currently
does not have any liability insurance to protect against the risk that licensed
third-party technology infringes the proprietary rights of others. There can be
no assurance that infringement or invalidity claims arising from the
incorporation of third-party technology, and claims for indemnification from the
Company's customers resulting from such infringement claims, will not be
asserted or prosecuted against the Company or that any such assertions or
prosecutions will not materially adversely affect the Company's business,
operating results or financial condition.

The Company has in the past and may in the future resell certain software
which it licenses from third parties. In addition, the Company has in the past
and may in the future jointly develop software in which the Company will have
co-ownership or cross-licensing rights. See "Business--Products." There can be
no assurance that these third-party software arrangements and licenses will
continue to be available to the Company on terms that provide the Company with
the third-party software it requires to provide adequate functionality in its
products, on terms that adequately protect the Company's proprietary rights or
on terms that are commercially favorable to the Company. The loss of or
inability to maintain or obtain any of these software licenses, including as a
result of third-party infringement claims, could result in delays or reductions
in product shipments until equivalent software, if any, could be identified,
licensed and integrated, which could materially and adversely affect the
Company's business, operating results or financial condition.

DEPENDENCE ON MANUFACTURING INDUSTRY AND GENERAL ECONOMIC AND MARKET
CONDITIONS. The Company's business depends substantially upon the capital
expenditures of mid-size discrete manufacturers, which in part depend upon the
demand for such manufacturers' products. A recession or other adverse event
affecting the manufacturing industry in North America, Europe, Asia Pacific or
other markets served by the Company could affect such demand, forcing
manufacturers in the Company's target markets to curtail or postpone capital
expenditures on business information systems. Any such change in the amount or
timing of capital expenditures in its target markets could have a material
adverse effect on the Company's business, operating results or financial
condition. Because the Company has to date targeted certain vertical markets,
and may in the future target new vertical markets in which the Company has
expertise, any economic downturns in general or in existing or new targeted
vertical segments in particular, would have a material adverse effect on the
Company's business, operating results and financial condition.

RISK OF SOFTWARE DEFECTS. Software programs as complex as those offered by
the Company may contain undetected errors or "bugs" when first introduced or as
new versions are released that, despite testing by the Company, are discovered
only after a product has been installed and used by customers. The Company has
on occasion experienced delays in the scheduled introduction of new and enhanced
products. There can be no assurance that errors will not be found in existing or
future releases of the Company's software or that the Company will not
experience material delays in releasing product improvements or new products.
The occurrence of such errors could result in significant losses to the Company
or to customers.

11
<PAGE>
Such occurrences could also result in reduced market acceptance of the Company's
products, which would have a material adverse effect on the Company's business,
operating results and financial condition.

CONTROL BY PRINCIPAL SHAREHOLDERS. Upon completion of the offering,
Lawrence J. Fox, Chairman of the Board and Chief Executive Officer of Symix, and
his wife will jointly beneficially own 29.52% of the Company's outstanding
Common Shares and current directors and executive officers as a group will own
approximately 36.18% of the Common Shares. See "Principal and Selling
Shareholders." Consequently, the directors and executive officers, and Mr. and
Mrs. Fox in particular, will be able to veto significant change in control
transactions, which may have the effect of delaying or preventing a change in
control of the Company.

ANTI-TAKEOVER PROVISIONS. The Company's Amended Articles of Incorporation
(the "Amended Articles") authorize the issuance of "blank check" preferred
stock, which may have the effect of discouraging, delaying or preventing a
change in control of the Company or unsolicited acquisition proposals that a
shareholder might consider favorable. See "Description of Capital Stock."

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS. Sales of substantial
numbers of Common Shares, or the prospect of such sales, could adversely affect
the market price of the Common Shares and the Company's ability to raise needed
capital in the capital markets at a time and price favorable to the Company.
Upon completion of the offering, the Company will have approximately 8.0 million
Common Shares outstanding, all of which will be eligible for sale in the public
market following the offering, except for (i) Common Shares held or subsequently
purchased by affiliates of the Company, which are eligible for resale subject to
Rule 144 ("Rule 144") promulgated under the Securities Act, and (ii)
approximately 398,328 shares issued to affiliates of Pritsker, which are
eligible for resale subject to the limitations of Rule 145 ("Rule 145")
promulgated under the Securities Act.

In addition, approximately 125,000 Common Shares are issuable upon
conversion of outstanding convertible stock of a subsidiary of the Company.
These Common Shares will be eligible for resale under Rule 144 beginning in
January 1998. Holders of these Common Shares also have the right to require the
Company to file a registration statement for the resale of such shares at any
time.

12
<PAGE>
THE COMPANY

Traditional ERP systems enable the collection, management and integration of
data concerning component procurement, inventory management, manufacturing
control, distribution, finance and other functions with the goal of improving
the efficiency of manufacturing production. Increasingly, manufacturers look for
functionality and flexibility beyond the scope of traditional ERP systems and
seek to manage the collection and integration of all information that flows to
and from customers, suppliers and business partners.

The Company's CSRP approach incorporates and extends traditional ERP
functionality to integrate customer requirements into manufacturers' core
business processes. The Company's primary ERP product, SyteLine, improves
manufacturers' performance with respect to customer service, planning and
materials management, production management and enterprise administration.
SyteLine operates across a wide range of hardware platforms using the Windows NT
and UNIX operating systems. In addition, Symix offers complementary software
capabilities including: configuration, which integrates the customer with the
order process to increase the quality of complex product orders; field service,
which improves the quality and efficient delivery of field service and support;
advanced planning and scheduling, which allows manufacturers to optimize
scheduling of production operations to improve customer satisfaction and on-time
delivery while reducing the manufacturers' and their customers' inventory
carrying costs; electronic commerce, which facilitates communication between
businesses and their customers and suppliers; on-line analytical processing,
which aids in decision-making by providing comprehensive analysis of operational
data stored by SyteLine; and enterprise process documentation, which speeds the
implementation of ERP systems and facilitates the execution of ISO 9000 quality
initiatives. The Company's CSRP approach provides highly integrated,
client-focused, software solutions that address the critical business needs of
mid-market manufacturers.

The Company has more than 2,900 customer sites, which it services and
supports through a worldwide network of 20 offices in 14 countries.

13
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,700,000 Common Shares
offered by the Company, after deducting underwriting discounts and commissions
and estimated expenses payable by the Company in connection with the offering,
are estimated to be $25,567,560 (approximately $29,920,935 if the Underwriters'
over-allotment option is exercised in full), assuming an offering price of
$16.25 per share. The Company will not receive any proceeds from the sale of the
Common Shares by the Selling Shareholders.

The Company intends to use the net proceeds of this offering for general
corporate purposes, including working capital. The Company expects to use a
portion of the net proceeds to acquire businesses, products or technologies that
are complementary to those of the Company. Although the Company continuously
evaluates acquisitions, at this time no specific acquisitions are planned and no
portion of the net proceeds has been allocated for any acquisition. Pending such
uses, the Company intends to invest the net proceeds from this offering in
short-term, interest-bearing securities.

PRICE RANGE OF COMMON SHARES AND DIVIDEND POLICY

The Company's Common Shares are traded in the over-the-counter market and
are quoted on the Nasdaq National Market under the symbol "SYMX." The following
table sets forth the high and low sale prices for the Common Shares for fiscal
1996 and 1997 and for the interim period since June 30, 1997, as reported by the
Nasdaq National Market.

<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
Fiscal year ended June 30, 1996
First Quarter............................................................ $ 6.31 $ 3.81
Second Quarter........................................................... 5.75 5.50
Third Quarter............................................................ 7.44 5.00
Fourth Quarter........................................................... 8.63 7.00
Fiscal year ended June 30, 1997
First Quarter............................................................ $ 8.50 $ 7.25
Second Quarter........................................................... 8.63 7.38
Third Quarter............................................................ 10.88 7.88
Fourth Quarter........................................................... 12.38 8.00
Fiscal year ended June 30, 1998
First Quarter............................................................ $ 21.00 $ 10.75
Second Quarter (through November 3, 1997)................................ 18.63 15.50
</TABLE>

As of November 3, 1997, there were approximately 87 holders of record of the
Common Shares, and the Company believes that there are more than 1,700
beneficial shareholders. On November 3, 1997, the last reported sale price of
the Common Shares, as reported by the Nasdaq National Market, was $16.25.

The Company has never paid cash dividends on its Common Shares. The Company
expects that all future earnings will be retained to finance the Company's
operations and for the growth and development of its business. Accordingly, the
Company does not currently anticipate paying cash dividends on its Common Shares
in the foreseeable future. The payment of any future dividends will be subject
to the discretion of the Board of Directors of the Company and will depend on
the Company's results of operations, financial position and capital
requirements, general business conditions, restrictions imposed by financing
arrangements, if any, legal restrictions on the payment of dividends and other
factors the Board of Directors deems relevant.

14
<PAGE>
CAPITALIZATION

The following table sets forth the current portion of long-term obligations
and capitalization of the Company as of June 30, 1997, on (i) an actual basis,
(ii) pro forma as of such date to reflect the Merger and (iii) pro forma as
adjusted to reflect the Merger and the receipt by the Company of the estimated
net proceeds from the sale of 1,700,000 Common Shares offered by the Company
hereby after deducting underwriting discounts and commissions and estimated
offering expenses payable by the Company. This table should be read in
conjunction with the Consolidated Financial Statements of the Company, including
the Notes thereto, appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
----------------------------------------
PRO FORMA
ACTUAL PRO FORMA(1) AS ADJUSTED(2)
--------- ------------- --------------
(IN THOUSANDS)
<S> <C> <C> <C>

Short-term debt:
Current portion of long-term obligations................................ $ 775 $ 775 $ 775
--------- ------------- -------
--------- ------------- -------

Long-term debt:
Long-term obligations, less current portion............................. $ 530 $ 1,080 $ 1,080

Shareholders' equity:
Common Shares, without par value; 20,000,000 shares authorized;
6,160,000 shares issued and outstanding; shares issued and
outstanding pro forma as adjusted................................... 62 66 83
Preferred Shares, without par value; 1,000,000 shares authorized; no
shares issued and outstanding....................................... -- -- --
Convertible preferred shares of subsidiary............................ 1,031 1,031 1,031
Capital in excess of stated value..................................... 13,291 22,447 47,998
Retained earnings..................................................... 10,853 4,481 4,481
Cumulative translation adjustment..................................... (556) (556) (556)
Common shares in treasury, 304 shares................................. (1,320) (1,320) (1,320)
--------- ------------- -------
Total shareholders' equity.......................................... 23,361 26,149 51,717
--------- ------------- -------
Total capitalization.................................................... $ 23,891 $ 27,229 $ 52,797
--------- ------------- -------
--------- ------------- -------
</TABLE>

- ------------------------

(1) Pro forma data give effect to the Merger. The pro forma information is based
on the historical financial statements of Pritsker and Symix giving effect
to the proposed transaction under the purchase method of accounting and the
assumptions and adjustments in the accompanying notes to the pro forma
Financial Statements starting on page F-35 of this Prospectus.

(2) Pro forma as adjusted data give effect to the Merger and the sale by the
Company of 1,700,000 Common Shares in the Offering at an assumed public
offering price of $16.25 per share, after deducting estimated underwriting
discounts and commissions and expenses.

15
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The selected consolidated financial and operating data set forth below
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations," the Consolidated Financial
Statements and Notes thereto and other financial information included elsewhere
in this Prospectus. The selected consolidated financial and operating data set
forth below, as of and for each of the years in the five-year period ended June
30, 1997, has been derived from, and is qualified by reference to, the Company's
Consolidated Financial Statements audited by Ernst & Young LLP, independent
auditors.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-----------------------------------------------------
1993 1994 1995 1996 1997
--------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA:
Net revenue................................................ $ 30,006 $ 35,486 $ 42,828 $ 45,759 $ 65,772
Cost of revenue............................................ 11,560 12,600 14,882 15,678 22,440
Gross margin............................................. 18,446 22,886 27,946 30,081 43,332
Operating expenses
Selling, general, and administrative..................... 15,779 19,505 25,564 22,411 32,601
Research and product development......................... 1,562 2,589 3,744 3,673 5,659
Restructuring and other unusual charges.................. -- -- -- 506 --
Total operating expenses................................. 17,341 22,094 29,308 26,590 38,260
Operating income (loss).................................... 1,105 792 (1,362) 3,491 5,072
Other income, net.......................................... 56 122 314 221 107
Income (loss) before income taxes.......................... 1,161 914 (1,048) 3,712 5,179
Provision (benefit) for income taxes....................... 448 330 (410) 1,404 1,916
Net income (loss)........................................ $ 713 $ 584 $ (638) $ 2,308 $ 3,263
Earnings (loss) per share(1)............................... $ 0.12 $ 0.10 $ (0.12) $ 0.40 $ 0.52
Weighted average common and common share equivalents
outstanding.............................................. 5,802 5,742 5,424 5,706 6,302

BALANCE SHEET DATA:
Working capital............................................ $ 11,458 $ 9,466 $ 6,363 $ 7,538 $ 7,897
Total assets............................................... 21,743 24,473 26,069 30,463 44,252
Total long-term debt and lease obligations................. 559 335 138 -- 530
Total shareholders' equity................................. 15,615 15,641 14,508 17,102 23,361
</TABLE>

- ------------------------

(1) Where appropriate, all share data and references in this Prospectus have
been adjusted for the 2-for-1 share split, effected in the form of a share
distribution of one share for each share outstanding to shareholders of
record on September 10, 1996.

16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

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 ERP requirements of manufacturers. Following the fiscal 1995
year-end in which the Company incurred its first loss since becoming publicly
traded in 1991, the Company hired a new president, Stephen A. Sasser, who
implemented several changes in order to restore the Company to profitability.
The new president reorganized the executive management staff by hiring several
key executives and promoting certain employees into executive positions.
Recognizing the strong foundation of the Company's core products and large
customer base, the new management team refocused the Company's investments in
development, marketing and promotional activities into supporting its
traditional vertical markets within the mid-range discrete manufacturing market.
The Company also restructured its sales channels by hiring new sales management
in North America and Europe, revising sales compensation programs and
reorganizing the services organization to align more directly with the sales
organization.

The Company also focused its efforts on building the international
distribution channels through acquisitions and converting independent
distributors to direct sales and services operations. The Company converted
distributors in Australia, New Zealand and the Netherlands to subsidiary
operations, and the Company acquired a French sales and distribution operation.
Revenue from foreign operations accounted for approximately 25% of total revenue
in fiscal 1997, compared to 13% in fiscal 1996 and 11% in fiscal 1995. The
significant increase in revenue from foreign operations resulted primarily from
the conversion of distributor operations and acquisitions completed during
fiscal 1997. Prior thereto, the Company sold its products to its international
distributors at a discount from U.S. list prices. Since conversion, Symix has
been able to increase its international revenues by recognizing the full sale
price on products sold internationally and by providing services and support
directly to customers.

During the fourth quarter of fiscal 1996, Symix introduced SyteLine, a
client/server version of its core ERP product with a graphical user interface.
SyteLine represents a large majority of new product sales to customers. In
addition to SyteLine, the Company released and sold complementary products for
data analysis (SytePower), product configuration (SyteSelect) and product
implementation (SyteGuide) during the second half of fiscal 1997 that provided
expanded features and functionality and enhanced sales of SyteLine. The Company
also purchased a Canadian company, Visual Applications Software, Inc., in
January, 1997 that develops and distributes an application software product,
FieldPro, which provides field service and warranty tracking capabilities for
manufacturers and service organizations of computer and office equipment
distributors. FieldPro is being marketed and distributed as a stand-alone
product under a newly established business operating unit within Symix, the
Customer Integrated Technologies Division ("CIT Division").

In fiscal 1997 the Company generated record revenues of $65.8 million and
net income of $3.3 million.

REVENUE

The Company's net revenue is derived primarily from (1) licensing Symix
software and providing custom programming services; (2) providing installation,
implementation, training, consulting and systems integration services; and (3)
providing maintenance and support on a subscription basis. Revenue for all
periods presented is accounted for in accordance with AICPA Statement of
Position 91-1 on Software Revenue Recognition.

Net revenue increased 44% to $65.8 million in fiscal 1997, compared to
increases of 7% and 21% for the years ended June 30, 1996 and 1995,
respectively. The strong growth in fiscal 1997 net revenue compared to previous
years was the result of new software product offerings and the reorganized
international distribution channel. Both software license fee revenue and
service and support revenue

17
<PAGE>
contributed significantly to the net revenue increase in fiscal 1997. The
increase in net revenue in fiscal 1996 and fiscal 1995 was primarily the result
of increased service and support revenue. The revenue mix since 1995 is shown in
the table below:

REVENUE MIX

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
----------------------------------------------------------------
1995 1996 1997
-------------------- -------------------- --------------------
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C>
Software license fees............. $ 24,677 58% $ 24,682 54% $ 36,477 55%
Service and support............... 18,151 42% 21,077 46% 29,295 45%
--------- --------- --------- --------- --------- ---------
Total............................. $ 42,828 100% $ 45,759 100% $ 65,772 100%
</TABLE>

Software license fee revenue increased 48% in fiscal 1997 compared to flat
license fee revenue growth in fiscal 1996. The increase in software revenue in
fiscal 1997 was primarily the result of (1) revenue from the Company's new
client server ERP software product, SyteLine, which was released in March 1996,
and (2) a reorganized international distribution channel. FieldPro contributed
more than $1.0 million in revenue during the second half of fiscal 1997.

Service and support revenue increased 39% in fiscal 1997 to $29.3 million
from $21.1 million in fiscal 1996 and $18.2 million in fiscal 1995. Service and
support revenue is comprised of installation, implementation, training,
consulting, systems integration and software product maintenance and support.
The continued increase in service and support revenue is attributable to growth
in licensed Symix installations worldwide and the reorganization of Symix's
service organization through the conversion of the international distributors
and internal expansion. Services revenue made up 45% of total revenue in fiscal
1997, compared to 46% and 42% in fiscal 1996 and fiscal 1995, respectively.
Generally, maintenance and support contracts are billed annually and revenue is
recognized ratably over the contract period, which is typically twelve months.
Deferred revenue on the Company's balance sheet relating to maintenance and
support contracts increased from $5.8 million at June 30, 1996 to $9.7 million
at June 30, 1997.

COST OF REVENUE

Total cost of revenue as a percentage of net revenue was 34% for the year
ended June 30, 1997 compared to 34% and 35% for the years ended June 30, 1996
and 1995, respectively.

Cost of software license fees includes royalties, amortization of
capitalized software development costs and software delivery expenses. Cost of
software license fees decreased to 27% of software license fee revenue in fiscal
1997 from 28% in both fiscal 1996 and fiscal 1995. The decrease in cost of
software license fees as a percentage of software license fee revenue is the
result of the increased volume of software license fee sales. Partially
offsetting the improved software license fee margins was an increase in third-
party royalties relating to the new complementary products for SyteLine released
during the year.

Cost of services and support includes the personnel and related overhead
costs for implementation, training and customer support services, together with
fees paid to third parties for subcontracted services. Cost of services and
support was 43% of service and support revenue in fiscal 1997 compared to 42% in
fiscal 1996 and 44% in fiscal 1995. The small increase in cost of services and
support as a percentage of related revenue in fiscal 1997 compared to the prior
fiscal year was the result of increased costs relating to the hiring of
experienced service personnel to support new system installations. In addition,
lower margins in the developing international distribution channels also
contributed to the increase in the cost percentage. Partially offsetting these
lower margins was the increase in Symix installations and corresponding service
renewals, from which the Company was able to realize improved margins.

18
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses consist of personnel and
related overhead costs, including commissions, for the sales, marketing, general
and administrative activities of the Company, together with advertising and
promotional costs. Selling, general and administrative expenses increased 45% in
fiscal 1997, compared to a decrease of 12% in fiscal 1996 and an increase of 31%
in fiscal 1995. Selling, general and administrative expenses as a percent of net
revenue were 50%, 49% and 60% for the same respective periods. The increase in
expenses as a percent of revenue in fiscal 1997 was the result of significant
increases in marketing and promotional activities and expanding international
sales. These increases were partially offset by improved productivity of the
North American sales channel.

The decrease in selling, general and administrative expenses in fiscal 1996
was the result of general expense controls, reorganization of the North American
sales force and improved margins on international operations. In the first
quarter of fiscal 1996, the Company recognized restructuring and other non-
recurring charges of $506,000, which primarily consisted of severance payments
related to personnel changes and costs associated with the European sales
channel.

RESEARCH AND DEVELOPMENT

Research and development expenses include personnel and related overhead
costs for product development, enhancements, upgrades, quality assurance and
testing. Total research and product development expenses, including amounts
capitalized, were $8.8 million or 13% of net revenue for the year ended June 30,
1997, compared to $6.0 million or 13% of net revenue in fiscal 1996 and $5.2
million or 12% of net revenue in fiscal 1995. The Company capitalized research
and development costs of $3.1 million, $2.3 million and $1.4 million for the
years ended June 30, 1997, 1996 and 1995, respectively. Software development
costs capitalized in a given period are dependent upon the nature and state of
the development process and are recorded in accordance with Statement of
Financial Accounting Standards No. 86. Upon general release of a product,
related capitalized costs are amortized over three years and recorded as license
fee cost of revenue. In addition to the $2.3 million of software development
costs capitalized in fiscal 1996, the Company capitalized $1.0 million relating
to the purchase of existing technology.

The increase in overall research and development expense is due to staff
expansion relating to the Company's development of future releases of SyteLine,
increased development focus on interfacing with third-party software products
and research involving new technologies and products.

PROVISION FOR INCOME TAXES

The effective tax rates for the years ended June 30, 1997 and 1996 were 37%
and 38%, respectively. The Company realized a tax benefit of $410,000 in 1995 on
an effective tax rate of 39% due to a pre-tax loss. The reduced effective tax
rate in fiscal 1997 and fiscal 1996 compared to the respective previous year was
primarily due to the amount of foreign taxable earnings in countries with
considerably lower effective rates, thereby reducing the Company's overall tax
rate.

QUARTERLY RESULTS

The following table sets forth certain unaudited operating results for each
of the eight quarters in the two year period ended June 30, 1997. This
information has been prepared by the Company on the same basis as its audited,
consolidated financial statements, and includes all adjustments (consisting only
of normal recurring adjustments) necessary to present fairly this information
when read in conjunction with the Company's audited, consolidated financial
statements and the notes thereto.

The Company's results of operations have fluctuated on a quarterly basis.
The Company's expenses, with the principal exception of sales commissions and
certain components of cost of revenue, are generally

19
<PAGE>
fixed and do not vary with revenue. As a result, because the Company's plans and
commitments of resources are in advance of its planned revenue level, any
shortfall of actual revenue in a given quarter would adversely affect net
earnings for that quarter by a significant portion of the shortfall. See "Risk
Factors--Fluctuations in Quarterly Operating Results."

QUARTERLY RESULTS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------------------------------------------------
SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30,
1995 1995 1996 1996 1996 1996 1997 1997
----------- --------- --------- ----------- ----------- --------- --------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenue..................... $ 9,819 $ 11,571 $ 11,165 $ 13,204 $ 12,690 $ 16,537 $ 15,358 $ 21,187
Cost of revenue................. 3,799 3,568 3,758 4,553 4,543 5,395 5,405 7,097
----------- --------- --------- ----------- ----------- --------- --------- -----------
Gross margin.................. 6,020 8,003 7,407 8,651 8,147 11,142 9,953 14,090
Operating expenses
Selling, general, and
administrative.............. 4,730 5,757 5,410 6,514 6,555 8,099 7,994 9,953
Research and product
development................. 857 762 968 1,086 1,100 1,353 1,501 1,705
Restructuring and other
unusual charges............. 506 -- -- -- -- -- -- --
----------- --------- --------- ----------- ----------- --------- --------- -----------
Total operating expenses...... 6,093 6,519 6,378 7,600 7,655 9,452 9,495 11,658
----------- --------- --------- ----------- ----------- --------- --------- -----------
----------- --------- --------- ----------- ----------- --------- --------- -----------
Operating income (loss)......... (73) 1,484 1,029 1,051 492 1,690 458 2,432
Other income (loss), net........ 53 62 46 60 72 33 18 (16)
----------- --------- --------- ----------- ----------- --------- --------- -----------
Income (loss) before income
taxes......................... (20) 1,546 1,075 1,111 564 1,723 476 2,416
----------- --------- --------- ----------- ----------- --------- --------- -----------
Provision (benefit) for income
taxes......................... (8) 618 430 364 217 651 183 865
----------- --------- --------- ----------- ----------- --------- --------- -----------
Net income (loss)............... $ (12) $ 928 $ 645 $ 747 $ 347 $ 1,072 $ 293 $ 1,551
----------- --------- --------- ----------- ----------- --------- --------- -----------
Earnings per share.............. $ 0.00 $ 0.17 $ 0.11 $ 0.12 $ 0.06 $ 0.18 $ 0.04 $ 0.24
Weighted average common and
common share equivalents
outstanding................... 5,450 5,556 5,714 6,008 5,989 6,066 6,600 6,554
----------- --------- --------- ----------- ----------- --------- --------- -----------
----------- --------- --------- ----------- ----------- --------- --------- -----------
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations decreased to $2.5 million in fiscal 1997 from
$6.9 million in fiscal 1996 and $3.0 million in fiscal 1995. Cash provided by an
increase in earnings in fiscal 1997 was offset by an increase in trade accounts
receivable. Trade accounts receivable days sales outstanding were 95 days at
June 30, 1997 in comparison to 76 days and 97 days at June 30, 1996 and 1995,
respectively. For all three years presented, cash provided by operations was
used primarily to fund software development costs and to purchase computer
equipment. In 1997, cash provided by operations also was used in connection with
the Company's acquisition activities. Cash at June 30, 1997 decreased to $2.3
million from $6.8 million at June 30, 1996 and $4.5 million at June 30, 1995.

Working capital was $7.9 million at June 30, 1997 compared to $7.5 million
and $6.4 million at June 30, 1996 and 1995, respectively. The increase in
working capital in fiscal 1997 is primarily attributable to the increase in
trade accounts receivable resulting from the 44% revenue growth and increase in
days sales outstanding. The increase in working capital in fiscal 1996 was
primarily due to the increase in cash and cash equivalents as a result of
positive cash flow for the year. For both fiscal 1997 and fiscal 1996, the

20
<PAGE>
increase in current assets was partially offset by the increase in deferred
revenue due to the increased Symix customer base and renewed service contracts.

In addition to its present working capital, the Company has with a bank a
$6.0 million unsecured revolving line of credit that expires in fiscal 1999. As
of June 30, 1997, no amounts were drawn under the line of credit. The Company
anticipates that the proceeds of the offering together with cash on hand, cash
flow from operations and the bank line of credit will be sufficient to satisfy
expected cash needs for the next 12 months.

Symix has entered into a definitive agreement to acquire Pritsker, which
markets advanced planning and scheduling and simulation software to mid-market
manufacturers. Pursuant to this agreement, (i) Pritsker will be merged with and
into a wholly-owned subsidiary of the Company, (ii) each share of Pritsker
common stock will be converted into the right to receive 0.170108 Common Share
of the Company and (iii) each share of Pritsker preferred stock will be
converted into the right to receive $5.23 plus accrued and unpaid dividends.
Each unexercised option and warrant for Pritsker Common Stock will be assumed by
Symix and converted into the right to acquire that number of Common Shares of
the Company to which the holder would have been entitled if such holder
exercised the option or warrant immediately prior to the Merger. If approved by
the Pritsker shareholders, it is expected that the Merger will be consummated on
November 21, 1997. In connection with the Merger, it is currently estimated that
the Company will incur a nonrecurring charge of approximately $6.4 million
relating to the write-off of acquired in-process technology of Pritsker, which
will occur in the quarter in which the Merger is completed. See "Risk
Factors--Risks Related to Acquisitions" and the Pro Forma Condensed Consolidated
Financial Statements (Unaudited) as of June 30, 1997, starting on page F-35 in
this Prospectus.

21
<PAGE>
BUSINESS

The Company has more than 2,900 customer sites, which it services and
supports through a worldwide network of 20 offices in 14 countries.

INDUSTRY BACKGROUND

Manufacturers are increasingly subject to global competitive pressures. At
the same time, customer requirements are becoming increasingly complex.
Manufacturers must manage larger product portfolios, shorten product development
and delivery cycles, reduce inventory levels, respond to customers'
customization demands and implement complex multinational manufacturing and
distribution strategies. In response, manufacturers have turned to business
process reengineering and to ERP solutions to improve operational efficiency and
to manage resources across the enterprise. According to Advanced Manufacturing
Research, the worldwide ERP software marketplace will grow to approximately $9.6
billion in 1997

22
<PAGE>
from an estimated $7.2 billion in 1996. Market growth through the year 2000 is
estimated to exceed 30% per year.

Mid-market manufacturers are impacted by the increasingly dynamic and
competitive manufacturing environment and must address their needs for
functionality and flexibility with limited staff and technical and financial
resources. Such manufacturers require an affordable ERP system that incorporates
broad functionality, is easy to install and maintain and can be rapidly
deployed. The ERP system is the most important application system for the
mid-market manufacturer, but the operational efficiencies gained from a
traditional ERP system alone are no longer sufficient to maintain a competitive
advantage. Mid-market manufacturers' ability to synchronize individual customer
preferences with their production and planning systems will be critical to their
success.

As mid-market manufacturers expand their focus from the traditional ERP goal
of improving operational efficiency to the goal of identifying and assessing
customer needs and preferences and incorporating such information into the
resource planning decision, the requirements placed on their ERP systems will
increase. Mid-market manufacturers must evolve from a manufacturing-centric
business model that focuses solely on improving operational efficiency to a
customer-centric business model that incorporates customer needs into the order
fulfillment process.

THE SYMIX SOLUTION

Symix designs, develops, markets and supports a fully integrated
manufacturing, planning and financial software solution that addresses the ERP
requirements of mid-market manufacturers. Symix's CSRP approach creates a
competitive advantage for manufacturers by integrating all aspects of their
operations to satisfy customers' demands. The CSRP approach enhances and extends
ERP and integrates customers into manufacturers' core planning and delivery
processes by aligning customer requirements with manufacturers' sales,
marketing, engineering, manufacturing and customer service resources.

The Company combines its primary ERP system, SyteLine, with complementary
products to deliver CSRP solutions. Symix delivers a combination of technology,
functionality and services to enable manufacturers to implement rapidly a
solution that integrates customer needs and requirements into manufacturers'
business planning and execution systems. The Company believes its approach
results in enhanced customer relationships, increased productivity, improved
operating efficiency and lower total cost of ownership. The benefits to
manufacturers using the Symix solution include the following:

IMPROVED CUSTOMER RELATIONSHIPS. CSRP integrates customer requirements with
manufacturers' sales, marketing, engineering, manufacturing and customer service
information, resulting in more accurate planning and scheduling decisions, rapid
response times, better on-time deliveries, improved order fulfillment and
improved field service delivery, thereby providing greater customer
satisfaction.

REDUCED TOTAL COST OF OWNERSHIP. The Company's solutions are designed to
minimize the total cost of implementing, operating and maintaining ERP systems
and to maximize operating efficiency. Symix's software runs on standard hardware
platforms, providing users with the flexibility to leverage existing technology
systems and to optimize system configurations. The modular design of the
Company's software allows manufacturers to implement systems quickly and easily
and provides the flexibility to add additional functionality or change business
process models as customer needs and business requirements change.

23
<PAGE>
REDUCED TIME TO BENEFIT. The Company believes its ability to implement its
software solution rapidly and reduce manufacturers' time to benefit is a key
competitive advantage. The Company reduces implementation time in three ways.
First, Symix employs a structured implementation methodology that separates the
solution implementation process into distinct and manageable phases, ensuring
coordination throughout the implementation process. Second, the Company's
proprietary business process modeling tool enables customers to map the
appropriate systems and procedures necessary to increase the speed of the
deployment process. Third, Symix maintains strategic relationships with numerous
business partners, which enable the Company to provide a solution that addresses
manufacturers' software, hardware and MIS needs in an integrated fashion with
minimal customer disruption.

STRATEGY

The Company's objective is to be a leading provider of CSRP solutions to
mid-market discrete manufacturers. The key components of the Company's strategy
include:

EXPAND CSRP SOLUTIONS. The Company believes its CSRP approach affords
manufacturers unique competitive advantages by enabling them to drive business
processes with real-time customer information. Implementing a CSRP solution
increases product accuracy, decreases delivery times and improves operational
efficiency. More importantly, CSRP provides the infrastructure to create
customized solutions that improve customer satisfaction. The Company is
committed to continuing its CSRP approach.

STRENGTHEN MID-MARKET LEADERSHIP POSITION. The Company believes that it is
a leading provider of ERP solutions to mid-market manufacturers and that its
CSRP solutions strengthen its market position. The Company has more than 2,900
customer sites, which it services and supports through a worldwide network of 20
offices in 14 countries. The Company intends to leverage its technology and
customer base to enhance its leadership position in its targeted vertical
markets and to pursue new vertical markets in which it has expertise.

EMBRACE OPEN TECHNOLOGY. The Company's CSRP approach emphasizes the use of
open technology, which supports the integration of customer information into the
enterprise planning and development process. Open technology makes CSRP
practical. The Company's development efforts are focused on open
client/server-based solutions that use common communication protocols and common
interface standards to allow interoperability and the integration of
technologies and applications. The Company will continue to concentrate its
development resources on open platforms.

PURSUE STRATEGIC PARTNERSHIPS. The Company will continue to provide the
tools, techniques, methodologies and other elements required to simplify the
task of implementing and supporting software solutions. Symix intends to pursue
this strategy through alliances with industry leading partners and/or
acquisitions of new technology.

EXPAND MARKET PENETRATION THROUGH CONSULTING PARTNERS. The development of
existing and new partnerships with major regional accounting and consulting
firms is an important tool in the generation of sales leads for the Company.
Symix has formed alliances with consulting partners, including Arthur Andersen,
Deloitte & Touche and Grant Thornton, to promote the Company's products. The
Company believes that these and other new alliances will continue to provide
access to key decision makers in the Company's target markets.

PRODUCTS

Symix's ERP products are SyteLine and SYMIX Version 4.0. SyteLine is the
Company's client/server-based product that was rearchitected and developed from
SYMIX Version 4.0. SyteLine encompasses all of the functionality of SYMIX
Version 4.0 but also provides full client/server and graphical user interface
("GUI") features, multi-site capabilities and enhanced international financial
reporting. The preferred

24
<PAGE>
operating system for SyteLine is Windows NT, although it is compatible with
UNIX. In fiscal 1997, SyteLine accounted for a majority of the Company's
software license fee revenues.

SYMIX Version 4.0 targets manufacturers using stand-alone UNIX and Windows
NT operating systems who are not ready to implement a newer client/server
environment and international customers in countries where infrastructure issues
limit the ability to implement client/server systems. Symix will continue to
support and enhance SYMIX Version 4.0 for at least the next two fiscal years.
Although some of Symix's complementary products are not compatible with SYMIX
Version 4.0, the Company allows customers who are using SYMIX Version 4.0 and
prior versions and who are current on maintenance fee payments to upgrade to
SyteLine at no additional license fee charge. All complementary products are
compatible with SyteLine.

In addition to SyteLine and SYMIX Version 4.0, the Company offers
complementary software products, including SyteSelect, a rules-based order
configurator that enhances the speed and accuracy of complex order fulfillment;
SytePower, a data analysis tool that provides the capability to distill business
intelligence from data warehouses; SyteGuide, a business process modeling and
flow charting tool that enables quality systems implementation and ISO 9000
compliance; and SyteEDI, an electronic commerce software application designed to
deliver customer- and supplier-focused business-to-business communications
solutions. The Company also is in the process of developing SyteService, a field
service management software product that is integrated with SyteLine.
SyteService is based on Symix's stand-alone FieldPro product. FieldPro enables
field service organizations to schedule and dispatch field service technicians,
maintain warranty and service history and update purchasing and inventory
records. FieldPro is specifically targeted at high technology and office
equipment service organizations. In addition, the Company has entered into a
definitive agreement to acquire Pritsker, a world-wide provider of open
client/server manufacturing, planning and scheduling software and interactive
simulation software.

SyteLine and SYMIX Version 4.0 are written in PROGRESS, which provides
manufacturers with reporting and development tools that have significant
flexibility. The Company receives revenues from the resale of PROGRESS. Symix
also offers other PSC products, including PROGRESS 4GL tools and Relational
Database Management System ("RDBMS"). See "Risk Factors--Dependence on
PROGRESS."

25
<PAGE>
The following table shows the integration of Symix's products into its CSRP
solution:

[LOGO]

SYTELINE AND SYMIX VERSION 4.0. SyteLine and SYMIX Version 4.0 support
manufacturers' core business processes. The functional components of the
application packages include the following:

CUSTOMER SERVICE. Customer service applications enable manufacturers to
estimate, configure and accept orders accurately and rapidly. The estimating
capabilities help manufacturers standardize all customer quoting activity,
access such information on-line and generate reports for analysis and customer
reporting. Customer service applications enable manufacturers to perform
extensive pricing and sales analysis and to handle on-line most customer
inquiries such as product availability, order status, receivable status or
discounts.

PLANNING AND MATERIALS MANAGEMENT. Planning and materials management
applications enable manufacturers to plan capacity and material availability for
each manufacturing site, including conversion of customer orders into bills of
material and job routings, management of plant capacity to meet anticipated
demand while minimizing expedited orders, timely incorporation of changes from
customers and product engineers and inventory management to reduce carrying
costs while managing material availability for scheduled productions.

PRODUCTION MANAGEMENT. Production management applications enable
manufacturers to select three manufacturing production control methods to match
the level of control and diversity desired: work orders, production scheduling
and just-in-time production management. These three production environments can
be maintained simultaneously, providing a manufacturer with flexibility to mix
and match different production methods. For example, a manufacturer may select
production scheduling as the production method for the final assembly and
just-in-time production management for the subassemblies.

ENTERPRISE ADMINISTRATION. The enterprise administration financial
management tools are tightly integrated with production operations and capture
the required transactions in a form that supports

26
<PAGE>
flexible analysis across all business locations. The system provides various
costing alternatives, including work order costing and period-based costing, and
allows for actual and standard cost analysis. Through enhanced multi-currency
capabilities, the financial tools provide flexible consolidation modeling and
analysis for multinational manufacturers.

COMPLEMENTARY PRODUCTS. The Company sells complementary products that
expand the breadth of functionality of the Symix ERP products. These products
have been developed by Symix internally and in coordination with third party
software vendors.

SYTESELECT. SyteSelect is an interactive product configuration software
application that was specially designed for and integrated with SyteLine.
SyteSelect was developed in conjunction with Trilogy Development Group, a
provider of client/server sales and marketing software. SyteSelect provides
manufacturers with the ability to configure, estimate, order and price complex
products and services. Once the order and product are configured, the data is
sent to production where bills of material and job routing instructions are
automatically generated. SyteSelect is written in the C++ programming language
and operates in a Windows NT operating environment. SyteSelect was released in
September 1997.

SYTEPOWER. SytePower is a data analysis product utilizing Online Analytical
Processing tools from Cognos Corporation, an industry leader in business
intelligence software tools. SytePower is an interactive, graphical data access
and analysis solution that provides manufacturers a flexible, multi-dimensional
view of business and operating data stored in SyteLine and SYMIX Version 4.0.
SytePower was released in December 1996.

SYTEGUIDE. SyteGuide is a business process modeling tool that provides
custom enterprise modeling to speed SyteLine and SYMIX Version 4.0 deployment
and to provide a base for business process improvement initiatives such as ISO
9000. SyteGuide, which is comprised of a comprehensive set of implementation
focused programs, resources and tools, was released in June 1997.

SYTEEDI. SyteEDI is an electronic commerce software application product
that delivers customer and supplier focused business-to-business communication
solutions for SyteLine customers. SyteEDI was developed in conjunction with
Sterling Commerce, Inc., an industry leader in electronic commerce solutions.
SyteEDI is integrated with SyteLine and was released in September 1997.

SYTESERVICE. SyteService is a service management application software that
supports manufacturers' service businesses more efficiently and profitably
through manpower scheduling, contract management, remote field service
communications and inventory and purchasing tracking. SyteService is based on
the Company's stand-alone FieldPro product, which is scheduled to be integrated
with SyteLine during fiscal 1998. SyteService is written in the C++ programming
language and operates in a Windows NT operating environment.

FIELDPRO. FieldPro is a service management application software product
that supports the manufacturer's service business more efficiently and
profitably through manpower scheduling, contract management, remote field
service communications and inventory and purchasing tracking. FieldPro is
written in the C++ programming language, operates in a Windows NT environment
and utilizes the Microsoft SQL Server database. FieldPro was acquired by Symix
as a result of its acquisition of Visual Applications Software, Inc. in January
1997. FieldPro is marketed and sold under a separate and stand-alone business
unit within Symix, the CIT Division. The CIT Division focuses on selling
FieldPro to high technology and office equipment service operations. As of June
30, 1997, there were 21 employees in the CIT Division.

PRITSKER PRODUCTS. The Company has signed a definitive agreement to acquire
Pritsker, which markets two advanced planning and scheduling products,
OrderLinks and FACTOR, and simulation software. The Company intends to integrate
OrderLinks with SyteLine and to continue to sell each of Pritsker's products on
a stand-alone basis.

27
<PAGE>
ORDERLINKS. OrderLinks is an advanced planning and scheduling system that
develops realistic and synchronized production plans and schedules that
simultaneously consider the multiple constraints and limitations of the
production environment.

FACTOR. FACTOR is a finite capacity scheduling system designed to interface
with ERP and shop floor data collection systems.

SIMULATION. Simulation software allows managers and engineers to predict
the effects of recommended changes to manufacturing and other systems before
they are implemented. Pritsker's simulation products include FACTOR/AIM, a
manufacturing-oriented simulation system; AweSim, a general purpose simulation
system; and PACKAGING, a software product specifically designed to model and
evaluate high speed, high volume container filling and manufacturing systems.

OTHER PRODUCTS. Other products include Automated Data Collection and the
Computer Aided Design Interface, which interface with SyteLine and SYMIX Version
4.0. The Automated Data Collection interface incorporates bar code technology to
record movement of items from the plant floor, track receipt or shipment of
items, perform cycle counting and generate physical inventories. To assist
manufacturers using CAD, the Company offers its Computer Aided Design Interface,
which provides bi-directional import and export capabilities.

SERVICES AND SUPPORT

The Company offers a full range of services that allow its customers to
maximize the benefits of the Company's software products, including project
management, implementation, product education, technical consulting, programming
services, system integration and maintenance and support. The Company's services
are priced separately, and fees for its services generally are not included in
the price for its software product. Fees for maintenance and support services
generally are billed 12 months in advance while all remaining consulting,
education and programming services generally are billed as incurred.

The Company considers its ability to implement its software solution rapidly
a key competitive factor. The Company's professional services organization,
which employs approximately 80 consultants and managers, uses a structured
implementation methodology known as "RAPID FOCUS," which divides a customer's
implementation into distinct phases: planning and installation, education and
business system simulations, development of operating procedures, conversion
planning, end-user training and cutover and post implementation evaluation. The
Company offers both on-site and classroom training. Classroom training is
available in nine different Company facilities throughout the world.

In addition to the consultants employed directly by the Company, customers
can receive consulting services from the Company's approximately 40 business
partners. The Company also has actively established relationships with
consulting firms to provide additional support in project management,
implementation and system integration services for customers. The Company views
these relationships as an important source of future leads for prospective
customers.

Although the Company attempts to minimize customization of its software
products, the Company does provide professional programming services to modify
its software products to address specific customer requirements. These
modifications may include designing and programming complete applications or
integrating the Company's software products with legacy systems.

Maintenance and support services are available to all customers using an
active release of the Company's software products. Maintenance and support
services include product enhancements and updates, free upgrades to new
versions, telephone support during extended business hours, full-time emergency
support and access to the Company's customer support module on the Company's
home page on the Internet. The price for maintenance and support services is
based on a percentage of the list price of the Company's software product at the
time the license is purchased. Fees for maintenance and support

28
<PAGE>
services are billed 12 months in advance, and revenue is deferred and recognized
ratably over the term of the maintenance and support agreement.

SALES AND DISTRIBUTION

The Company currently licenses SyteLine and SYMIX Version 4.0 based on a
license fee for each concurrent session or concurrent execution of its software
products. The Company receives additional license fee revenue whenever a
customer increases the number of concurrent sessions, usually as a result of the
growth of the customer's business or expansion to other sites. Both SyteLine and
SYMIX Version 4.0 use an encrypted key that allows the customer to use only the
number of concurrent sessions for which the customer has received a license.

Sales leads are generated through a combination of in-house telemarketing,
leads from consulting partners, advertising, trade shows and direct calls by
sales staff. The Company sells its products and services through both a direct
sales force and approximately 40 business partners. The Company currently
maintains 20 sales and support offices worldwide: nine in North America, eight
in Asia Pacific and three in Europe. During the fiscal year ended June 30, 1997,
the Company's worldwide sales organization increased from 139 to 212 employees.
Symix's business partners in North America target the lower end of the mid-
market manufacturing sector while its business partners in Asia Pacific and
Europe are primarily responsible for a geographic region or country.

The operations of two former business partners in Australia and the
Netherlands were acquired by the Company in 1996 and converted to sales and
distribution subsidiaries. The Company also completed the acquisition of a
French company in 1996, which now is a sales and distribution subsidiary of the
Company. The French subsidiary currently has existing customers who use a French
localized version of a manufacturing software product that is no longer being
enhanced by the software vendor. The French subsidiary has full rights to this
localized product and currently realizes approximately $4.0 million in annual
revenue from services and support. The French subsidiary is targeting existing
and new customers with a localized version of SyteLine.

With new subsidiaries in France, Australia and the Netherlands, and with
continued growth in key areas such as Japan, China and Singapore, the Company
believes international sales will account for an increasing percentage of its
total sales over the next several years. The Company's foreign operations are
subject to certain risks and uncertainties. See "Risk Factors--International
Operations and Currency Fluctuations."

The amount of net revenue, operating income and identifiable assets
attributable to each of the Company's geographic areas for fiscal 1997 were as
follows:

<TABLE>
<CAPTION>
NORTH AMERICA ASIA/PACIFIC EUROPE
-------------- ----------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Net revenue............................................. $ 49,389 $ 8,259 $ 8,124
Operating income........................................ $ 4,035 $ 410 $ 627
Identifiable assets..................................... $ 32,531 $ 5,766 $ 5,955
</TABLE>

In addition to business partners and third party consultants, hardware
vendors continue to be an important source of sales leads. The Company has
entered into cooperative marketing programs with International Business Machines
Corporation and Data General Corporation and has informal marketing
relationships with other hardware vendors such as Hewlett-Packard Company,
Unisys Corporation and Digital Equipment Corporation. The Company has
responsibility for providing support for its software to its customers under
each agreement, and the various hardware vendors are responsible for their
products. See "Risk Factors--Reliance on Third Party Distribution Channels."

29
<PAGE>
PRODUCT DEVELOPMENT

Symix devotes a significant percentage of its resources to identifying
manufacturers' needs, developing new features and enhancements to existing
products and designing and developing new products. New products, updates and
enhancements are developed by the Company's internal development staff. The
Company's practice is to release updates and major enhancements on a regular
basis. The Company works closely with manufacturers and business partners to
improve and enhance its products.

Research and product development expenses, including amounts capitalized
were $8,759,000, $5,963,000 and $5,163,000 for the fiscal years ended June 30,
1997, 1996 and 1995, respectively. Capitalized software expenditures were
$3,100,000, $2,290,000, and $1,419,000 for the same respective periods and were
capitalized in accordance with the Statement of Financial Accounting Standards
No. 86. Amortization of capitalized software costs are included in cost of
revenue. The Company generally retains the right to remarket specific
modifications developed by its programming services group in or with future
product releases.

COMPETITION

The market for ERP software is intensely competitive, rapidly changing and
significantly affected by new product offerings and other market activities. The
Company has a large number of competitors that vary in size, computing
environments and overall product scope. Within its market, the primary
competition comes from independent software vendors in two distinct groups: (i)
large system developers who are moving into the Company's market, including
Baan, J.D. Edwards, Oracle, PeopleSoft and SAP, and (ii) traditional mid-market
competitors, including Data Works Corporation, Effective Management Systems,
Inc., Fourth Shift Corporation and QAD, Inc.

The Company believes that the most important considerations for potential
customers for its software products are product functionality, open systems and
client/server technology, ease of use and graphical interface, rapid
installations, competitive pricing, corporate reputation, reliability and
quality of technical support, documentation and education and size of installed
user base. The Company further believes that it competes favorably in these
areas. See "Risk Factors--Competition."

PROPRIETARY TECHNOLOGY

The Company's ability to compete is dependent in part upon its internally
developed, proprietary intellectual property. The Company regards its products
as proprietary trade secrets and confidential information. The Company relies
largely upon its license agreements with customers; distribution agreements with
distributors; and its own security systems, confidentiality procedures and
employee agreements to maintain the trade secrecy of its products. The Company
seeks to protect its programs, documentation and other written materials under
copyright law. In addition, SYMIX is a registered trademark and SyteLine,
SyteSelect, SytePower, SyteService, SyteGuide, FieldPro and SyteEDI are
trademarks of the Company. None of the Company's products is patented.

There can be no assurance that the Company's means of protecting its
proprietary rights in the United States or abroad will be adequate or that
competitors will not independently develop similar technology. In addition, the
laws of some foreign countries do not protect the Company's proprietary rights
as fully as do the laws of the United States. Preventing or detecting
unauthorized use of the Company's products is difficult. The Company also relies
on certain other technology which it licenses from third parties, including
software that is integrated with internally developed software and used in the
Company's products to perform key functions. See "Risk Factors--Limited
Protection of Proprietary Technology; Risks of Infringement; Use of Licensed
Technology."

30
<PAGE>
The Company has in the past and may in the future resell certain software
that it licenses from third parties and jointly develop software in which it
will have co-ownership or cross-licensing rights. See "Business--Products."

EMPLOYEES

As of June 30, 1997, the Company employed 488 persons, including 160 in
North American sales and service operations, 124 in development and support, 131
in international operations and 73 in marketing and administration. None of the
Company's employees is represented by a labor union. The Company has never
experienced a work stoppage and believes that its employee relations are good.

PROPERTIES

The Company's corporate headquarters and principal administrative, product
development, and sales and marketing operations are located in approximately
70,000 square feet of leased office space in Columbus, Ohio. The lease agreement
commenced in July 1991 and will expire on June 30, 2001. The lease agreement
provides for an annual base rent of approximately $1 million. Additionally, the
Company has 20 leased sales and support offices throughout the United States and
elsewhere.

LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims which arise in the
normal course of business. While the outcome of these matters cannot be
predicted with certainty, management does not believe the outcome of any of
these legal matters will have a material adverse effect on the Company's
business, financial condition or results of operations.

31
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information as to the directors and
executive officers of Symix:

<TABLE>
<CAPTION>
NAME AGE POSITIONS WITH THE COMPANY
- ---------------------------- --- ----------------------------------------------------------

<S> <C> <C>
Lawrence J. Fox............. 41 Chairman of the Board and Chief Executive Officer

Stephen A. Sasser........... 48 President, Chief Operating Officer and a Director

Stephen A. Yount............ 42 Vice President of Americas Sales and Service

Lawrence W. DeLeon.......... 42 Vice President, Chief Financial Officer and Secretary

Otto Offereins.............. 51 Vice President of Development and Support

Robert D. Williams.......... 42 Vice President of Human Resources

Catherine K. DeRosa......... 36 Vice President of Marketing

Jorge Lopez................. 42 Vice President of Development/Strategic Planning

Larry L. Liebert............ 52 Director

John T. Tait................ 49 Director

Duke W. Thomas.............. 60 Director

James A. Rutherford......... 51 Director
</TABLE>

Mr. Fox founded Symix in 1979 as a sole proprietorship. He has held his
present offices since Symix was incorporated in 1984. He also served as
Treasurer until 1989.

Mr. Sasser joined the Company in July 1995 as President and Chief Operating
Officer. He has served as a director of the Company since July 1995. From
October 1994 to June 1995, Mr. Sasser served as Vice President of International
Operations for Trilogy Development Group, a provider of client/server sales and
marketing software. From August 1992 to October 1994, Mr. Sasser was Group Vice
President of the Systems Management Division and Pacific Rim Operations of
Legent Corporation, a provider of systems management software products and
services ("Legent"). From April 1987 through its acquisition by Legent in 1992,
Mr. Sasser served as President of the Data Center Management Division of Goal
Systems International, Inc. ("Goal Systems"), which designed, developed, and
marketed systems management software products.

Stephen A. Yount joined the Company in May 1996 as Vice President of
America's Sales and Services. From 1995 to May 1996, he was Vice President of
Sales at Tyecin Systems, a provider of client-server manufacturing software for
the semi-contractor market. From 1993 to 1995, Mr. Yount served as Vice
President of Sales and Services at Neuron Data, a client-server application
development software company. From 1987 to 1993, he served in various senior
sales positions at Legent, including Regional Vice President of Sales, Vice
President of Sales and Director of Sales, Western Region.

Lawrence W. DeLeon joined Symix in August 1995 as Vice President, Chief
Financial Officer and Secretary. From 1991 to August 1995, Mr. DeLeon served in
various capacities at Legent, including Treasurer for Goal Systems, Europe Vice
President--Finance and Administration and Vice President-- Central Europe. From
1988 to 1991, Mr. DeLeon was Chief Financial Officer for Thunderbird Products
Corporation, a boat manufacturer.

Otto Offereins joined the Company in September 1995 as Vice President of
Development and Support. He was Vice President and General Manager of Client
Product Server Division of Legent from July 1994 to August 1995. From July 1992
to July 1994, Mr. Offereins served as Vice President of Support and Development
for the Systems Management Division of Legent. From March 1991 to July 1992, he

32
<PAGE>
served as Vice President of Development and Support--Research and Development
Division of Legent. Prior to March 1991, he was Executive Vice President of
Operations for Syntelligence Corporation, a software company specializing in
financial risk assessment.

Robert D. Williams joined the Company in September, 1995 as Vice President
of Human Resources. Prior to that time, he served as Director, Human
Resources/Associate Relations of Legent from August 1992 to August 1995. From
March 1990 to August 1992 he was Executive Director of Human Resources and
Administrative Services of Goal Systems.

Catherine K. DeRosa joined the Company as Director of Product Marketing in
August 1994. She has served the Company in the position of Vice President of
Marketing since January 1996. Prior to joining Symix and from 1992 to August
1994, Ms. DeRosa served as an independent consultant to several major technology
companies in the Silicon Valley. From 1989 to 1992, Ms. DeRosa served as a
Senior Consultant with Price Waterhouse, a major accounting and consulting firm.
She also has held a variety of positions with Micro Card Technologies, Inc., an
electronic components manufacturer and Texas Instruments Inc., a leader in
semi-conductors and electronics. Ms. DeRosa is a Certified Public Accountant and
received a masters in business administration degree from the Harvard Business
School.

Jorge Lopez joined the Company in November 1996 as Vice President of
Corporate Development/ Strategic Planning. From 1995 to November 1996, Mr. Lopez
served as Vice President of Marketing for Salesoft Inc., a provider of automated
sales and marketing software. From 1989 to 1995, Mr. Lopez served as Vice
President of Strategic Alliances for Avalon Software, Inc. an enterprise
resource planning software and services company. Prior to that time, Mr. Lopez
held various marketing and technical positions with International Business
Machines Corporation.

The executive officers of the Company are appointed by and serve at the
pleasure of the Symix Board of Directors. There are no arrangements or
understandings between any officer and any other person pursuant to which the
officer was so appointed.

Mr. Liebert has served as a director of the Company since 1993. He has been
the Chairman and Chief Executive Officer of L Corporation, a parent/holding
company for selected businesses in the wholesale, distribution and manufacturing
industries, since it was formed in 1990. From 1965 to 1987, Mr. Liebert held
various positions at Liebert Corporation, an international manufacturer and
distributor of computer support systems products, including President from 1981
to 1987 and Chairman of the Board from 1984 to 1987. In 1987, Liebert
Corporation was acquired by and became a subsidiary of Emerson Electric Company,
which designs, manufactures and sells a broad range of electrical and electronic
products and systems. Mr. Liebert served as an Emerson Group Vice President as
well as Chairman of Liebert Corporation until 1990.

Mr. Tait has served as a director of the Company since 1985. He has served
of counsel to the law firm of Enz & Sequin since 1995. From 1990 until 1995, Mr.
Tait served as the Managing General Partner of B.P.A. Consultants, an investment
partnership in Columbus, Ohio. From 1987 until 1990, he was a partner of F.M.G.,
a financial consulting firm. Prior thereto, Mr. Tait served as Secretary and
Treasurer of the Lowe Group, a financial services holding company.

Mr. Thomas has served as a director of the Company since 1988. He has been a
partner of Vorys, Sater, Seymour and Pease, a law firm based in Columbus, Ohio,
for more than five years. Mr. Thomas is also a director of The Ohio Bar
Liability Insurance Co.

Mr. Rutherford has served as a director of the Company since 1995. He
founded Wingset Inc., a private investment management corporation, and has
served as its President since 1992. He was Chairman of the Board from 1988 to
1991 and Chief Executive Officer from 1988 to 1990 of Goal Systems. Mr.
Rutherford is also a director of Ciber, Inc., a provider of information
technology consulting services.

33
<PAGE>
COMPENSATION OF DIRECTORS

For the fiscal year ended June 30, 1997, the compensation arrangement
between Symix and all directors who were not employees of Symix ("Outside
Directors") was as follows: $500 for each Board meeting attended; and $1,250 per
quarter. For the fiscal year ending June 30, 1998, it is anticipated that the
compensation arrangement between Symix and the Outside Directors will remain the
same. In addition, from time to time, the Outside Directors receive options to
acquire Common Shares under the Symix Systems, Inc. Stock Option Plan for
Outside Directors (the "Directors' Plan"). During the 1997 fiscal year, no
options were granted under the Directors' Plan. Employee directors did not in
fiscal year 1997, and will not in fiscal year 1998, receive any additional
compensation for serving as a director.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Symix Compensation Committee consisted during fiscal 1997 of Messrs.
Tait, Liebert, Rutherford and Thomas, who are all of the non-employee members of
the Symix Board of Directors. Mr. Thomas is a partner of the law firm of Vorys,
Sater, Seymour and Pease. Symix used during fiscal 1997, and anticipates that it
will continue to use, the services of such firm.

EXECUTIVE COMPENSATION

The following table shows, as to the Chief Executive Officer and the other
four most highly compensated executive officers of Symix whose salary plus bonus
exceeded $100,000 (collectively, the "Named Officers"), information concerning
compensation paid for services to Symix in all capacities during the fiscal year
ended June 30, 1997, as well as the total compensation paid to each such
individual for Symix's two previous fiscal years (if such person was the Chief
Executive Officer or an executive officer, as the case may be, during any part
of such fiscal years).

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(1) COMPENSATION($)
- -------------------------------------------------- ---- --------- -------- --------------- ---------- ---------------

<S> <C> <C> <C> <C> <C> <C>
Lawrence J. Fox................................... 1997 $ 275,000 None $48,791(2) None $33,029(3)
Chairman and CEO 1996 256,661 None 44,972(4) None 32,165(5)
1995 241,500 None N/A 80,000 31,019(6)

Stephen A. Sasser................................. 1997 $ 225,427 $174,500 N/A None $ 5,682(7)
President and COO 1996 220,000 180,000 N/A 540,000(8) 1,833(9)

Stephen A. Yount.................................. 1997 $ 150,000 $ 76,271 $23,122(10) None $13,840(11)
Vice President of Americas Sales and Services

Lawrence W. DeLeon................................ 1997 $ 133,333 $ 91,000 N/A 20,000(12) $ 4,950(9)
Vice President, CFO and Secretary 1996 105,573 69,360 N/A 80,000(13) 1,833(9)

Otto Offereins.................................... 1997 $ 130,833 $ 69,190 N/A None $ 3,277(9)
Vice President-- Development and Support 1996 102,865 58,060 N/A 80,000(13) 1,819(9)
</TABLE>

- ------------------------

(1) Adjusted to reflect the two-for-one stock split effective September 10,
1996.

(2) Includes reimbursement of $17,052 for estimated taxes relating to
compensation received by the named officer during fiscal year 1997, payment
for automobile allowance for 11 months during fiscal year 1997 and club
dues.

34
<PAGE>
(3) Includes $28,000 paid for the premiums on split term life insurance on the
named officer and Symix's matching contribution to the 401(k) Profit Sharing
Plan of $5,029.

(4) Includes reimbursement of $13,331 for estimated taxes relating to
compensation received by the named officer during fiscal years 1996 and
1995, payment for automobile allowance for 16 months during fiscal years
1996 and 1995 and club dues.

(5) Includes $28,000 paid for the premiums on split term life insurance on the
named officer and Symix's matching contribution to the 401(k) Profit Sharing
Plan of $4,165.

(6) Includes $28,000 paid for premium on split term life insurance on the named
officer and Symix's matching contribution to the 401(k) Profit Sharing Plan
of $3,019.

(7) Includes $2,130 paid for the premiums on term life insurance on the named
officer and Symix's matching contribution to the 401(k) Profit Sharing Plan
of $3,552.

(8) Includes 400,000 Common Shares covered by an option granted in January,
1996, and 140,000 Common Shares covered by an option granted in July, 1996,
as compensation for services rendered in fiscal year ended June 30, 1996 and
the achievement of certain financial performance objectives.

(9) Represents Symix's matching contribution to the 401(k) Profit Sharing Plan
for the named officer.

(10) Includes reimbursement of $8,081 for estimated taxes relating to
compensation received by the named officer during fiscal year 1997, payment
for relocation and club dues.

(11) Includes a reduction of $12,500 to the principal balance outstanding on a
loan made by Symix to the named officer, and Symix's matching contribution
of $1,340 to the 401(k) Profit Sharing Plan for the named officer.

(12) Includes 20,000 Common Shares covered by an option granted in July, 1997
for services rendered in fiscal year ended June 30, 1997 and the achievement
of certain financial performance objectives.

(13) Includes 20,000 Common Shares covered by an option granted in July, 1996
for services rendered in fiscal year ended June 30, 1996 and the achievement
of certain financial performance objectives.

EMPLOYMENT AGREEMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

Symix has an employment agreement dated July 5, 1995 with Stephen A. Sasser,
President and Chief Operating Officer of Symix (the "Agreement"). The initial
term of the Agreement extends to July 5, 1999. However, the Agreement provides
for automatic renewal for one additional year each July 4 thereafter unless
prior notice of non-renewal is given by Symix to Mr. Sasser at least 150 days,
or by Mr. Sasser to Symix at least 120 days, before the expiration of the
initial term or any extended term. Under the Agreement, Mr. Sasser agrees to
serve as President and Chief Operating Officer of Symix. He further agrees to
serve as a director of Symix and as an officer and/or director of any of Symix's
subsidiaries if elected as such.

The Agreement was amended by the parties in April, 1997 to provide for an
annual base salary of not less than $242,000 and additional compensation
pursuant to a bonus plan approved by the Compensation Committee of the Symix
Board of Directors (with an annual target bonus opportunity of $174,500 for
fiscal 1997 and $158,000 during the remaining term of the Agreement). Mr. Sasser
met the target bonus opportunity of $174,500 for fiscal 1997.

If Mr. Sasser's employment with Symix is terminated as the result of his
death or disability (as defined in the Agreement), or by Symix for cause (as
defined in the Agreement), then he will be entitled to receive his base salary
through the date of termination and bonus compensation as provided for under the
Agreement on a pro rata basis to the extent that Symix has achieved certain
annual targets and objectives. In the event of termination of Mr. Sasser's
employment by Symix other than for cause or disability (in each case, as defined
in the Agreement) or by Mr. Sasser within one year after a "change in control"
of Symix (as defined in the Agreement), in addition to the prorated base salary
and bonus compensation previously

35
<PAGE>
described, Mr. Sasser will be entitled to receive an amount equal to his annual
base salary, plus an amount equal to the highest bonus earned by him under the
terms of the Agreement for any fiscal year prior to the date of termination, and
other specified benefits. The Agreement also provides for the grant of two
separate options covering 400,000 and 140,000 Common Shares, respectively, to
Mr. Sasser as additional consideration. An option for 400,000 Common Shares was
granted to Mr. Sasser effective in January, 1996. An option for an additional
140,000 Common Shares was granted to Mr. Sasser in July, 1996 pursuant to the
terms of the Agreement.

Under the Agreement, if any of the compensation or other benefits paid to
Mr. Sasser upon termination of his employment by Symix without cause, or upon
termination of his employment by Mr. Sasser within a year after a change in
control of Symix, result in additional tax to him under Section 4999 of the
Internal Revenue Code, then Symix is required to make an additional payment to
him so as to provide Mr. Sasser with the benefits he would have received in the
absence of such tax.

The Agreement also requires Symix to maintain a policy of insurance on Mr.
Sasser's life in the amount of $1 million, the proceeds of which policy to be
payable upon his death to beneficiaries designated by Mr. Sasser or to his
estate if no such designation is made.

Symix has agreed to give at least six months prior notice of termination to
Lawrence W. DeLeon in the event his termination occurs within a year after a
change in control of Symix and, during such one-year period, Mr. DeLeon does not
retain positions with Symix which are the same or comparable to those held by
him prior to such change in control.

In addition, awards of stock options to Symix employees, including the named
executive officers, generally will vest upon a change in control of Symix (as
defined in Symix employee stock option agreements).

STOCK OPTION GRANTS AND EXERCISES

The following table sets forth certain information with respect to stock
options awarded during fiscal year 1997 to executive officers named in the
Summary Compensation Table. These option grants are also reflected in the
Summary Compensation Table. In accordance with Commission rules, the
hypothetical realizable values for each option grant are shown based on compound
annual rates of stock price appreciation of 5% and 10% from the grant date to
the expiration date. The assumed rates of appreciation are prescribed by the
Commission and are for illustration purposes only; they are not intended to
predict future stock prices, which will depend upon market conditions and
Symix's future performance and prospects.

STOCK OPTIONS GRANTED IN FISCAL YEAR 1997

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
# OF SECURITIES % OF TOTAL OPTIONS EXERCISE ORIGINAL OPTION TERM
UNDERLYING GRANTED TO EMPLOYEES PRICE EXPIRATION ----------------------
NAME OPTIONS GRANTED IN FISCAL 1997 ($/SHARE)(1) DATE 5%($) 10%($)
- -------------------------------------- --------------- --------------------- ------------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Lawrence J. Fox....................... 0 N/A N/A N/A N/A N/A
Stephen A. Sasser..................... 140,000 38.7% $ 7.595 7/25/06 $ 668,704 $ 1,694,626
Stephen A. Yount...................... N/A N/A N/A N/A N/A N/A
Lawrence W. DeLeon.................... 20,000(2) 5.5% $ 7.595 7/25/06 $ 95,529 $ 242,090
Otto Offereins........................ 20,000 5.5% $ 7.595 7/25/06 $ 95,529 $ 242,090
</TABLE>

- --------------------------

(1) Represents the market price of the Common Shares on the date of grant.

(2) Does not include 20,000 Common Shares covered by an option granted in July
1997 for services rendered in fiscal year ended June 30, 1997 and the
achievement of certain financial performance objectives. The option expires
on July 28, 2007 and has an exercise price of $13 15/16 per Common Share.

36
<PAGE>
Options granted to Symix executive officers vest and become exercisable in
increments of 25% on each anniversary of the grant date, provided the executive
officer continues in the employ of Symix, and provided further that, upon the
occurrence of certain change in control events (defined in the Symix stock
option agreements) all such options will become fully vested.

The following table shows the number of all vested (exercisable) and
unvested (not yet exercisable) stock options held by each executive officer
named in the Summary Compensation Table at the end of fiscal year 1997, and the
value of all such options that were "in the money" (i.e. the market price of the
Shares covered by the options was greater than the exercise price of the
options) at the end of fiscal year 1997.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
TOTAL NUMBER OF SHARES
UNDERLYING UNEXERCISED
OPTIONS HELD AT FISCAL
NUMBER OF SHARES ACQUIRED YEAR END (#)
ON EXERCISE VALUE REALIZED -------------------------
NAME (#) ($) EXERCISABLE/UNEXERCISABLE
- ----------------------------------- ------------------------- --------------- -------------------------
<S> <C> <C> <C>
Lawrence J. Fox.................... 0 0 128,000/60,000
Stephen A. Sasser.................. 0 0 100,000/440,000
Stephen A. Yount................... 0 0 25,000/75,000
Lawrence W. DeLeon................. 0 0 15,000/65,000
Otto Offereins..................... 0 0 15,000/65,000

<CAPTION>
TOTAL VALUE OF
UNEXERCISED IN-THE-MONEY
OPTIONS HELD AT FISCAL
YEAR END ($)
-------------------------
NAME EXERCISABLE/UNEXERCISABLE
- ----------------------------------- -------------------------
<S> <C>
Lawrence J. Fox.................... $864,400/$404,900
Stephen A. Sasser.................. $768,700/$2,852,800
Stephen A. Yount................... $107,000/$321,000
Lawrence W. DeLeon................. $91,875/$353,725
Otto Offereins..................... $91,875/$353,725
</TABLE>

CERTAIN TRANSACTIONS

Pursuant to an offer letter dated May 6, 1996, Symix made a loan of $100,000
(the "Loan") to Stephen A. Yount, Vice President of Americas Sales and Services
at Symix, in February, 1997. Interest is payable on the Loan at the rate of 5%
per annum. The Loan is secured by a second mortgage in favor of Symix on real
property located in Franklin County, Ohio. The Loan is required to be paid in
full no later than October 1, 2000, provided that, the principal amount of the
Loan will be reduced cumulatively by increments of $12,500 on June 30 of each
fiscal year from 1997 to 2000 for which Mr. Yount meets or exceeds 75% of the
annual sales quota for new license revenue for Symix products assigned to him
for such fiscal year. The principal amount of the Loan will be reduced to
$50,000 immediately in the event Mr. Yount's employment with Symix and its
subsidiaries is terminated by Symix and such subsidiaries. Mr. Yount exceeded
75% of his annual sales quota for new license revenue for fiscal year 1997.

37
<PAGE>
PRINCIPAL AND SELLING SHAREHOLDERS

The following table below sets forth information concerning the beneficial
ownership of the Company's Common Shares as of November 3, 1997, and as adjusted
to reflect the sale of shares offered hereby, for the following: (i) each person
or entity known by the Company to own beneficially more than five percent of the
Company's outstanding Common Shares (a "5% Shareholder"); (ii) each of the
Company's current directors; (iii) each of the Named Officers; (iv) all
executive officers and directors of the Company as a group; and (v) each Selling
Shareholder. Unless otherwise noted, each 5% Shareholder can be reached at the
principal offices of the Company.

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED BEING BENEFICIAL OWNERSHIP
PRIOR TO OFFERING(1) OFFERED AFTER OFFERING
---------------------- ----------- ----------------------
NUMBER OF NUMBER OF NUMBER OF
NAME SHARES % SHARES SHARES %
- --------------------------------------------------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
DIRECTORS, NAMED OFFICERS AND 5% SHAREHOLDERS:
Lawrence J. Fox.................................. 2,274,798(2) 38.84 30,925 2,243,873(2) 29.52
John Tait........................................ 15,000(3) * -- 15,000(3) *
Duke W. Thomas................................... 40,638(4) * -- 40,638(9) *
Larry L. Liebert................................. 20,000(4) * -- 20,000(4) *
James A. Rutherford.............................. 105,000(5) 1.79 50,000 55,000(5) *
Stephen A. Sasser................................ 251,000(6) 4.29 -- 251,000(6) 3.22
Lawrence W. DeLeon............................... 44,000(7) * -- 44,000(7) *
Otto Offereins................................... 35,000(7) * -- 35,000(7) *
Stephen A. Yount................................. 25,000(8) * -- 25,000(8) *
Kennedy Capital Management, Inc.................. 539,400(9) 9.21 -- 539,400(9) 7.14
Roundwood Capital L.P............................ 365,000(10) 6.23 365,000(10) -- 4.83
Danaher Corporation.............................. 119,075(11) 2.02 119,075 -- --
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (12
PERSONS)......................................... 2,830,436(12) 48.32 80,925 2,749,511 36.18

OTHER SELLING SHAREHOLDERS:
</TABLE>

- ------------------------

* Represents less than 1% of the outstanding Common Shares of the Company.

(1) Each beneficial owner has sole voting and investment power with respect to
the Common Shares listed, except as otherwise noted. The number of Common
Shares has been adjusted to reflect the two-for-one share split effective
September 10, 1996.

(2) Includes 148,000 Common Shares subject to options exercisable within 60
days, 1,999,024 Common Shares held directly by Mr. Fox and 127,774 Common
Shares as to which Mr. Fox has shared voting and investment power with his
wife.

(3) Includes 15,000 Common Shares subject to options exercisable within 60
days.

(4) Includes 20,000 Common Shares subject to options exercisable within 60
days.

(5) Does not include 365,000 Common Shares held by Roundwood Capital L.P., of
which Mr. Rutherford is a limited partner. Includes 20,000 Common Shares
subject to options exercisable within 60 days.

(6) Includes 235,000 Common Shares subject to options exercisable within 60
days.

(7) Includes 35,000 Common Shares subject to options exercisable within 60
days.

(8) Includes 25,000 Common Shares subject to options exercisable within 60
days.

(9) As of September 19, 1997, based on information provided to the Company by
Kennedy Capital Management, Inc. Kennedy Capital Management, Inc. is located
at 425 North Ballas Road, #158, St. Louis, Missouri 63141.

(10) Based on information provided to the Company by Roundwood Capital L.P.,
25800 Science Park, Cleveland, Ohio 44122.

(11) Shares to be acquired in the Merger.

(12) Includes 569,000 Common Shares subject to options exercisable within 60
days.

38
<PAGE>
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 June 30, 1997,
there were approximately 5,856,000 Common Shares outstanding. No preferred
shares are currently outstanding. The outstanding Common Shares are, and the
shares to be issued in the offering will be, fully paid and nonassessable.

Holders of Common Shares and preferred 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 its earnings for
use in its business and to pay no cash dividends in the foreseeable future. See
"Price Range of Common Shares and Dividend Policy."

Under Ohio law and the Company's Amended Articles, the affirmative vote of
the holders of shares entitled to exercise at least two-thirds ( 2/3) of the
voting power 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 of 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 Amended Articles authorize the Board of Directors to issue preferred
shares from time to time in one or more series. 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 the dividend or distribution
rights, the dates of 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. There are no present plans to issue any
preferred shares.

TRANSFER AGENT

The transfer agent for the Common Shares is Fifth Third Bank, N.A.,
Cincinnati, Ohio.

PROTECTION AGAINST NON-NEGOTIATED TAKEOVERS

Section 1701.831 of the OGCL 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

39
<PAGE>
the corporation, unless the articles or code of regulations of the corporation
otherwise provide. The Amended Articles of Symix provide that Section 1701.831
of the OGCL does not apply to control share acquisitions of Symix. In addition,
Chapter 1704 of the OGCL generally prohibits a wide range of business
combinations and transactions between or involving an issuing public corporation
that is a reporting company under the Exchange Act and a person who, alone or
with others, beneficially owns ten percent of 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. Symix's Amended Articles provide
that Chapter 1704 of OGCL does not apply to Symix.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial numbers of Common Shares, or the prospect of such
sales, could adversely affect the market price of the Common Shares and the
Company's ability to raise needed capital in the capital markets at a time and
price favorable to the Company. Upon completion of the offering and the Merger,
and based upon the number of shares outstanding as of September 30, 1997, the
Company will have approximately 8.0 million Common Shares outstanding, all of
which will be eligible for sale in the public market following the Merger,
except for (i) Common Shares held or subsequently purchased by affiliates of the
Company, which are eligible for resale subject to Rule 144 promulgated under the
Securities Act, and (ii) approximately 398,328 shares issued in the Merger to
affiliates of Pritsker, which are eligible for resale subject to the limitations
of Rule 145 promulgated under the Securities Act.

40
<PAGE>
UNDERWRITERS

Under the terms and subject to the conditions in the Underwriting Agreement
dated the date of this Prospectus (the "Underwriting Agreement"), the Company
and the Selling Shareholders have agreed to sell 1,700,000 and 200,000 shares,
respectively, of the Company's Common Shares and the Underwriters named below
have severally agreed to purchase from the Company and the Selling Shareholders
the respective number of Common Shares set forth opposite the names of such
Underwriters below:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- --------------------------------------------------------------------------------- ----------
<S> <C>
Morgan Stanley & Co. Incorporated................................................
Dain Bosworth Incorporated.......................................................
Nesbitt Burns Securities Inc.....................................................

----------
Total........................................................................ 1,900,000
----------
----------
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Common Shares offered hereby
are subject to the approval of certain legal matters by their counsel and to
certain other conditions. The Underwriters are obligated to take and pay for all
the Common Shares offered hereby (other than those covered by the over-allotment
option described below) if any such shares are taken.

The Underwriters initially propose to offer part of the Common Shares
directly to the public at the public offering price set forth on the cover page
hereof and part to certain dealers at a price which represents a concession not
in excess of $ a share under the public offering price. Any Underwriter may
allow, and such dealers may reallow, a concession not in excess of $ a
share to other Underwriters or to certain other dealers. After the initial
offering of the Common Shares, the offering price and other selling terms may
from time to time be varied by the Underwriters.

The Company has granted the Underwriters an option, exercisable for 30 days
from the date of the Prospectus, to purchase up to 285,000 additional Common
Shares at the public offering price set forth on the cover page hereof, less
underwriting discounts and commissions. The Underwriters may exercise such
option to purchase solely for the purpose of covering over-allotments, if any,
made in connection with the offering of the Common Shares offered hereby. To the
extent such option is exercised, each Underwriter will become obligated, subject
to certain conditions, to purchase approximately the same percentage of such
additional shares as the number set forth next to such Underwriter's name in the
preceding table bears to the total number of Common Shares offered by the
Underwriters hereby.

The Company, certain of the Company's executive officers and directors and
certain other existing stockholders have agreed that, without the prior written
consent of Morgan Stanley & Co. Incorporated, they will not (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any Common Shares or
any securities convertible into or exercisable or exchangeable for Common Shares
or (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Common
Shares, whether any such transaction described in clause (i) or (ii) above is to
be settled by delivery of Common Shares or such other securities, in cash or
otherwise, for a period of 90 days after the date of the Prospectus.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the Act.

41
<PAGE>
The Underwriters and dealers may engage in passive market making
transactions in the Common Stock in accordance with Rule 103 of Regulation M
promulgated by the Securities and Exchange Commission. In general, a passive
market maker may not bid for, or purchase, the Common Shares at a price that
exceeds the highest independent bid. In addition, the net daily purchases made
by any passive market maker generally may not exceed 30% of its average daily
trading volume in the Common Shares during a specified two month prior period,
or 200 shares, whichever is greater. A passive market maker must identify
passive market making bids as such on the Nasdaq electronic inter-dealer
reporting system. Passive market making may stabilize or maintain the market
price of the Common Shares above independent market levels. Underwriters and
dealers are not required to engage in passive market making and may end passive
market making activities at any time.

In order to facilitate the offering of the Common Shares, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Shares. Specifically, the Underwriters may overallot in
connection with the offering, creating a short position in the Common Shares for
their own account. In addition, to cover overallotments or to stabilize the
price of the Common Shares, the Underwriters may bid for, and purchase, Common
Shares in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing the
Common Shares in the offering, if the syndicate repurchases previously
distributed Common Stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Common Shares above independent market
levels. The Underwriters are not required to engage in these activities, and may
end any of these activities at any time.

LEGAL MATTERS

The validity of the issuance of the Common Shares will be passed upon by
Vorys, Sater, Seymour and Pease, Columbus, Ohio and certain legal matters will
be passed upon for the Underwriters by Davis Polk & Wardwell, New York, New
York. As of October 20, 1997, members of Vorys, Sater, Seymour and Pease
beneficially owned an aggregate of 144,739 Common Shares. Duke W. Thomas, a
member of Vorys, Sater, Seymour and Pease, is a director of the Company.

EXPERTS

The consolidated financial statements of Symix Systems, Inc., as of June 30,
1997 and 1996, and for each of the three years in the period ended June 30,
1997, appearing in this Prospectus and Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

The financial statements of Pritsker Corporation for the fiscal years ended
December 31, 1996 and December 31, 1995, included herein and in the Registration
Statement have been audited by Crowe Chizek and Company LLP, independent
auditors, as set forth in their report with respect thereto and are included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

ADDITIONAL 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"). Reports, proxy statements
and other information filed by Symix with the Commission may be inspected and
copied at the offices of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and copies of such
materials may also be

42
<PAGE>
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission also
maintains an Internet web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission. The address of that site is: http://www.sec.gov. In addition,
Symix Common Shares are included in the Nasdaq National Market and reports,
proxy statements and other information concerning Symix are available for
inspection at the office of the National Association of Securities Dealers,
Inc., at 1735 K Street, Washington, D.C. 20006.

Symix has filed with the Commission a Registration Statement on Form S-1
(together with any amendments thereto, the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Common Shares offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules filed therewith, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to Symix and the Symix Common Shares offered thereby, reference is
hereby made to the Registration Statement and to the financial statements,
exhibits and schedules filed therewith. The Registration Statement, including
the exhibits thereto, may be inspected without charge at the principal office of
the Commission in Washington, D.C., and copies of all or part thereof may be
obtained from such office upon the payment of the prescribed fees. Statements
contained in this Prospectus regarding the contents of any contract or other
document referred to herein are not necessarily complete and, in each instance
where reference is made to a contract or other document that has been filed as
an exhibit to the Registration Statement, each such statement is qualified in
all respects by the contents of the contract or document filed as an exhibit.

43
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
I. SYMIX SYSTEMS, INC................................................................................. F-2
Report of Independent Auditors..................................................................... F-3
Consolidated Statements of Operations--Years ended June 30, 1997, 1996, and 1995................... F-4
Consolidated Balance Sheets--June 30, 1997 and 1996................................................ F-5
Consolidated Statements of Shareholders' Equity--Years ended June 30, 1997, 1996, and 1995......... F-6
Consolidated Statements of Cash Flows--Years ended June 30, 1997, 1996, and 1995................... F-7
Notes to Consolidated Financial Statements--June 30, 1997.......................................... F-8

II. PRITSKER CORPORATION............................................................................... F-17
Report of Independent Auditors..................................................................... F-18
Statements of Operations--Years ended December 31, 1996 and 1995................................... F-19
Balance Sheets--December 31, 1996 and 1995......................................................... F-20
Statements of Changes in Stockholders' Equity--Years ended December 31, 1996 and 1995.............. F-21
Statements of Cash Flows--Years ended December 31, 1996 and 1995................................... F-22
Notes to Financial Statements...................................................................... F-23

III. PRITSKER CORPORATION............................................................................... F-30
Statements of Operations (Unaudited)--Six months ended June 30, 1997 and 1996...................... F-31
Balance Sheet (Unaudited)--June 30, 1997........................................................... F-32
Statements of Cash Flows (Unaudited)--Six Months ended June 30, 1997 and 1996...................... F-33
Notes to Financial Statements...................................................................... F-34

IV. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).................................. F-35
Pro Forma Consolidated Balance Sheet (Unaudited)--June 30, 1997.................................... F-36
Pro Forma Consolidated Statement of Income (Unaudited)--Year ended June 30, 1997................... F-37
Notes to Pro Forma Condensed Consolidated Financial Statements..................................... F-38
</TABLE>

F-1
<PAGE>
SYMIX SYSTEMS, INC.
FINANCIAL STATEMENTS

F-2
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
Symix Systems, Inc.

We have audited the accompanying consolidated balance sheets of Symix
Systems, Inc. and Subsidiaries as of June 30, 1997 and 1996, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years in the period ended June 30, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Symix Systems,
Inc. and Subsidiaries at June 30, 1997 and 1996, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended June 30, 1997, in conformity with generally accepted accounting
principles.

Ernst & Young LLP

Columbus, Ohio
July 25, 1997

F-3
<PAGE>
SYMIX SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED JUNE 30,

<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
License fees............................................................... $ 36,477 $ 24,682 $ 24,677
Service, maintenance and support........................................... 29,295 21,077 18,151
----------- ----------- -----------
Net revenue.............................................................. 65,772 45,759 42,828
License fees............................................................... 9,721 6,840 6,845
Service, maintenance and support........................................... 12,719 8,838 8,037
----------- ----------- -----------
Cost of revenue.......................................................... 22,440 15,678 14,882
----------- ----------- -----------
Gross margin............................................................. 43,332 30,081 27,946
Selling, general, and administrative....................................... 32,601 22,411 25,564
Research and product development........................................... 5,659 3,673 3,744
Restructuring and other unusual charges--Note G............................ -- 506 --
----------- ----------- -----------
Total operating expenses................................................. 38,260 26,590 29,308
----------- ----------- -----------
Operating income (loss).................................................. 5,072 3,491 (1,362)
Other income, net.......................................................... 107 221 314
----------- ----------- -----------
Income (loss) before income taxes........................................ 5,179 3,712 (1,048)
Provision (benefit) for income taxes--Note F............................... 1,916 1,404 (410)
----------- ----------- -----------
Net Income (loss)........................................................ $ 3,263 $ 2,308 $ (638)
----------- ----------- -----------
----------- ----------- -----------
Earnings (loss) per share.................................................. $ 0.52 $ 0.40 $ (0.12)
----------- ----------- -----------
----------- ----------- -----------
Weighted average number of common and common equivalent shares
outstanding.............................................................. 6,302 5,706 5,424
----------- ----------- -----------
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE>
SYMIX SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JUNE 30, 1997 JUNE 30, 1996
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................................... $ 2,332 $ 6,774
Trade accounts receivable, less allowance for doubtful accounts of $702
in 1997 and $450 in 1996........................................................ 21,689 11,429
Inventories....................................................................... 356 312
Prepaid expenses.................................................................. 1,162 522
Other receivables................................................................. 300 117
Deferred income taxes--Note F..................................................... 311 230
------------- -------------
Total current assets.............................................................. 26,150 19,384
------------- -------------
Other assets:
Capitalized software, net of accumulated amortization of $6,106 in 1997 and $4,311
in 1996......................................................................... 6,551 4,660
Deferred income taxes--Note F..................................................... 171 1,004
Intangibles, net.................................................................. 4,779 --
Deposits and other assets......................................................... 877 472
------------- -------------
12,378 6,136
------------- -------------
Equipment and improvements:
Furniture and fixtures............................................................ 2,436 2,294
Computer and other equipment...................................................... 10,423 8,078
Leasehold improvements............................................................ 1,288 1,187
------------- -------------
14,147 11,559
Less allowance for depreciation and amortization.................................. 8,423 6,616
------------- -------------
5,724 4,943
------------- -------------
Total assets........................................................................ $ 44,252 $ 30,463
------------- -------------
------------- -------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses--Note H..................................... $ 7,423 $ 5,163
Customer deposits................................................................. 307 242
Deferred revenue.................................................................. 9,685 5,786
Income tax payable................................................................ 63 518
Current portion of long-term obligations--Note K.................................. 775 --
Current portion of lease obligations.............................................. -- 137
------------- -------------
Total current liabilities......................................................... 18,253 11,846
Long-term obligations--Note K....................................................... 530 --
Deferred income taxes--Note F....................................................... 2,108 1,515
Shareholders' equity--Note C
Common stock, authorized 20,000 shares; issued 6,160 shares at June 30, 1997, and
5,826 shares at June 30, 1996, respectively; at stated capital amounts of $.01
per share....................................................................... 62 58
Preferred stock, authorized 1,000 shares; none issued and outstanding............. -- --
Convertible preferred stock of subsidiary--Note I................................. 1,031 --
Capital in excess of stated value................................................. 13,291 10,985
Retained earnings................................................................. 10,853 7,590
Cumulative translation adjustment................................................. (556) (211)
------------- -------------
24,681 18,422
Less: Common stock in treasury: 304 shares in 1997 and 1996, at cost.............. 1,320 1,320
------------- -------------
Total shareholders' equity........................................................ 23,361 17,102
------------- -------------
Total liabilities and shareholders' equity........................................ $ 44,252 $ 30,463
------------- -------------
------------- -------------
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE>
SYMIX SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
CONVERTIBLE PREFERRED
COMMON STOCK STOCK CAPITAL IN CUMULATIVE
------------------------ ------------------------ EXCESS OF RETAINED TRANSLATION
SHARES AMOUNT SHARES AMOUNT STATED VALUE EARNINGS ADJUSTMENT
----------- ----------- ----------- ----------- ------------- ----------- -------------
(IN THOUSANDS)

<S> <C> <C> <C> <C> <C> <C> <C>
Balances at June 30, 1994........... 5,630 $ 56 $ 10,384 $ 5,920 $ (166)
Issuance of shares on exercise of
stock options..................... 120 2 88
Tax benefit on stock options
exercised......................... 142
Purchase of treasury stock..........
Equity adjustment from foreign
currency translation.............. 40
Net (loss).......................... (638)
----- --- --- ----------- ------------- ----------- -----
Balances at June 30, 1995........... 5,750 58 10,614 5,282 (126)
Issuance of shares on exercise of
stock options..................... 76 306
Tax benefit on stock options
exercised......................... 65
Equity adjustment from foreign
currency translation.............. (85)
Net income.......................... 2,308
----- --- --- ----------- ------------- ----------- -----
Balances at June 30, 1996........... 5,826 58 10,985 7,590 (211)
Issuance of shares on exercise of
stock options..................... 182 2 662
Tax benefit on stock options
exercised......................... 322
Equity adjustment from foreign
currency translation.............. (345)
Issuance of convertible preferred
shares of subsidiary.............. 250 $ 2,062
Exercise of convertible preferred
shares of subsidiary.............. 125 1 (125) (1,031) 1,030
Issuance of shares for employee
stock purchase plan............... 27 1 142
Compensatory portion of stock
options granted................... 150
Net income.......................... 3,263
----- --- --- ----------- ------------- ----------- -----
Balances at June 30, 1997........... 6,160 $ 62 125 $ 1,031 $ 13,291 $ 10,853 $ (556)
----- --- --- ----------- ------------- ----------- -----
----- --- --- ----------- ------------- ----------- -----

TREASURY
STOCK
-----------

<S> <C>
Balances at June 30, 1994........... $ (553)
Issuance of shares on exercise of
stock options.....................
Tax benefit on stock options
exercised.........................
Purchase of treasury stock.......... (767)
Equity adjustment from foreign
currency translation..............
Net (loss)..........................
-----------
Balances at June 30, 1995........... (1,320)
Issuance of shares on exercise of
stock options.....................
Tax benefit on stock options
exercised.........................
Equity adjustment from foreign
currency translation..............
Net income..........................
-----------
Balances at June 30, 1996........... (1,320)
Issuance of shares on exercise of
stock options.....................
Tax benefit on stock options
exercised.........................
Equity adjustment from foreign
currency translation..............
Issuance of convertible preferred
shares of subsidiary..............
Exercise of convertible preferred
shares of subsidiary..............
Issuance of shares for employee
stock purchase plan...............
Compensatory portion of stock
options granted...................
Net income..........................
-----------
Balances at June 30, 1997........... $ (1,320)
-----------
-----------
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE>
SYMIX SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------------------
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS)

<S> <C> <C> <C>
Operating Activities:
Net income (loss)................................................................. $ 3,263 $ 2,308 $ 638
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation, amortization and write down of intangible assets.................. 4,593 3,064 2,755
Provision for losses (recoveries) on accounts receivable........................ 261 (100) 50
Provision for deferred income taxes............................................. 1,417 433 (390)
Changes in operating assets and liabilities:
Trade accounts receivable..................................................... (9,151) (467) (1,986)
Prepaid expenses and other receivables........................................ (474) (190) 97
Inventories................................................................... (45) (40) 40
Deposits and other assets..................................................... (611) 80 (112)
Accounts payable and accrued expenses......................................... 157 1,255 865
Customer deposits............................................................. 57 (428) 70
Deferred revenues............................................................. 3,216 215 1,810
Income taxes payable/refundable............................................... (165) 755 406
--------- --------- ---------
Net cash provided by operating activities................................... 2,518 6,885 2,967
--------- --------- ---------
Investing Activities:
Net purchases of equipment and improvements....................................... (2,649) (1,463) (2,519)
Additions to purchased and capitalized software................................... (3,637) (3,290) (1,573)
Purchase of subsidiaries, net of cash acquired.................................... (1,191) -- --
--------- --------- ---------
Net cash used by investing activities....................................... (7,477) (4,753) (4,092)
--------- --------- ---------
Financing Activities:
Proceeds from issuance of shares on exercise of stock options..................... 806 371 89
Principal payments on long-term obligations....................................... (151) (197) (224)
Purchases of treasury stock....................................................... -- -- (767)
--------- --------- ---------
Net cash provided by (used by) financing activities......................... 655 174 (902)
--------- --------- ---------
Effect of exchange rate changes on cash........................................... (138) (30) (5)
Net increase (decrease) in cash................................................... (4,442) 2,276 (2,032)
Cash and cash equivalents at beginning of period.................................. 6,774 4,498 6,530
--------- --------- ---------
Cash and cash equivalents at end of period.................................. $ 2,332 $ 6,774 $ 4,498
--------- --------- ---------
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:
Interest........................................................................ $ 8 $ 49 $ 49
Income taxes (net of refunds)................................................... 639 189 (499)
--------- --------- ---------
</TABLE>

See notes to consolidated financial statements.

F-7
<PAGE>
SYMIX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A--SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The accompanying financial statements include
the accounts of Symix Systems, Inc., and its wholly owned subsidiaries and its
proportionate share of a joint venture, after elimination of intercompany
accounts and transactions.

Organization: Symix Systems, Inc. designs, develops, markets and supports a
fully integrated manufacturing, planning and financial software system. The
software was developed for make-to-order and mixed-mode production
manufacturers. Among the key industries which use the Symix applications are
industrial equipment, fabricated metals, electronics, furniture/fixtures and
container packaging.

Founded in 1979, Symix is headquartered in Columbus, Ohio, employing more
than 485 people, with direct sales and support offices in the Americas, Europe,
and Asia Pacific.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Revenue Recognition: Revenue for all periods presented are accounted for in
accordance with AICPA Statement of Position 91-1, "Software Revenue
Recognition." Revenue is derived principally from the sale of internally
produced software products and short-term maintenance and support agreements
from software sales. Revenue from software license fees is generally recognized
upon shipment of product to the customer. Revenue from maintenance and support
agreements is billed periodically, deferred, and recognized ratably over the
life of the agreements. Revenue from consulting, education, and other services
is recognized as the services are provided.

The Company establishes allowances to provide for uncollectible trade
receivables and anticipated adjustments to amounts previously billed.

Capitalized Software: Capitalized software is stated at the lower of cost or
net realizable value. The Company capitalizes the cost of purchased software and
the qualifying internal cost of developing its software products in accordance
with Statement of Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased or Otherwise Marketed."
Capitalized software costs are amortized by the straight-line method using
estimated useful lives of three years. Amortization expense was $1,795,000,
$1,161,000 and $874,000 for the years ended June 30, 1997, 1996 and 1995,
respectively.

Inventories: Inventories consist primarily of software-related products that
are held for resale. The Company values inventory at the lower of cost or
market. Cost is determined using the specific identification method.

Equipment and Improvements: Equipment and improvements are stated on the
basis of cost. Provisions for depreciation and amortization are computed by the
straight-line method over the estimated lives of the related assets.
Depreciation expense was $1,952,000, $1,895,000 and $1,600,000 for the years
ended June 30, 1997, 1996 and 1995, respectively.

Foreign Operations: The Company's international operations constitute 25%
and 13% of consolidated net revenue, and 26% (Europe 13% and Asia Pacific 13%),
and 14% of consolidated identifiable assets as of and for the years ended June
30, 1997 and 1996, respectively.

F-8
<PAGE>
SYMIX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE A--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Foreign Currency Translation: Assets and liabilities of foreign subsidiaries
are translated into U.S. dollars at year-end rates of exchange. Revenues and
expenses are translated at the average exchange rates for the periods and
capital accounts have been translated using historic rates. The resulting
translation adjustments are recorded as an adjustment to shareholders' equity.

Income Taxes: The Company accounts for income taxes under the liability
method pursuant to Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS 109). Under the liability method, deferred
tax assets and liabilities are determined based on differences between the
financial reporting and tax basis of assets and liabilities using the enacted
tax rates and laws that will be in effect when the differences are expected to
reverse.

Earnings Per Share: Earnings per share is computed using the weighted
average number of common shares outstanding during each period plus dilutive
common stock equivalents (stock options) using the treasury stock method. Fully
diluted earnings per share have not been presented as the differences are
insignificant. In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share" (SFAS 128). SFAS 128 is effective for
periods ending after December 15, 1997. Until that time, the Company is required
to continue calculating earnings per share (EPS) in accordance with Accounting
Principles Board Opinion No. 15. Note J to the Consolidated Financial Statements
is provided for informational purposes and displays the Company's earnings per
share data as calculated under the provisions of SFAS 128.

Stock-based Compensation: The Company accounts for stock compensation
arrangements in accordance with APB opinion No. 25, "Accounting for Stock Issued
to Employees." The pro forma information regarding net income and earnings per
share as required by Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS No. 123) is disclosed in "Note
C--Common Stock and Stock Options".

Preferred Stock: The Company's Articles of Incorporation authorize 1,000,000
shares of preferred stock at no par value. The Board of Directors will determine
the rights and preferences of these shares. Presently, no preferred shares are
issued and outstanding.

Cash and Cash Equivalents: The Company considers all demand deposits and
highly liquid investments with a maturity of three months or less as cash
equivalents.

Reclassification: Certain reclassifications have been made to conform to the
1997 presentation.

Intangible Assets: Intangible assets consist principally of goodwill and
other intangible assets resulting from acquisitions accounted for using the
purchase method of accounting. The intangible assets are amortized using the
straight-line method over five years. The accumulated amortization of intangible
assets relating to acquired businesses was $608,000 at June 30, 1997.

NOTE B--LEASES

The Company has entered into certain operating lease agreements for the
rental of office facilities and computer equipment. The facility leases provide
for annual rentals which are subject to escalation for increased operating
costs.

Amounts expensed under all operating lease agreements were: $2,702,000,
$1,884,000 and $1,735,000 for the years ended June 30, 1997, 1996 and 1995,
respectively.

F-9
<PAGE>
SYMIX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE B--LEASES (CONTINUED)
The following is a schedule of future minimum lease payments required under
the operating leases that have initial or remaining noncancelable lease terms in
excess of one year as of June 30, 1997:

<TABLE>
<CAPTION>
FISCAL YEARS
- ------------------------------------------------------------------------------ OPERATING
LEASES
---------------
(IN THOUSANDS)
<S> <C>
1998.......................................................................... $ 1,902
1999.......................................................................... 1,740
2000.......................................................................... 1,470
2001.......................................................................... 1,245
2002.......................................................................... --
------
Total minimum payments........................................................ $ 6,357
------
------
</TABLE>

NOTE C--COMMON STOCK AND STOCK OPTIONS

On July 8, 1996, shareholder approval was obtained to amend the Company's
Amended Articles of Incorporation to increase its authorized shares from
6,000,000 to 21,000,000, of which 20,000,000 are common shares and 1,000,000 are
preferred shares.

On August 27, 1996 the Board of Directors approved a 2-for-1 share split,
effected in the form of a share distribution of one share for each share
outstanding, effective on a September 10, 1996 record date. All share data and
references to Symix common stock have been retroactively restated to reflect the
increased number of Symix common shares outstanding.

The Company has a non-qualified stock option plan ("the Plan") that provides
for the granting of options to officers and other key employees for shares of
common stock at purchase prices of not less than the fair market value on the
date of the grant as determined by the Board of Directors. The maximum number of
common shares which may be optioned under the Plan was 2,653,070 as of June 30,
1997. Options under the Plan generally vest over periods of up to four years and
must be exercised within ten years of the date of grant.

The Company also has a non-qualified stock option plan for Key Executives
("Key Executives Plan"). A total of 400,000 shares of common stock are
designated for issuance under the Key Executives Plan. The Compensation
Committee of the Board of Directors is authorized to set the price and terms and
conditions of the options granted under the Key Executives Plan. Options under
the Key Executives Plan must be exercised within ten years of the date of the
grant.

The Company also has a Stock Option Plan for Outside Directors ("Outside
Directors Plan"). The Outside Directors Plan provides for the issuance of
options for 20,000 shares of stock to each Outside Director upon his/her
election to the Board of Directors. A total of 200,000 shares of common stock
may be issued under the Outside Directors Plan. Options under the Outside
Directors Plan vest immediately and must be exercised within ten years of the
date of grant.

Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, which also requires that the information be determined
as if the Company has accounted for its employee stock options granted
subsequent to December 31, 1994 under the fair value method of that Statement.
The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 1997 and 1996: risk-free interest rate of 6.50%;

F-10
<PAGE>
SYMIX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE C--COMMON STOCK AND STOCK OPTIONS (CONTINUED)
no dividend yield; volatility factor of the Company's common stock of 0.4; and a
weighted-average expected life of each option of 6 years.

If the Company had elected to recognize compensation cost based on the fair
value of options at the grant date as prescribed by SFAS No. 123, the following
displays what reported net income and per share amounts would have been:

<TABLE>
<CAPTION>
PRO FORMA
YEAR ENDED JUNE 30,
--------------------
1997 1996
--------- ---------
(IN THOUSANDS,
EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net income.............................................................. $ 2,848 $ 2,035
Net income per share.................................................... $ 0.45 $ 0.36
</TABLE>

The pro forma financial effects of applying SFAS No. 123 may not be
representative of the pro forma effects on reported results of operations for
future years.

Information with respect to options granted under the three Plans is as
follows:

<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE
NUMBER OF PRICE
SHARES PER SHARE
---------- -----------
<S> <C> <C>
Outstanding at June 30, 1994.......................................... 805,936 $ 4.95
Granted............................................................... 262,000 4.95
Cancelled............................................................. (189,104) 4.99
Exercised............................................................. (119,844) 4.98
---------- -----
Outstanding at June 30, 1995.......................................... 758,988 4.92
Granted............................................................... 813,000 4.82
Cancelled............................................................. (176,438) 4.79
Exercised............................................................. (77,648) 6.18
---------- -----
Outstanding at June 30, 1996.......................................... 1,317,902 4.72
Granted............................................................... 361,750 7.89
Cancelled............................................................. (20,000) 5.42
Exercised............................................................. (181,902) 3.44
---------- -----
Outstanding at June 30, 1997.......................................... 1,477,750 $ 5.61
</TABLE>

The weighted-average fair value of options granted during the year ended
June 30, 1997 and 1996 was $2.78 and $2.37, respectively. The weighted-average
remaining contractual life of those options is 8 years. At June 30, 1997,
options for 476,000 shares were exercisable, and 662,246 shares remained
available for grant.

F-11
<PAGE>
SYMIX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE D--EMPLOYEE BENEFIT PLANS

The Company has a 401(k) plan that covers substantially all employees over
21 years of age. The Company contributes to the plan based upon employee
contributions and may make additional contributions at the discretion of the
Board of Directors. The Company made contributions to this plan of approximately
$287,000, $196,000 and $188,000 for the years ended June 30, 1997, 1996 and
1995, respectively.

The Company has an employee stock purchase plan that is in accordance with
Section 23 of the Internal Revenue Code whereby participants are eligible to
purchase common shares of the Company during the plan year. The purchase price
for a common share is determined by the Compensation Committee prior to the
effective date. The price may not be less than 90% of the closing price per
share of the Company's common shares on the NASDAQ National Market System, or
any national stock exchange, on either the effective date or the option date,
whichever is the lesser. Substantially, all employees are eligible to
participate.

NOTE E--LINE OF CREDIT

In May, 1996 the Company negotiated with a bank a $6.0 million unsecured
revolving line of credit that expires in fiscal year 1999, convertible to a five
year term loan at any time on or before October 31, 1999. As of June 30, 1997,
there were no borrowings on the line of credit.

NOTE F--INCOME TAXES

SFAS 109 requires recognition of deferred tax liabilities and assets for the
expected future consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the difference between the financial statement
and tax basis of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse.

For the years ended June 30, 1997, 1996 and 1995, domestic operations
contributed approximately $525,000, $4.0 million and $184,000 to pre-tax
earnings, respectively, while foreign affiliates generated income (losses) of
$4.6 million, ($348,000), and ($1.2 million) for the same periods.

F-12
<PAGE>
SYMIX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE F--INCOME TAXES (CONTINUED)
Income taxes are summarized as follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------------------
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal......................................................... $ (336) $ 772 $ (136)
State and local................................................. (80) 149 4
Foreign......................................................... 1,919 242 73
--------- --------- ---------
1,503 1,163 (59)
Deferred:
Federal......................................................... 444 473 127
State and local................................................. 68 73 14
Foreign......................................................... (99) (305) (492)
--------- --------- ---------
413 241 (351)
--------- --------- ---------
$ 1,916 $ 1,404 $ (410)
--------- --------- ---------
--------- --------- ---------
</TABLE>

During the years ended June 30, 1997, 1996 and 1995 the Company recorded a
tax benefit of approximately $322,000, $65,000 and $142,000, respectively, in
connection with the exercise of stock options. The benefit, which was due to the
difference in the fair market value and the exercise price of the options at the
date of exercise, was recorded as an increase in capital in excess of stated
value.

The sources of significant timing differences which give rise to deferred
taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------------------
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Depreciation/amortization............................................. $ 539 $ 338 $ 105
Allowance for doubtful accounts....................................... (21) 39 (20)
Adjustments for accruals.............................................. (21) 74 (29)
Leases................................................................ 54 77 88
Losses related to investment in foreign affiliates.................... (99) (305) (492)
Other, net............................................................ (39) 18 (3)
--------- --------- ---------
$ 413 $ 241 $ (351)
--------- --------- ---------
--------- --------- ---------
</TABLE>

F-13
<PAGE>
SYMIX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE F--INCOME TAXES (CONTINUED)
Significant components of the Company's deferred tax assets and liabilities
as of June 30, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
JUNE 30,
--------------
1997 1996
------ ------
(IN THOUSANDS)
<S> <C> <C>
Current deferred tax assets:
Allowance for doubtful accounts............................................... $ 198 $ 177
Customer deposits............................................................. -- 3
Accrued liabilities........................................................... 113 50
------ ------
Total current deferred tax assets............................................. $ 311 $ 230
------ ------
Long-term deferred tax assets:
Foreign losses................................................................ $ 171 $1,004
------ ------
Total long-term deferred tax assets........................................... $ 171 $1,004
------ ------
Long-term deferred tax liabilities:
Capitalized software.......................................................... $1,935 $1,347
Capitalized leases............................................................ 425 371
------ ------
Total long-term deferred tax liabilities...................................... 2,360 1,718
Long-term deferred tax assets:
Book over tax depreciation.................................................... 252 201
Accrued liabilities........................................................... -- 2
------ ------
Total long-term deferred tax assets........................................... 252 203
------ ------
Net long-term deferred tax liabilities...................................... $2,108 $1,515
------ ------
------ ------
</TABLE>

The long-term deferred tax assets pertaining to foreign losses are net
operating loss carryforwards for certain foreign subsidiaries which the Company
believes will be utilized in future tax periods.

The Company's effective tax rate differs from the statutory U.S. federal
income tax rate as follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
----------------------------------
1997 1996 1995
--------- --------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Federal income tax statutory rate.................................... 34% 34% (34)%
State and local income taxes net of federal tax benefit.............. 0 4 1
Foreign operations taxed at rates different from U.S. federal
statutory rate..................................................... 5 1 (4)
Other................................................................ (2) (1) (2)
--
--- ---
37% 38% (39)%
--
--
--- ---
--- ---
</TABLE>

F-14
<PAGE>
SYMIX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE G--RESTRUCTURING AND OTHER UNUSUAL CHARGES

During the first quarter of fiscal 1996, the Company incurred restructuring
and other non-recurring charges of $506,000 consisting primarily of severance
payments related to operational changes and costs associated with reorganizing
the European sales channel.

NOTE H--ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses are summarized as follows:

<TABLE>
<CAPTION>
JUNE 30,
--------------------
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Accounts payable........................................................... $ 2,437 $ 2,065
Accrued commissions & bonus................................................ 1,416 1,455
Third party payables....................................................... 1,395 525
Other...................................................................... 2,175 1,118
--------- ---------
$ 7,423 $ 5,163
--------- ---------
--------- ---------
</TABLE>

NOTE I--ACQUISITIONS

On July 1, 1996 the Company acquired the net assets of Synchrony
Manufacturing Systems, Pty. Limited (Synchrony), its former distributor in
Australia, for approximately $220,000 which is payable in twenty-four equal
installments over two years. The acquisition was accounted for using purchase
accounting with results included since the date of acquisition. Acquisition
costs exceeded the fair value of the net assets acquired by approximately
$451,000 which is being amortized over five years.

On August 8, 1996 the Company acquired all of the outstanding stock of RDD,
the parent company of GSI Industrie ("GSI"), a French manufacturing software
specialist, from its shareholders for approximately $1.8 million, of which
$944,000 was paid in cash at closing. The remaining balance is payable in three
equal annual installments beginning August 1997. In addition, if GSI's
cumulative financial results for the first three years are profitable, a payment
is to be made equal to a percentage of cumulative software sales, not to exceed
approximately $1.4 million. The contingent payment is due October 15, 1999 and
will be recorded at the end of the third fiscal year once it has been determined
that the conditions have been met. The acquisition was accounted for using
purchase accounting with results included since the date of acquisition.
Acquisition costs exceeded the fair value of the net assets acquired by
approximately $1.9 million which is being amortized over five years.

On January 9, 1997 the Company acquired an Ontario, Canada corporation
called Visual Applications Software, Inc. ("VAS") for $1.0 million (Canadian) in
cash, and 250,000 Class A Preference Shares (the "Class A Shares") and 500,000
Class B Preference Shares (the "Class B Shares") of a subsidiary of the Company.
The Class B Shares are redeemable by the holder for $1.00 (Canadian) per share.
In connection with the acquisition, the Company also entered into a Share
Exchange Agreement with the former stockholders of VAS which provides for a one
for one exchange of the Class A Shares for common shares of the Company. VAS
designs and markets a field service software product. The acquisition was
accounted for using purchase accounting with results included since the date of
acquisition. Acquisition costs exceeded the fair value of the net assets
acquired by approximately $3.2 million which is being amortized over five years.

F-15
<PAGE>
SYMIX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE J--EARNINGS (LOSS) PER SHARE

The following is provided for informational purposes and displays the
Company's earnings per share data as calculated under the provisions of the
Financial Accounting Standards Board Statement No. 128, "Earnings Per Share":

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Basic earnings (loss) per share..................................... $ 0.56 $ 0.42 $ (0.12)
Diluted earnings (loss) per share................................... $ 0.52 $ 0.40 $ (0.12)
</TABLE>

NOTE K--LONG-TERM OBLIGATIONS

Long-term obligations consist of the following:

<TABLE>
<CAPTION>
JUNE 30,
--------------------
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
GSI acquisition note payable............................................... $ 835 --
Synchrony acquisition note payable......................................... 113 --
Redeemable Class B Preference shares....................................... 357 --
--------- ---------
1,305 --
Less current portion....................................................... 775 --
--------- ---------
Long-term obligations...................................................... $ 530 --
--------- ---------
--------- ---------
</TABLE>

The GSI and VAS acquisition note and redemption of preferred shares are
secured by letters of credit.

The long-term obligations represent two equal payments related to the GSI
acquisition which are due on August 8, 1998 and 1999.

NOTE L--SUBSEQUENT EVENT (UNAUDITED)

On October 2, 1997, the Company signed a definitive agreement to acquire
Pritsker Corporation, a world-wide provider of open client/server manufacturing
and scheduling software and interactive, design-oriented simulation software. In
connection with the acquisition, it is estimated that Symix will issue
approximately 484,000 shares of common stock valued at approximately $8.7
million, redeem Pritsker preferred stock valued at $550,000, exchange Symix
options for Pritsker options valued at approximately $460,000 and assume
liabilities of $1,540,000. In connection with the acquisition, it is estimated
that the Company will incur a nonrecurring charge of approximately $6.4 million
relating to immediate write-off of acquired in-process technology of Pritsker.

F-16
<PAGE>
PRITSKER CORPORATION

FINANCIAL STATEMENTS

F-17
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors

Pritsker Corporation

Indianapolis, Indiana

We have audited the accompanying balance sheets of Pritsker Corporation as
of December 31, 1996 and 1995, and the related statements of operations, changes
in stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Pritsker Corporation as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

Crowe, Chizek and Company LLP

Indianapolis, Indiana
March 28, 1997

F-18
<PAGE>
PRITSKER CORPORATION

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Revenue............................................................................... $ 4,135,000 $ 4,169,000
Operating expenses
Cost of revenues.................................................................... 1,228,000 1,112,000
Sales and marketing................................................................. 1,438,000 1,793,000
Research and development............................................................ 664,000 783,000
General and administrative.......................................................... 599,000 557,000
------------ ------------
3,929,000 4,245,000
------------ ------------
Income/(loss) from operations......................................................... 206,000 (76,000)
Other income (expense)
Interest expense.................................................................... (86,000) (112,000)
Gain/(loss) on disposal of property and equipment................................... 3,000 (1,000)
------------ ------------
(83,000) (113,000)
------------ ------------
Income/(loss) before income taxes..................................................... 123,000 (189,000)
Income tax expense(Note 3)............................................................ 38,000 70,000
------------ ------------
Net income/(loss) before dividends on preferred stock................................. $ 85,000 $ (259,000)
Dividends on preferred stock.......................................................... 52,000 52,000
------------ ------------
Net income (loss) applicable to common shares......................................... $ 33,000 $ (311,000)
------------ ------------
------------ ------------
Earnings (loss) per share............................................................. $ .01 $ (.13)
------------ ------------
------------ ------------
Weighted average number of common and common share equivalents outstanding............ 2,366,978 2,366,734
------------ ------------
------------ ------------
</TABLE>

See accompanying notes to financial statements.

F-19
<PAGE>
PRITSKER CORPORATION

BALANCE SHEETS
DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
Current assets
Cash................................................................................ $ 24,000 $ 31,000
Accounts receivable, less allowance for doubtful accounts of $0 (1996)
and $1,000 (1995) (Note 4)........................................................ 1,164,000 1,158,000
Other current assets................................................................ 191,000 194,000
------------ ------------
Total current assets.............................................................. 1,379,000 1,383,000

Investments (Note 1).................................................................. 19,000 19,000
Property and equipment, net (Notes 1 and 4)........................................... 227,000 250,000

Other assets
Capitalized software costs, net (Note 1)............................................ 1,859,000 1,962,000
Other............................................................................... 50,000 58,000
------------ ------------
$ 3,534,000 $ 3,672,000
------------ ------------
------------ ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Short-term debt (Note 4)............................................................ $ 625,000 $ 350,000
Accounts payable.................................................................... 251,000 276,000
Current maturities of long-term debt (Note 5)....................................... -- 190,000
Accrued compensation................................................................ 222,000 308,000
Other accrued liabilities........................................................... 109,000 78,000
Deferred income..................................................................... 23,000 66,000
Deferred lease offset (Note 7)...................................................... 75,000 75,000
------------ ------------
Total current liabilities......................................................... 1,305,000 1,343,000

Long-term debt (Note 5)............................................................... 176,000 234,000
Deferred lease offset (Note 7)........................................................ 55,000 130,000
------------ ------------
Total liabilities................................................................. 1,536,000 1,707,000
------------ ------------

Redeemable preferred stock, no par value.............................................. 700,000 700,000
------------ ------------

Stockholders' equity (Note 2)
Common stock, no par value.......................................................... 1,055,000 1,055,000
Retained earnings................................................................... 269,000 236,000
------------ ------------
1,324,000 1,291,000
Less - treasury stock............................................................. (26,000) (26,000)
------------ ------------
1,298,000 1,265,000
------------ ------------
$ 3,534,000 $ 3,672,000
------------ ------------
------------ ------------
</TABLE>

See accompanying notes to financial statements.

F-20
<PAGE>
PRITSKER CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
TREASURY STOCK
COMMON STOCK (AT COST)
------------------------ -------------------- RETAINED
SHARES AMOUNT SHARES AMOUNT EARNINGS
---------- ------------ --------- --------- -----------
<S> <C> <C> <C> <C> <C>
BALANCES, JANUARY 1, 1995............................ 2,366,734 $ 1,055,000 20,366 $ 21,000 $ 547,000
Payment of preferred stock dividends................. (52,000)
Purchase treasury stock.............................. 34,560 5,000
Net loss............................................. (259,000)
---------- ------------ --------- --------- -----------
BALANCES, DECEMBER 31, 1995.......................... 2,366,734 1,055,000 54,926 26,000 236,000
Stock options exercised.............................. 488
Payment of preferred stock dividends................. (52,000)
Net income........................................... 85,000
---------- ------------ --------- --------- -----------
BALANCES, DECEMBER 31, 1996.......................... 2,367,222 $ 1,055,000 54,926 $ 26,000 $ 269,000
---------- ------------ --------- --------- -----------
---------- ------------ --------- --------- -----------
</TABLE>

See accompanying notes to financial statements.

F-21
<PAGE>
PRITSKER CORPORATION

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss)..................................................................... $ 85,000 $ (259,000)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization....................................................... 731,000 732,000
(Gain)/loss on disposal of property, building and equipment......................... (3,000) 1,000
Deferred lease offset............................................................... (75,000) (74,000)
Change in assets and liabilities
Accounts receivable............................................................... (6,000) 319,000
Other assets...................................................................... 3,000 2,000
Accounts payable.................................................................. (51,000) 91,000
Accrued compensation.............................................................. (86,000) (45,000)
Other liabilities................................................................. (12,000) (4,000)
----------- -----------
Net cash from operating activities.............................................. 586,000 763,000
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, building and equipment and investment................. 3,000 25,000
Capitalized software costs............................................................ (535,000) (260,000)
Property and equipment expenditures................................................... (62,000) (88,000)
----------- -----------
Net cash from investing activities.............................................. (594,000) (323,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt.................................................. (248,000) (319,000)
Net change in short-term debt......................................................... 275,000 (50,000)
Treasury stock purchase............................................................... -- (5,000)
Dividends on preferred stock.......................................................... (26,000) (52,000)
----------- -----------
Net cash from financing activities.............................................. 1,000 (426,000)
----------- -----------
Net change in cash...................................................................... (7,000) 14,000
Cash at beginning of year............................................................... 31,000 17,000
----------- -----------
CASH AT END OF YEAR..................................................................... $ 24,000 $ 31,000
----------- -----------
----------- -----------
Supplemental disclosures of cash flow information
Cash paid during the year for interest................................................ $ 87,000 $ 108,000
Cash paid during the year for taxes................................................... $ 38,000 $ 70,000
</TABLE>

See accompanying notes to financial statements.

F-22
<PAGE>
PRITSKER CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1995

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY: The Company, founded in 1973, designs, produces and
markets simulation and scheduling based decision support software products and
provides consulting services to customers throughout the world.

REVENUE RECOGNITION: The Company recognizes revenue from the granting of
licenses to use its propriety computer software systems upon shipment of the
system to the end user. The Company has no obligation under the licensing
agreements after delivery. Revenue derived from providing consulting services is
recognized as earned under the percentage-of-completion method. Renewal revenues
are recognized as earned based on the anniversary date of the contract.

INCOME TAXES: Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities represent the future tax return consequences of those differences,
which will either be taxable or deductible when the assets and liabilities are
recovered or settled, at enacted tax rates. A valuation allowance is recorded,
if necessary, to reduce deferred tax assets to the amount considered more likely
than not to be realizable.

SOFTWARE PRODUCTION COSTS: The Company capitalizes certain software
development costs in accordance with Statement of Financial Accounting Standards
No. 86.

Amortization of capitalized software costs is based upon straight-line
amortization over the remaining estimated economic life of the product not to
exceed five years.

Capitalized software costs amounted to $535,000 and $260,000 during 1996 and
1995, respectively. Amortization of capitalized software costs during 1996 and
1995 was $638,000 and $568,000, respectively and is included in research and
development in the statements of operations. Accumulated amortization of
capitalized software development costs at December 31, 1996 and 1995 was
$4,249,000 and $3,611,000, respectively.

All other research and development costs are charged to expense as incurred.

INVESTMENTS: The investment in Batch Process Technologies, Inc.
(approximately 20% ownership) of $19,000 is stated at the lower of cost or net
realizable value.

PROPERTY AND EQUIPMENT: Property and equipment are stated at cost and
consist of the following at December 31, 1996 and 1995:

<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Equipment......................................................... $ 1,118,000 $ 1,583,000
Furniture and fixtures............................................ 209,000 393,000
------------ ------------
1,327,000 1,976,000
Less accumulated depreciation..................................... 1,100,000 1,726,000
------------ ------------
Property and equipment, net....................................... $ 227,000 $ 250,000
------------ ------------
------------ ------------
</TABLE>

F-23
<PAGE>
PRITSKER CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property and equipment is depreciated over estimated useful lives (5 to 7
years) using the straight-line method. The cost of assets retired or sold,
together with the related accumulated depreciation, are removed from the
accounts and any profit or loss on disposition is charged to operations.

Depreciation expense was $93,000 and $164,000 for the years ended December
31, 1996 and 1995, respectively.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS: The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. An
estimate that is more susceptible to change in the near term is the amortization
of capitalized software costs.

STATEMENTS OF CASH FLOWS: The statements of cash flows have been prepared
using a definition of cash that includes investments with an original maturity
of three months or less.

NOTE 2--STOCKHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK

At December 31, 1996 and 1995, 10,000,000 common shares were authorized.

During 1992, the Company entered into a Preferred Stock Purchase Agreement
("Purchase Agreement") whereas 133,843 shares of preferred stock were issued to
private investment groups at a price of $5.23 per share. As part of the Purchase
Agreement, 4,080 warrants were issued subsequent to December 31, 1992, to the
investors to purchase common stock at a price of $4.41 per share and are
exercisable commencing on the date issued and ending on December 31, 1997.
Additionally, as part of the Purchase Agreement, 13,384 common stock shares were
issued to the investors subsequent to December 31, 1992 as a stock dividend.

The Purchase Agreement grants the Company a call option on the preferred
stock and warrants on and after December 31, 1997, at a price per share equal to
the greater of 1) the purchase price or 2) 110% of the greater of A) an amount
equal to the appraised market value at the call date or B) the average of the
appraised market value for each of the prior three fiscal years. Additionally,
the Purchase Agreement grants the private investment groups a put option on the
preferred stock and warrants on and after December 31, 1997, at a price per
share equal to the greater of 1) the purchase price ($700,000) or 2) the
appraised market value.

F-24
<PAGE>
PRITSKER CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 3--INCOME TAXES

Income tax expense for 1996 and 1995 consists of the following:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Federal................................................................. $ -- $ --
State................................................................... -- --
Foreign................................................................. 38,000 70,000
--------- ---------
$ 38,000 $ 70,000
--------- ---------
--------- ---------
</TABLE>

The components of income tax expense for 1996 and 1995 are summarized as
follows:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Current................................................................. $ 38,000 $ 70,000
Deferred................................................................ -- --
--------- ---------
$ 38,000 $ 70,000
--------- ---------
--------- ---------
</TABLE>

The differences between the amounts recorded for income taxes from
continuing operations for financial statement purposes and the amounts computed
by applying the Federal statutory tax rate to income before taxes are the result
of foreign taxes and changes in the deferred tax asset valuation allowance.

Items that gave rise to significant portions of the net deferred tax balance
sheet accounts at December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
1996 1995
------------- -------------
<S> <C> <C>
DEFERRED TAX ASSETS
Current
Accrued expenses.............................................. $ 32,000 $ 40,000
Long-term
Deferred lease offset......................................... 52,000 86,000
Regular net operating loss carryforward....................... 567,000 670,000
General business credit carryforward.......................... 409,000 409,000
------------- -------------
Total gross deferred tax assets................................. 1,060,000 1,205,000
DEFERRED TAX LIABILITIES
Long term
Depreciation.................................................. (25,000) (22,000)
Deferred tax asset valuation allowance.......................... (1,035,000) (1,183,000)
------------- -------------
Net deferred tax liability...................................... $ -- $ --
------------- -------------
------------- -------------
</TABLE>

F-25
<PAGE>
PRITSKER CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 3--INCOME TAXES (CONTINUED)
Approximately $1,555,000 of regular tax net operating loss carryforwards
exist at December 31, 1996 which expire as follows:

In addition, approximately $409,000 in general business credit carryforwards
exist at December 31, 1996, which begin to expire in 2000.

The foreign taxes in 1996 ($38,000) and 1995 ($70,000) arose from the
withholding tax on revenues from software sold outside of the United States.

NOTE 4--SHORT-TERM DEBT

Note payable to bank at December 31, 1996 and 1995 represents borrowings on
a $750,000 line of credit. The line of credit is due June 1, 1997 and accrues
interest at the Bank's prime rate plus 1.0% (9.25% at December 31, 1996). The
outstanding balance is limited to specified percentages of eligible accounts
receivable. The note is collateralized by virtually all business assets.

The line of credit agreement between the Company and the Bank includes
negative covenants prohibiting or restricting certain transactions and various
positive covenants related to specified financial ratios. The Company was in
compliance with those covenants at December 31, 1996.

NOTE 5--LONG-TERM DEBT

Long-term debt at December 31, 1996 and 1995 consists of:

<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Notes payable to shareholders, with interest only payments due
monthly.Notes bear interest at 12% and are due January 1998;
unsecured........................................................... $ 176,000 $ 234,000
Installment note payable to bank in monthly installments through
November 1996....................................................... -- 190,000
---------- ----------
176,000 424,000
Current maturities.................................................... -- 190,000
---------- ----------
Long-term debt........................................................ $ 176,000 $ 234,000
---------- ----------
---------- ----------
</TABLE>

NOTE 6--EMPLOYEE RETIREMENT PLAN

The Company maintains a noncontributory profit sharing plan for employees
who are at least twenty-one years of age, have been employed with the Company
for at least 30 days, completed 1,000 hours of service in the benefit year, and
are employed on the December 31 valuation date. The plan also includes a 401(k)
option for employees who are at least twenty-one years of age and have been
employed at least 30

F-26
<PAGE>
PRITSKER CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 6--EMPLOYEE RETIREMENT PLAN (CONTINUED)
days prior to entry dates of January 1 and July 1. The Company's contributions
are made in amounts as determined by the Board of Directors and are accrued out
of current annual earnings. The Company matches 25% of employees' first six
percent contributed to the 401(k) plan. The amount of contribution expense for
1996 and 1995 was $19,000 and $25,000, respectively. Matching contributions for
1996 and 1995 included amounts from non-vested forfeitures of terminated
employees.

NOTE 7--COMMITMENTS

The Company leases its facilities and certain equipment under noncancelable
operating leases which expire through 1998.

The future minimum lease payments under these operating leases are as
follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
- ---------------------------------------------------------------------------------- ----------
<S> <C>
1997.............................................................................. $ 83,000
1998.............................................................................. 54,000
1999.............................................................................. 23,000
----------
$ 160,000
----------
----------
</TABLE>

During 1994, the Company sold its West Lafayette, Indiana building for
$1,275,000. Proceeds from the sale were used to retire the outstanding
debentures secured by the building, accrued interest thereon, and a portion of
an outstanding term loan. Because the Company leases the space it previously
owned, the amount of gain on sale recognized was limited to the amount by which
the gain ($469,000) exceeded the present value of the lease payments ($298,000).
The remaining portion of the gain was deferred and is being amortized as a
reduction to rent expense over the term of the related lease. The current
portion of the deferred lease offset is $75,000 which does not represent a
current cash requirement.

Rental expense related to operating leases for 1996 and 1995 was $77,000 and
$159,000, respectively.

NOTE 8--KEY EMPLOYEE STOCK INCENTIVE PLAN

In December 1987, the Company adopted the 1987 Stock Option and Incentive
Plan (the "Plan"). All outstanding awards under previous plans are now included
in the Plan. The Plan allows for four types of awards; 1) incentive stock
options, 2) non-qualified stock options, 3) restricted stock and 4) any
combination of the foregoing. The Plan's Committee specifies the terms of each
award.

Options granted under the Plan are exercisable at any time during the ten
year period following the date of grant given that the participant maintains
continuous service as defined in the Plan agreement.

The fair value of each option granted is established on the grant date using
the "Minimum Value" method for non-public companies using the following
assumptions. The dividend yield was 0%, the risk-free interest rate is 6% and
the expected life is 5 years.

The Company applies APB Opinion 25 in accounting for the Plan. Accordingly,
no compensation costs have been recognized for the Plan in 1996 or 1995. Had
compensation cost been determined on the

F-27
<PAGE>
PRITSKER CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 8--KEY EMPLOYEE STOCK INCENTIVE PLAN (CONTINUED)
basis of fair value pursuant to FASB Statement No. 123, net income would have
been reduced by $2,520 for 1996 and $0 for 1995.

The following is a summary of the status of the Plan during 1996 and 1995:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE
----------- ----------------
<S> <C> <C>
OPTIONS OUTSTANDING AT JANUARY 1, 1996........................... 123,045 $ 4.2022
Granted.......................................................... 6,000 1.6500
Exercised........................................................ (488) .6142
Forfeited........................................................ (1,000) (4.4100)
----------- --------
OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 1996......... 127,557 $ 4.0942
----------- --------
----------- --------
Weighted average fair value of options granted during 1996....... $ .42
--------
OPTIONS OUTSTANDING AT JANUARY 1, 1995........................... 143,616 $ 3.8774
Granted.......................................................... -- --
Exercised........................................................ -- --
Forfeited........................................................ (20,571) (1.9349)
----------- --------
OPTIONS OUTSTANDING AT DECEMBER 31, 1995......................... 123,045 $ 4.2022
----------- --------
----------- --------
Options exercisable at December 31, 1995......................... 121,795 $ 4.2125
----------- --------
----------- --------
Weighted average fair value of options granted during 1995....... $ N/A
--------
</TABLE>

Following is a summary of the states of fixed options outstanding and
exercisable at December 31, 1996:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
REMAINING AVERAGE
CONTRACTUAL EXERCISE
EXERCISE PRICE RANGE NUMBER LIFE PRICE
- ----------------------------------------------------------- --------- ----------- -----------
<S> <C> <C> <C>
$3.125 - $5.00 108,847 2.80 years $ 4.604
$.005 - $2.50 18,710 3.67 years $ 1.128
</TABLE>

On January 24, 1997 the Board of Directors of the Company passed a
resolution to place a ceiling on the exercise price of stock options held by
non-officer staff members at $2.00 per share. This resolution reduces the option
price of 40,087 options held by non-officer staff members but does not affect
the 72,760 options held by officers of the Company. The remaining options are
unaffected by the resolution, because their exercise price is already under
$2.00.

F-28
<PAGE>
PRITSKER CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 9--BUSINESS MODERNIZATION AND TECHNOLOGY GRANTS

The Company has two grants from a state agency to develop either
enhancements to a basic software program or new software programs. The first
grant received was for $350,000 for the period from January 1986 through January
1988. The second grant received was for $400,000 through 1989. The terms of
these grants require that the Company pay the state agency a royalty of 4% of
gross FACTOR revenues until total royalties paid are equal to twice the original
$750,000 of total grants. Royalties of approximately $24,000 and $25,000 on
revenues earned in 1996 and 1995, respectively, have been recorded related to
these grants. Royalties paid through December 31, 1996 totaled $325,000. In the
event that the Company discontinues marketing the FACTOR family of products but
offers new or other products associated with manufacturing-based simulation and
modeling programming systems, then the royalty obligation will apply to those
manufacturing-based simulation and modeling programming systems' products that
were based on or derived from any of the FACTOR family of products.

F-29
<PAGE>
PRITSKER CORPORATION

FINANCIAL STATEMENTS (UNAUDITED)

F-30
<PAGE>
PRITSKER CORPORATION

STATEMENTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1997 AND 1996

(UNAUDITED)

<TABLE>
<CAPTION>
JANUARY 1 THROUGH JUNE 30
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Revenue............................................................................... $ 1,645,000 $ 2,025,000
Operating expenses
Cost of revenues.................................................................... 438,000 466,000
Sales and marketing................................................................. 654,000 814,000
Research and development............................................................ 256,000 223,000
General and administrative.......................................................... 247,000 449,000
------------ ------------
1,595,000 1,952,000
------------ ------------
Income/(loss) from operations......................................................... 50,000 73,000

Interest expense...................................................................... 45,000 43,000
------------ ------------
Income /(loss) before income taxes.................................................... 5,000 30,000

Income tax expense.................................................................... 53,000 43,000
------------ ------------
Net (loss)............................................................................ $ (48,000) $ (13,000)
------------ ------------
------------ ------------
</TABLE>

See accompanying note to financial statements.

F-31
<PAGE>
PRITSKER CORPORATION

BALANCE SHEET

JUNE 30, 1997

(UNAUDITED)

<TABLE>
<CAPTION>
<S> <C>
ASSETS

Current assets
Cash.............................................................................................. $ 1,000
Accounts receivable............................................................................. 1,095,000
Other current assets............................................................................ 162,000
------------
Total current assets................................................................................ 1,258,000

Investments......................................................................................... 19,000
Property and equipment, net......................................................................... 200,000

Other assets
Capitalized software costs, net................................................................... 2,003,000
Other assets...................................................................................... 45,000
------------
Total assets........................................................................................ $ 3,525,000
------------
------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Short-term debt................................................................................... $ 675,000
Accounts payable.................................................................................. 320,000
Current maturities of long-term debt.............................................................. --
Accrued compensation.............................................................................. 233,000
Other accrued liabilities......................................................................... 96,000
Deferred income................................................................................... 10,000
------------
Total current liabilities........................................................................... 1,334,000

Long-term debt...................................................................................... 176,000
Deferred lease offset............................................................................... 93,000
------------
Total liabilities................................................................................. 1,603,000
------------
------------
Redeemable preferred stock, no par value............................................................ 700,000

Stockholders' equity
Common stock, no par value........................................................................ 1,055,000
Retained earnings................................................................................. 193,000
------------
1,248,000
Less - treasury stock........................................................................... (26,000)
------------
1,222,000
------------
Total liabilities and stockholders' equity.......................................................... $ 3,525,000
------------
------------
</TABLE>

See accompanying note to financial statement.

F-32
<PAGE>
PRITSKER CORPORATION

STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 1997 AND 1996

(UNAUDITED)

<TABLE>
<CAPTION>
JANUARY 1 THROUGH JUNE
30
------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities
Net loss................................................................................ $ (48,000) $ (13,000)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization....................................................... 347,000 358,000
Deferred lease offset............................................................... (37,000) (37,000)
Change in assets and liabilities
Accounts receivable............................................................... 67,000 (9,000)
Other assets...................................................................... 21,000 (83,000)
Accounts payable.................................................................. 56,000 (69,000)
Accrued compensation.............................................................. 41,000 (7,000)
Other liabilities................................................................. (44,000) (87,000)
----------- -----------
Net cash from operating activities...................................................... 403,000 53,000

Cash flows from investing activities
Capitalized software costs.............................................................. (445,000) (267,000)
Property and equipment expenditures..................................................... (18,000) (25,000)
----------- -----------
Net cash from investing activities...................................................... (463,000) (292,000)

Cash flows from financing activities
Principal payments on long-term debt.................................................... -- (59,000)
Proceeds from short-term debt........................................................... 50,000 295,000
Dividends on preferred stock............................................................ (13,000) (26,000)
----------- -----------
Net cash from financing activities...................................................... 37,000 210,000
Net change in cash...................................................................... (23,000) (29,000)
Cash at beginning of period............................................................. 24,000 32,000
----------- -----------
Cash at end of period................................................................... $ 1,000 $ 3,000
----------- -----------
----------- -----------
</TABLE>

See accompanying note to financial statement.

F-33
<PAGE>
PRITSKER CORPORATION

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE A--ACCOUNTING POLICIES AND PRESENTATION

The accompanying financial statements are unaudited; however, the
information contained herein reflects all adjustments which are, in the opinion
of management, necessary for a fair statement of the results of operations for
the interim periods. All adjustments made were of a normal recurring nature.
These interim results of operations are not necessarily indicative of the
results to be expected for a full year.

The notes to the financial statements contained in the Pritsker Corporation
December 31, 1996 financial statements should be read in conjunction with these
interim financial statements.

F-34
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following pro forma condensed consolidated balance sheet as of June 30,
1997 and the pro forma condensed consolidated statement of income for the year
ended June 30, 1997 give effect to the acquisition of 100% of the outstanding
shares of Pritsker by Symix. The pro forma information is based on the
historical financial statements of Pritsker and Symix giving effect to the
proposed transaction under the purchase method of accounting and the assumptions
and adjustments in the accompanying notes to the pro forma financial statements.

The pro forma statements have been prepared by Symix management based upon
the financial statements of Pritsker included elsewhere herein. These pro forma
statements may not be indicative of the results that actually would have
occurred if the combination had been in effect on the dates indicated or which
may be obtained in the future. The pro forma financial statements should be read
in conjunction with the audited financial statements and notes of Pritsker and
Symix contained elsewhere herein.

F-35
<PAGE>
PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)

JUNE 30, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
SYMIX PRITSKER ADJUSTMENTS CONSOLIDATED
--------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 2,332 $ 1 $ (250)(D) $ 2,083
Trade accounts receivable...................................... 21,689 1,095 22,784
Other current assets........................................... 2,129 162 2,291
--------- ----------- ----------- ------------
Total current assets............................................. 26,150 1,258 (250) 27,158
Other assets:
Capitalized software........................................... 6,551 2,003 121(E) 8,675
Intangibles, net............................................... 4,779 -- 1,505(E) 6,284
Other assets................................................... 1,048 64 1,112
--------- ----------- ----------- ------------
Total other assets............................................... 12,378 2,067 1,626 16,071
Net equipment and improvements................................... 5,724 200 (23)(E) 5,901
--------- ----------- ----------- ------------
Total assets..................................................... $ 44,252 $ 3,525 $ 1,353 $ 49,130
--------- ----------- ----------- ------------
--------- ----------- ----------- ------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses.......................... $ 7,423 $ 553 $ -- $ 7,976
Deferred revenue............................................... 9,685 10 -- 9,695
Other current liabilities...................................... 1,145 771 -- 1,916
--------- ----------- ----------- ------------
Total current liabilities........................................ 18,253 1,334 -- 19,587
Non-current liabilities.......................................... 2,638 269 487(B) 3,394
Redeemable preferred stock....................................... -- 550* (550)(B) --
Shareholders' equity:
Common stock................................................... 14,384 1,205* 7,955(A) 23,544
Retained earnings.............................................. 10,853 193 (6,372)(E) 4,481
(193)(C)
Treasury stock and other....................................... (1,876) (26) 26(C) (1,876)
--------- ----------- ----------- ------------
Total shareholders' equity..................................... 23,361 1,372 1,416 26,149
--------- ----------- ----------- ------------
Total liabilities and shareholders' equity....................... $ 44,252 $ 3,525 $ 1,353 $ 49,130
--------- ----------- ----------- ------------
--------- ----------- ----------- ------------
</TABLE>

- ------------------------

* The historical amounts have been adjusted to reflect a conversion of
$150,000 of redeemable preferred stock to common stock subsequent to June
30, 1997.

See accompanying notes to Financial Statements.

F-36
<PAGE>
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
YEAR ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
SYMIX PRITSKER ADJUSTMENTS CONSOLIDATED
--------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net revenue...................................................... $ 65,772 $ 3,755 $ -- $ 69,527
Cost of revenue.................................................. 22,440 1,200 453(F) 24,093
--------- ----------- ----------- ------------
Gross margin..................................................... 43,332 2,555 (453) 45,434
--------- ----------- ----------- ------------
Selling, general, and administrative............................. 32,601 1,763 34,364
Research and product development................................. 5,659 697 (620)(F) 5,736
--------- ----------- ----------- ------------
Total operating expenses......................................... 38,260 2,460 (620) 40,100
--------- ----------- ----------- ------------
Operating income................................................. 5,072 95 167 5,334
Other income, net................................................ 107 3 (44)(F) 66
--------- ----------- ----------- ------------
Income before income taxes....................................... 5,179 98 123 5,400
Provision for income taxes....................................... 1,916 48 (16)(F) 1,948
--------- ----------- ----------- ------------
Net income....................................................... $ 3,263 $ 50 $ 139 $ 3,452
--------- ----------- ----------- ------------
--------- ----------- ----------- ------------
Earnings per share............................................... $ 0.52 $ 0.51
--------- ------------
--------- ------------
Weighted average number of common and common equivalent shares
outstanding.................................................... 6,302 500(G) 6,802
--------- ----------- ------------
--------- ----------- ------------
</TABLE>

See accompanying notes to Financial Statements.

F-37
<PAGE>
NOTES TO PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Under the terms of the Merger, each outstanding share of Pritsker's Common
Stock would be converted into the right to receive Symix's Common Shares at the
rate of 0.170108 Symix Common Share for each share of Pritsker's Common Stock.
Pritsker's outstanding employee stock options would also be converted in the
Merger into options to purchase Symix Common Shares on an equivalent basis. The
pro forma financial statements assume receipt of 100% of the outstanding
Pritsker Common Stock in a transaction to be accounted for as a purchase.

The cost of the acquisition and allocation of purchase price follow:

<TABLE>
<S> <C>
Market value of Symix Common Shares exchanged for Pritsker Common
Stock (484,339 shares at $18).................................... $ 8,700
Fair value of Symix stock options exchanged for Pritsker stock
options.......................................................... 460
Transaction costs.................................................. 250
Redemption of Pritsker Preferred Stock............................. 550
Other assumed liabilities of Pritsker.............................. 1,540
---------
Cost of acquisition................................................ $ 11,500
---------
---------
</TABLE>

The cost of acquisition is allocated as follows:

<TABLE>
<S> <C>
Current assets..................................................... $ 1,258
Other noncurrent assets............................................ 64
Fixed assets....................................................... 200
Developed technology............................................... 2,400
Trademark.......................................................... 1,700
---------
Acquired assets.................................................... 5,622
In-process technology to be charged to expense at acquisition
date............................................................. 7,200
---------
12,822
Cost of acquisition................................................ 11,500
---------
Fair value of acquired assets and in-process technology in excess
of cost of acquisition........................................... $ 1,322
---------
---------
</TABLE>

The excess of fair values was allocated to reduce the values assigned to
acquired noncurrent assets and in-process technology, as follows:

<TABLE>
<CAPTION>
FAIR ALLOCATION
VALUE OF EXCESS NET
--------- ------------ ---------
<S> <C> <C> <C>
Fixed assets.............................................. $ 200 $ (23) $ 177
Developed technology...................................... 2,400 (276) 2,124
Trademark................................................. 1,700 (195) 1,505
In process technology..................................... 7,200 (828) 6,372
--------- ------------ ---------
$ 11,500 $ (1,322) $ 10,178
--------- ------------ ---------
--------- ------------ ---------
</TABLE>

F-38
<PAGE>
NOTES TO PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (CONTINUED)

The pro forma statement of income has not been adjusted for a material
nonrecurring charge currently estimated to be $6,372 relating to the immediate
write-off of acquired in-process technology of Pritsker. This charge will be
taken in the quarter in which the Merger is consummated.

(A) Reflects issuance of Common Shares and options of Symix in exchange for 100%
of the outstanding common stock, warrants and options of Pritsker:

<TABLE>
<S> <C>
Market value of Symix Common Shares and options issued............. $ 9,160
Elimination of Pritsker Common Stock............................... (1,205)
---------
$ 7,955
---------
---------
</TABLE>

(B) Reflects redemption of Pritsker redeemable preferred stock outstanding.
Symix is assumed to have borrowed the funds necessary to redeem the
preferred stock:

<TABLE>
<S> <C>
Long-term borrowings to redeem Pritsker preferred stock.............. $ 550
Elimination of deferred liability.................................... (63)
---------
$ 487
---------
---------
</TABLE>

(D) Reflects cash paid for transaction related expenses estimated to be
$250,000.

(E) Under purchase accounting, Pritsker's assets and liabilities are required to
be adjusted to their estimated fair values. The estimated fair value
adjustments have been determined by Symix based upon information provided by
Pritsker with the assistance of valuation specialists. Symix cannot be sure
that such estimated fair values represent fair values that would ultimately
be determined at the consummation date of the Merger. The following are the
pro forma adjustments made to reflect Pritsker's fair values assuming the
Merger was consummated on June 30, 1997:

<TABLE>
<S> <C>
Increase capitalized software....................................... $ 121
Reduce equipment and improvements................................... (23)
Trademarks.......................................................... 1,505
Retained earnings effect resulting from the immediate write-off of
acquired in-process technology.................................... 6,372
</TABLE>

(F) For purposes of determining the pro forma effect of the Merger on the Symix
consolidated statement of income, the following pro forma adjustments have
been made and are based on the assumption that the Merger was consummated on
July 1, 1996:

<TABLE>
<S> <C>
Increase in interest expense on borrowings of $550,000 incurred to
redeem preferred stock............................................. $ 44
Tax benefit on increased interest expense............................ (16)
Amortization to be recorded resulting from fair value adjustments to
capitalized software (7 years) and trademarks (10 years)........... 453
Elimination of amortization of capitalized software as recorded by
Pritsker........................................................... (620)
---------
$ (139)
---------
---------
</TABLE>

(G) Assumes an increase of 500,000 weighted average Symix Common Shares
outstanding as a result of the consummation of the Merger.

F-39
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated (except for the Securities and
Exchange Commission registration fee and the National Association of Securities
Dealers, Inc. filing fee) fees and expenses payable by the Company in connection
with the distribution of the Common Shares:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $ 10,843
National Association of Securities Dealers, Inc. filing fee....... 4,078
Printing and engraving costs...................................... *
Legal fees and expenses........................................... *
Accountants' fees and expenses.................................... *
Blue sky qualification fees and expenses.......................... *
Transfer agent fees............................................... *
Miscellaneous..................................................... *
---------
Total......................................................... $ *
---------
---------
</TABLE>

- ------------------------

* To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a corporation and provides as follows:

(E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of
the corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust or other enterprise, against expenses, including
attorney's fees, judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

(2) A corporation may indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation
to procure a judgment in its favor, by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he
acted in good

II-1
<PAGE>
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be
made in respect of any of the following:

(a) Any claim, issue, or matter as to which such person is adjudged
to be liable for negligence or misconduct in the performance of his duty
to the corporation unless, and only to the extent that, the court of
common pleas or the court in which such action or suit was brought
determines, upon application, that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses as the
court of common pleas or such other court shall deem proper;

(b) Any action or suit in which the only liability asserted against a
director is pursuant to section 1701.95 of the Revised Code.

(3) To the extent that a director, trustee, officer, employee, member,
manager, or agent has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in division (E)(1) or (2) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action suit or proceeding.

(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification
of the director, trustee, officer, employee, member, manager, or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section. Such
determination shall be made as follows:

(a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or
threatened by the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section;

(b) If the quorum described in division (E)(4)(a) of this section is
not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel
other than an attorney, or a firm having associated with it an attorney,
who has been retained by or who has performed services for the
corporation or any person to be indemnified within the past five years;

(d) By the court of common pleas or the court in which such action,
suit or proceeding referred to in division (E)(1) or (2) of this section
was brought.

Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the corporation under
division (E)(2) of this section, and, within ten days after receipt of such
notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to review
the reasonableness of such determination.

(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (E)(1) or
(2) of this section, the articles or the regulations of a corporation state,
by specific reference to this division, that the provisions of this division
do not apply to the corporation and unless the only liability asserted
against a director in an action, suit, or proceeding referred to in division
(E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised
Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the corporation
as they are incurred, in advance of the final disposition

II-2
<PAGE>
of the action, suit, or proceeding, upon receipt of an undertaking by or on
behalf of the director in which he agrees to both of the following:

(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;

(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.

(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending any
action, suit, or proceeding referred to in division (E)(1) or (2) of this
section, may be paid by the corporation as they are incurred, in advance
of the final disposition of the action, suit, or proceeding, as
authorized by the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer, employee,
member, manager, or agent to repay such amount, if it ultimately is
determined that he is not entitled to be indemnified by the corporation.

(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles, the regulations, any agreement,
a vote of shareholders or disinterested directors, or otherwise, both as to
action in their official capacities and as to action in another capacity
while holding their offices or positions, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, member,
manager, or agent and shall inure to the benefit of the heirs, executors,
and administrators of such a person.

(7) A corporation may purchase and maintain insurance or furnish similar
protection, including, but not limited to, trust funds, letters of credit,
or self-insurance, on behalf of or for any person who is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has a
financial interest.

(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5), (6), and (7)
of this section. Divisions (E)(1) and (2) of this section do not create any
obligation to repay or return payments made by the corporation pursuant to
division (E)(5), (6), or (7).

(9) As used in division (E) of this section, "corporation" includes all
constituent entities in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee,
trustee, member, manager, or agent of such a constituent entity, or is or
was serving at the request of such constituent entity as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other
enterprise, shall stand in the same position under this section with respect
to the new or surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.

II-3
<PAGE>
Section 5.01 of the Registrant's Regulations govern indemnification by
Registrant and provides as follows:

SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall indemnify
any officer or director of the corporation who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, any action threatened or
instituted by or in the right of the corporation), by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
trustee, officer, employee or agent of another corporation (domestic or
foreign, nonprofit or for profit), partnership, joint venture, trust or
other enterprise, against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful. A person claiming indemnification under this Section
5.01 shall be presumed, in respect of any act or omission giving rise to
such claim for indemnification, to have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal matter, to have had no
reasonable cause to believe his conduct was unlawful, and the termination of
any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
rebut such presumption.

In addition, Registrant has purchased insurance coverage under policies
issued by Great American Insurance Co. which insure directors and officers
against certain liabilities which might be incurred by them in such capacity.

ITEM 15. RECENT SALE OF UNREGISTERED SECURITIES

No common shares of the Company were sold by the Company without
registration under the Securities Act of 1933 (the "Act") within the last three
years, except as follows:

A. On January 9, 1997, in connection with the acquisition of Visual
Applications Software, Inc., a subsidiary of the Company issued 250,000
Class A Preference Shares, which were convertible into a like number of
Symix Common Shares. Of the 250,000 Class A Preference Shares issued in this
transaction, 125,000 have been converted into Common Shares. The shares were
issued without registration in reliance upon the exemption provided by
Section 4(2) of the Act.

B. The Company distributed two shares for each common share outstanding in
a transaction in the nature of a stock split as of September 10, 1996.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS:

<TABLE>
<C> <S>
1* Form of Underwriting Agreement.

3(a) Amended Articles of Incorporation of Registrant (incorporated by reference
to Exhibit 3(a)(3) to Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997)

3(b) Amended Regulations of Registrant (incorporated by reference to Exhibit
3(b) Registrant's Registration Statement on Form S-1 (Registration No.
33-38878) filed February 12, 1991)
</TABLE>

II-4
<PAGE>
<TABLE>
<C> <S>
4(a) Amended Articles of Incorporation of Registrant (incorporated by reference
to Exhibit 3(a)(3) to this Registration Statement on Form S-1)

4(b) Amended Regulations of Registrant (incorporated by reference to Exhibit
3(b) to this Registration Statement on Form S-1)

5 Form of Opinion of Vorys, Sater, Seymour and Pease regarding legality

10(a) Third Lease Amendment for office located at 2800 Corporate Exchange Drive,
Columbus, Ohio (incorporated herein by reference to Exhibit 10(c) to
Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1994)

10(b) Lease Agreement between Symix Computer Systems, Inc. and Society Equipment
Leasing Company (incorporated herein by reference to Exhibit 19 to
Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1991)

10(c) Progress Software Application Partner Agreement dated February 8, 1995
(incorporated herein by reference to Exhibit 10(e) to Registrant's
Quarterly Report on Form 10-Q for fiscal year ended March 31, 1995)

10(d) Agreement between Hewlett-Packard and Symix Computer Systems, Inc.
(incorporated herein by reference to Exhibit 10(g) to Registrant's
Amendment to Registrant's Annual Report on Form 10-K for fiscal year
ended June 30, 1993)

10(e) Summary of Bonus Plan (incorporated herein by reference to Exhibit 10(h)
to Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997)

10(f) Symix Systems, Inc. Non-Qualified Stock Option Plan for Key Employees, As
Amended (incorporated herein by reference to Exhibit 10(a) to
Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1993)

10(g) Sasser Employment Agreement (incorporated herein by reference to Exhibit
10(b) to Registrant's Quarterly Report on Form 10-Q for fiscal quarter
ended March 31, 1996)

10(h) Stock Option Agreement between the Company and Stephen A. Sasser dated
January 17, 1996 (incorporated herein by reference to Exhibit 10(c) to
Registrant's Quarterly Report on Form 10-Q for fiscal quarter ended
March 31, 1996)

10(i) Symix Systems, Inc. Stock Option Plan for Outside Directors (incorporated
herein by reference to Exhibit 10(i) of Registrant's Annual Report on
Form 10-K for fiscal year ended June 30, 1993)

10(j) Symix Systems, Inc. Non-Qualified Stock Option Plan for Key Executives
(incorporated herein by reference to Exhibit 10(a) to Registrant's
Quarterly Report on Form 10-Q for fiscal year ended March 31, 1996)

10(k) Agreement of Merger dated as of October 2, 1997, among Pritsker
Corporation, Symix Systems, Inc. and SSI Acquisition Corp. (incorporated
by reference to Appendix I to the Proxy Statement/Prospectus in Part I
of the Registration Statement on Form S-4 (Registration No. 333-38809)
filed October 27, 1997)

21 Subsidiaries of the Registrant (incorporated herein by reference to
Exhibit 21 to Registrant's Annual Report on Form 10-K for fiscal year
ended June 30, 1997)

23(a) Consent of Ernst & Young LLP, Independent Auditors

23(b) Consent of Crowe Chizek and Company LLP, Independent Auditors

23(c) Consent of Vorys, Sater, Seymour and Pease (included in Exhibit No. 5)
</TABLE>

II-5
<PAGE>
<TABLE>
<C> <S>
24 Powers of Attorney

27 Financial Data Schedule
</TABLE>

- ------------------------

* To be filed by amendment.

(B) FINANCIAL STATEMENT SCHEDULES:

Schedule II Valuation and Qualifying Accounts

ITEM 17. UNDERTAKINGS

(1) 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 provisions described under Item 14 above, 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 against the registrant 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.

(2) The undersigned registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

(3) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1993, 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 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.

II-6
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Columbus, State of Ohio, on November 4, 1997.

<TABLE>
<S> <C> <C>
SYMIX SYSTEMS, INC.

By: /s/ LAWRENCE W. DELEON
-----------------------------------------
Lawrence W. DeLeon
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND SECRETARY
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated, on November 4, 1997.

<TABLE>
<CAPTION>
NAME AND TITLE NAME AND TITLE
- ------------------------------------------------------ ------------------------------------------------------

<S> <C>
/s/ LAWRENCE J. FOX* JOHN T. TAIT*
------------------------------------------- -------------------------------------------
LAWRENCE J. FOX JOHN T. TAIT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER DIRECTOR

/s/ STEPHEN A. SASSER* /s/ DUKE W. THOMAS*
------------------------------------------- -------------------------------------------
STEPHEN A. SASSER DUKE W. THOMAS
PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR DIRECTOR

/s/ LAWRENCE W. DELEON
/s/ LARRY L. LIEBERT* -------------------------------------------
------------------------------------------- LAWRENCE W. DELEON
LARRY L. LIEBERT VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
DIRECTOR (PRINCIPAL ACCOUNTING OFFICER)

/s/ JAMES A. RUTHERFORD*
-------------------------------------------
JAMES A. RUTHERFORD
DIRECTOR
*By Power of Attorney

/s/ LAWRENCE W. DELEON
-------------------------------------------
LAWRENCE W. DELEON
(ATTORNEY-IN-FACT)
</TABLE>

II-7
<PAGE>
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
SYMIX SYSTEMS, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
COL. B COL. C ADDITIONS COL. D
------------ ---------------------------- ------------ COL. E
COL. A BALANCE AT CHARGED TO CHARGED TO DEDUCTIONS -------------
- --------------------------------------------- BEGINNING OF COSTS AND OTHER ACCOUNTS --DESCRIBE BALANCE AT
DESCRIPTION PERIOD EXPENSES --DESCRIBE (1) END OF PERIOD
- --------------------------------------------- ------------ ----------- --------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Year ended June 30, 1997
Deducted from asset accounts:
Allowance for doubtful accounts............ $ 450,400 $ 560,500 $ 0 $ 308,900 $ 702,000

Year ended June 30, 1996
Deducted from asset accounts:
Allowance for doubtful accounts............ $ 550,000 $ 475,000 $ 0 $ 574,600 $ 450,400

Year ended June 30, 1995
Deducted from asset accounts:
Allowance for doubtful accounts............ $ 500,000 $ 437,000 $ 0 $ 387,000 $ 550,000

Year ended June 30, 1994
Deducted from asset accounts:
Allowance for doubtful accounts............ $ 622,500 $ 78,000 $ 0 $ 200,500 $ 500,000
</TABLE>

- ------------------------

(1) Uncollectible Accounts written off and credits issued.

II-8
<PAGE>
INDEX OF EXHIBITS

<TABLE>
<C> <S>
1* Form of Underwriting Agreement.

3(a) Amended Articles of Incorporation of Registrant (incorporated by reference
to Exhibit 3(a)(3) to Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997)

3(b) Amended Regulations of Registrant (incorporated by reference to Exhibit
3(b) Registrant's Registration Statement on Form S-1 (Registration No.
33-38878) filed February 12, 1991)

4(a) Amended Articles of Incorporation of Registrant (incorporated by reference
to Exhibit 3(a)(3) to this Registration Statement on Form S-1)

4(b) Amended Regulations of Registrant (incorporated by reference to Exhibit
3(b) to this Registration Statement on Form S-1)

5 Form of Opinion of Vorys, Sater, Seymour and Pease regarding legality

10(e) Summary of Bonus Plan (incorporated herein by reference to Exhibit 10(h)
to Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997)

10(g) Sasser Employment Agreement (incorporated herein by reference to Exhibit
10(b) to Registrant's Quarterly Report on Form 10-Q for fiscal quarter
ended March 31, 1996)

10(i) Symix Systems, Inc. Stock Option Plan for Outside Directors (incorporated
herein by reference to Exhibit 10(i) of Registrant's Annual Report on
Form 10-K for fiscal year ended June 30, 1993)

21 Subsidiaries of the Registrant (incorporated herein by reference to
Exhibit 21 to Registrant's Annual Report on Form 10-K for fiscal year
ended June 30, 1997)
</TABLE>
<PAGE>
<TABLE>
<C> <S>
23(a) Consent of Ernst & Young LLP, Independent Auditors

23(b) Consent of Crowe Chizek and Company LLP, Independent Auditors

23(c) Consent of Vorys, Sater, Seymour and Pease (included in Exhibit No. 5)

24 Powers of Attorney

27 Financial Data Schedule
</TABLE>

- ------------------------

* To be filed by amendment.

<PAGE>

EXHIBIT 5

(614) 464-6400

November ___, 1997

Symix Systems, Inc.
2800 Corporate Exchange Drive
Columbus, Ohio 43231

Ladies and Gentlemen:

We have acted as counsel to Symix Systems, Inc. (the "Company") in
connection with the registration under the Securities Act of 1993, as amended
(the "Act"), on Form S-1 (the "Registration Statement") of the issuance and sale
by the Company of up to ________ common shares, without par value, of the
Company (the "Common Shares"). We are also familiar with the proceedings taken
by the Company in connection with the issuance and sale by the Company of up to
_________ Common Shares previously issued and now outstanding and proposed to be
sold by the holders thereof (the "Selling Shareholders").

This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K of the General Rules and Regulations promulgated
under the Act (the "Rules and Regulations").

In connection with the preparation of this opinion, we have examined and
are familiar with each of the following:

A. The Amended Articles of Incorporation and Amended Regulations of the
Company, each as currently in effect, and the Company's corporate minute book;

B. The Registration Statement;

C. The resolutions adopted by the Board of Directors of the Company
relating to the issuance of the Common Shares; and

<PAGE>

D. Such other records, documents or instruments as in our judgment are
necessary or appropriate to enable us to render the opinions herein.

Based on the foregoing, we are of the opinion that the Company is a duly
organized and legally existing corporation under the laws of the State of Ohio.
We are also of the opinion, based upon the foregoing and assuming compliance
with applicable federal and state securities laws, that:

1. When the _________ Common Shares have been delivered by the Company
against payment of the purchase price therefor, specified in the Registration
Statement when it shall become effective, said Common Shares will be validly
issued and outstanding, fully paid and non-assessable.

2. The __________ Common Shares to be delivered by the Selling
Shareholders against payment of the purchase price therefor, specified in the
Registration Statement when it shall become effective, are validly issued and
outstanding, fully paid and non-assessable.

We are members of the Bar of the State of Ohio and do not purport to be
experts in the laws of any jurisdiction other than the laws of the State of Ohio
and the United States of America.

We hereby consent to the use of our name in the Registration Statement
under the caption "Experts" and to the filing of this opinion as Exhibit 5 to
the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations.

Very truly yours,

VORYS, SATER, SEYMOUR AND PEASE

<PAGE>
EXHIBIT 23(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Experts" and
"Selected Consolidated Financial Data" and to the use of our report dated
July 25, 1997 in the Registration Statement (Form S-1) and related Prospectus
of Symix Systems, Inc. for the registration of 2,185,000 shares of its
common stock.

Our audits also included the financial statement schedule of Symix Systems,
Inc. listed in Item 16(b). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial statements taken as
a whole, presents faily in all material respects the information set forth
therein.

Columbus, Ohio
November 4, 1997

<PAGE>

EXHIBIT 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Registration Statement of Symix Systems,
Inc. on Form S-1, of our report dated March 28, 1997 on the 1996 and 1995
financial statements of Pritsker Corporation. We also consent to the
reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.

Crowe Chizek and Company LLP

Indianapolis, Indiana
November 4, 1997

<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 (the "Company"), 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 (the
"Act"), a Registration Statement on Form S-1 for the registration of a
primary and secondary offering of certain of its Common Shares, hereby
constitutes and appoints Stephen A. Sasser and Lawrence W. DeLeon, and each
of them, 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
additional Registration Statement filed pursuant to Rule 462(b) to register
additional securities in connection with the same offering and any or all
amendments or documents related thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and substitute or substitutes, 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 as of this
4th day of November, 1997.

/s/ Lawrence J. Fox
--------------------------------------
Lawrence J. Fox
Chairman of the Board, Chief Executive
Officer and Director

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of SYMIX SYSTEMS, INC., an Ohio corporation (the "Company"), 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 (the
"Act"), a Registration Statement on Form S-1 for the registration of a
primary and secondary offering of certain of its Common Shares, hereby
constitutes and appoints Stephen A. Sasser and Lawrence J. Fox, and each
of them, 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
additional Registration Statement filed pursuant to Rule 462(b) to register
additional securities in connection with the same offering and any or all
amendments or documents related thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and substitute or substitutes, 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 as of this
4th day of November, 1997.

/s/ Lawrence W. DeLeon
--------------------------------------
Lawrence W. DeLeon
Vice President, Chief Financial Officer
and Secretary

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of SYMIX SYSTEMS, INC., an Ohio corporation (the "Company"), 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 (the
"Act"), a Registration Statement on Form S-1 for the registration of a
primary and secondary offering of certain of its Common Shares, hereby
constitutes and appoints Lawrence J. Fox and Lawrence W. DeLeon, and each
of them, 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
additional Registration Statement filed pursuant to Rule 462(b) to register
additional securities in connection with the same offering and any or all
amendments or documents related thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and substitute or substitutes, 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 as of this
4th day of November, 1997.

/s/ Stephen A. Sasser
--------------------------------------
Stephen A. Sasser
President, Chief Operating Officer and
Director

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
4th day of November, 1997.

/s/ Larry L. Liebert
--------------------------------------
Larry L. Liebert
Director

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
4th day of November, 1997.

/s/ John T. Tait
--------------------------------------
John T. Tait
Director

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
4th day of November, 1997.

/s/ James A. Rutherford
--------------------------------------
James A. Rutherford
Director

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this
4th day of November, 1997.

/s/ Duke W. Thomas
--------------------------------------
Director

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS IN THE
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 1997 FOR SYMIX SYSTEMS,
INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 2,332
<SECURITIES> 0
<RECEIVABLES> 22,391
<ALLOWANCES> 702
<INVENTORY> 356
<CURRENT-ASSETS> 26,150
<PP&E> 14,147
<DEPRECIATION> 8,423
<TOTAL-ASSETS> 44,252
<CURRENT-LIABILITIES> 18,253
<BONDS> 0
0
0
<COMMON> 62
<OTHER-SE> 23,299
<TOTAL-LIABILITY-AND-EQUITY> 44,252
<SALES> 36,477
<TOTAL-REVENUES> 65,772
<CGS> 9,721
<TOTAL-COSTS> 22,440
<OTHER-EXPENSES> 38,260
<LOSS-PROVISION> 252
<INTEREST-EXPENSE> 8
<INCOME-PRETAX> 5,179
<INCOME-TAX> 1,916
<INCOME-CONTINUING> 3,263
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,263
<EPS-PRIMARY> 0.52
<EPS-DILUTED> 0

</TABLE>