<PAGE>
SYMIX SYSTEMS, INC.
2800 CORPORATE EXCHANGE DRIVE
SUITE 400
COLUMBUS, OHIO 43231
PROSPECTUS
34,768 COMMON SHARES
------------
All of the Common Shares, no par value , of Symix Systems, Inc. ("Symix" or
the "Company") offered hereby are being sold by the Selling Shareholders.
The Company's Common Shares are traded in the over-the-counter market and
are quoted on the National Association of Securities Dealers Automated Quotation
("NASDAQ") National Market System under the symbol "SYMX". The market price of
the Common Shares varies from time to time. The last reported sale price of the
Company's Common Shares as reported on the Nasdaq National Market System on
August 24, 1998 was $23.75 per share.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
The Selling Shareholders may sell the shares being offered hereby in
transactions on the NASDAQ National Market System, in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale or at negotiated
or fixed prices. The Selling Shareholders may sell some or all of the shares in
transactions involving broker-dealers, who may act either as agent or principal.
The aggregate proceeds to the Selling Shareholders from the sale of the Common
Shares will be the selling price of the Common Shares sold less the aggregate
agents' commissions and underwriters' discounts, if any, and other expenses of
issuance and distribution not borne by the Company. The Company will pay
substantially all of the expenses to be incurred, including those to be incurred
by the Selling Shareholders, in connection with the Registration Statement of
which this Prospectus is a part (other than such commissions and discounts),
estimated to be $15,178.87. See "Selling Shareholders" and "Plan of
Distribution" herein for a description of indemnification arrangements between
the Company and the Selling Shareholders. None of the proceeds from the sale of
the Common Shares will be received by the Company.
The Selling Shareholders and any agents, dealers or underwriters that
participate with the Selling Shareholders in the distribution of the Common
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions received by
them and any profit on the resale of the Common Shares purchased by them may be
deemed underwriting commissions or discounts under the Securities Act.
THE DATE OF THIS PROSPECTUS IS OCTOBER 16, 1998.
<PAGE>
AVAILABLE INFORMATION
Symix is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Citicorp Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661
and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of
such material also can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a web site on the internet that contains reports, proxy
information statements and other information regarding registrants that file
electronically with the Commission. The Commission's web site address is:
http://www.sec.gov. The Company's Common Shares are traded on the NASDAQ
National Market System. Reports, proxy statements and other information
concerning Symix may be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
Symix has filed with the Commission a registration statement on Form S-3
(together with all amendments, supplements and exhibits thereto referred to
herein as the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") with respect to the Common Shares to be sold by
the Selling Shareholders. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement. Such
additional information may be obtained from the Commission's principal office in
Washington, D. C. Statements contained in this Prospectus concerning provisions
of any document filed as an exhibit are not necessarily complete and, in each
instance, reference is made to the copy of each document filed as an exhibit to
the Registration Statement. Each such statement is qualified in its entirety by
such reference.
SAFE HARBOR STATEMENT
THE COMPANY WISHES TO TAKE ADVANTAGE OF THE SAFE HARBOR PROVISIONS INCLUDED
IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ACCORDINGLY, IN
ADDITION TO HISTORICAL INFORMATION, THIS PROSPECTUS AND THE INFORMATION
INCORPORATED HEREIN BY REFERENCE CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS,
INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY'S FUTURE
FINANCIAL PERFORMANCE AND FINANCIAL CONDITION. THESE STATEMENTS INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES. ANY FORWARD-LOOKING STATEMENTS MADE BY THE
COMPANY HEREIN OR IN ANY DOCUMENT INCORPORATED BY REFERENCE HEREIN ARE NOT
GUARANTEES OF FUTURE PERFORMANCE, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE IN SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS,
INCLUDING, BUT NOT LIMITED TO, THOSE REFERRED TO IN THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1998.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Symix are hereby
incorporated by reference in and made a part of this Prospectus:
(a) Symix's Annual Report on Form 10-K for the fiscal year ended June 30,
1998.
(b) Amendment to Symix's Annual Report on Form 10-K/A for the fiscal year
ended June 30, 1998.
All reports and other documents filed by Symix with the Commission (File
No. 0-19024) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
(except information included in any such document in response to Item 402(i),
402(k) or 402(l) of Regulation S-K under the Securities Act) subsequent to the
date of this Prospectus and prior to the termination of the offering of the
Common Shares hereby are incorporated herein by reference. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as modified or superseded, to constitute a part of this
Prospectus.
SYMIX WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS IS DELIVERED, UPON THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR
ALL OF THE INFORMATION WHICH IS INCORPORATED HEREIN BY REFERENCE, OTHER THAN
EXHIBITS TO DOCUMENTS INCORPORATED HEREIN (UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO
SYMIX SYSTEMS, INC., 2800 CORPORATE EXCHANGE DRIVE, SUITE 400, COLUMBUS, OHIO
43231, ATTENTION: CHIEF FINANCIAL OFFICER, TELEPHONE (614) 523-7379.
3
<PAGE>
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, 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. 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 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.
In July, 1998 the Company announced that it intends to expand its ERP
products by delivering a new product suite developed specifically for consumer
products and consumer electronics manufacturers. The new product suite is
scheduled for release in early 1999.
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.
4
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Shares. The Common Shares are being offered by the Selling Shareholders. See
"Selling Shareholders".
SELLING SHAREHOLDERS
All of the Common Shares being offered hereby are being sold by two
individuals, Richard Smart and Philip Smart (herein referred to collectively as
the "Selling Shareholders" and individually as a "Selling Shareholder"). The
following table shows certain information regarding the beneficial ownership of
Common Shares by each of the Selling Shareholders as of the date of this
Prospectus.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING AFTER OFFERING
------------------------- -------------------------
BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
---------------- ------ ------- ------ -------
<S> <C> <C> <C> <C>
Philip Smart . . . . . . . . . . . . . . 64,884(1) (2) 47,500(1) (2)
3430 South Service Road
Burlington, Ontario L7N 3T9
Canada
Richard Smart. . . . . . . . . . . . . . 64,884(1) (2) 47,500(1) (2)
3430 South Service Road
Burlington, Ontario L7N 3T9
Canada
</TABLE>
- -------------------------------
(1) Includes 47,500 shares which are subject to issuance upon conversion of
47,500 Class A Preference Shares of Symix Systems (Ontario) Inc., a subsidiary
of Symix. The Class A Preference Shares may be converted to Symix common shares
at any time prior to December 31, 2006 by the holder of the Class A Preference
Shares.
(2) Less than 1%.
Pursuant to a Share Purchase Agreement dated December 31, 1996 (the
"Purchase Agreement"), Symix Systems (Ontario) Inc., a subsidiary of the Company
("Symix Ontario"), acquired all of the issued and outstanding shares of Visual
Applications Software, Inc. ("VAS") from the Selling Shareholders in exchange
for 250,000 Class A Preference Shares of Symix Ontario (the "Class A Shares"),
500,000 Class B Preference Shares of the Symix Ontario (the "Class B Shares")
and $1,000,000 (Canadian) in cash. Pursuant to the terms of the Purchase
Agreement, the Class B Shares were redeemed by the Selling Shareholders in
January, 1998 for a price of $1.00 (Canadian) per share.
In connection with the acquisition, the Company entered into a Share
Exchange Agreement with the Selling Shareholders dated January 9, 1997 (the
"Exchange Agreement"). Under the terms of the Exchange Agreement, the
Company agreed to exchange Symix common shares (the "Exchange Shares") for
the Class A Shares (in blocks of not fewer than 50,000 Class A Shares) on a
one-for-one basis (subject to adjustments) and, at the Company's expense,
from time to time until December 31, 2006, to register the Exchange Shares
with the Commission upon receipt of written
5
<PAGE>
demand for such registration from one or both of the Selling Shareholders. The
Selling Shareholders agreed to sell or transfer the Exchange Shares only
pursuant to a registration statement covering such shares which is effective
with the Commission or an opinion of counsel acceptable to Symix.
In September, 1998, the Company agreed to a one time waiver of the
requirement that the Class A Shares be submitted for exchange in minimum
blocks of 50,000 Class A Shares and the Selling Shareholders notified Symix
that they each were exercising their exchange privilege under the Exchange
Agreement with respect to 15,000 Class A Shares. The Selling Shareholders
also submitted a demand for registration of the 34,768 Common Shares issued
to them as a result of such exercise pursuant to the Exchange Agreement.
In connection with the acquisition of VAS, the Company, VAS and Symix
Systems Ontario entered into a separate Employment Agreement dated January 9,
1997 with each of the Selling Shareholders. In addition, the Selling
Shareholders, Symix, Symix Ontario and Symix Computer Systems, Inc., a
wholly-owned subsidiary of the Company ("SCSI"), entered into an Unanimous
Shareholder Agreement dated January 9, 1997 (the "Shareholder Agreement")
pursuant to which Symix Ontario agreed to pay a corresponding cash dividend to
the holders of the Class A Shares in the event that Symix pays a cash dividend
to its shareholders. The Shareholder Agreement also imposes certain
restrictions on the sale or transfer of the Class A Shares and the Class B
Shares by the Selling Shareholders.
Until the acquisition of VAS by Symix Ontario in January, 1997, Philip
Smart served as President and a Director, and Richard Smart served as
Secretary/Treasurer and a Director, of VAS.
PLAN OF DISTRIBUTION
The Common Shares being offered hereby will be sold by the Selling
Shareholders for their own accounts. The Company will not receive any of the
proceeds from the sale of such shares. The Selling Shareholders have agreed to
indemnify the Company and its officers and directors against any losses, claims
or damages arising out of any untrue or alleged untrue statement of a material
fact contained in this Prospectus or omission or alleged omission to state a
material fact required to be contained herein, to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in this Prospectus in reliance upon information furnished to the Company by one
or more of the Selling Shareholders, or the failure of the Selling Shareholders
to satisfy the prospectus delivery requirement under the Securities Act.
The Selling Shareholders may sell the Common Shares being offered hereby
from time to time in the over-the-counter market on the NASDAQ National Market
system, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated or fixed prices. The Selling Shareholders may
sell some or all of the shares in transactions involving broker-dealers who may
act either as agent or principal, and who may receive compensation in the form
of discounts, commissions or concessions from one or both of the Selling
Shareholders or the purchaser of the shares for whom such broker-dealers act as
agent or to whom they sell as principal, or both.
6
<PAGE>
The Selling Shareholders and any underwriters, dealers or agents that
participate in the distribution of the Common Shares offered hereby may be
deemed to be "underwriters" under the Securities Act, and any profit on the sale
of the Common Shares by them and any discounts, commissions or concessions
received by any such underwriters, dealers or agents may be deemed to be
"underwriting discounts and commissions" under the Securities Act.
The Selling Shareholders have advised the Company that no agreement exists
with any broker-dealer with respect to the sale of the Common Shares offered
hereby. At the time a particular offer of the Common Shares is made and upon
receipt of notice of the same by the Company from the Selling Shareholders, a
supplement to this Prospectus will be filed, if required, pursuant to Rule 424
(c) under the Securities Act, which will set forth the aggregate number of
Common Shares being offered and the material terms of the offering, including
the name or names of any underwriters, dealers or agents, the purchase price to
be paid by any underwriter or dealer for the Common Shares purchased from the
Selling Shareholders, any discounts, commissions or concessions allowed or
reallowed or paid to dealers, the proposed selling price to the public and other
facts material to the transaction.
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
September 28, 1998, there were 6,507,554 Symix Common Shares outstanding. No
preferred shares are currently outstanding. The outstanding Common Shares
are, and the shares to be outstanding upon completion of this offering will
be, fully paid and nonassessable.
The following summary description does not purport to be complete and is
qualified in its entirety by reference to the Company's Amended Articles of
Incorporation, as amended (the "Articles") and Amended Regulations (the
"Regulations"), which are incorporated herein by reference.
COMMON SHARES
Each holders of Common Shares is entitled to one vote for each share held
of record on each matter submitted to a vote of shareholders. Holders of Common
Shares 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.
Holders of Common Shares on the applicable record date are entitled to
receive dividends when and if declared by the Board of Directors out of funds
legally available therefor on a pro rata basis, subject to the rights of holders
of any preferred shares that may be issued, as described below, and to any
contractual restrictions on the payment of dividends. The Company currently
intends to continue to retain earnings for use in its business and to pay no
cash dividends in the foreseeable future.
7
<PAGE>
Under Ohio law and the Articles, the affirmative vote of the holders of
shares entitled to exercise at least two-thirds (2/3) of the voting power of the
Company is necessary for certain corporate actions, including merger or
consolidation with another corporation, combination or majority share
acquisition, sale or other disposition of all or substantially all of the
Company's property and assets, voluntary dissolution of the Company or amendment
of the Articles.
Upon dissolution, liquidation or sale of all or substantially all the
assets of the Company, after payment in full of all amounts required to be paid
to creditors and to holders of outstanding preferred shares, if any, the holders
of Common Shares will be entitled to receive pro rata the remaining assets of
the Company available for distribution.
The holders of Common Shares do not have preemptive, subscription,
redemption or conversion rights and are not subject to further calls on
assessments by the Company.
PREFERRED SHARES
The Articles authorize the Company's Board of Directors to issue preferred
shares from time to time in one or more series. The Articles limit the voting
rights of a holder of preferred shares to one vote for each preferred share held
on each matter submitted to a vote of holders of preferred shares. The Board of
Directors is authorized to fix and determine the relative rights and preferences
of the shares of any series so established with respect to dividend or
distribution rights and the dates from which they are cumulative, liquidation
price, redemption rights and price, sinking fund requirements, conversion rights
and restrictions on the issuance of shares of any class or series.
The Board of Directors, without shareholder approval, could issue preferred
shares with voting and conversion rights which could adversely affect the voting
power of the holders of Common Shares. The Company has no present plans to
issue any preferred shares.
PROTECTION AGAINST NON-NEGOTIATED TAKEOVERS
Section 1701.831 of the Ohio General Corporation Law ("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 the corporation, unless the articles or code of regulations of
the corporation otherwise provide. The Articles provide that Section 1701.831
of the OGCL does not apply to control share acquisitions of the Company. 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 Securities Exchange Act of 1934, as
amended, and a person who, alone or with others, beneficially owns ten percent
or more of the voting power of the corporation. A corporation may provide in
its articles of incorporation that Chapter 1704 does not apply to the
corporation, and the Articles so provide.
TRANSFER AGENT
The transfer agent for the Common Shares is Fifth Third Bank, N.A.,
Cincinnati, Ohio.
8
<PAGE>
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 the time
and price favorable to the Company. Upon completion of the offering
contemplated by this Prospectus, and based upon the number of shares
outstanding as of September 28, 1998, the Company will have approximately
6,537,504 Common Shares outstanding, all of which will be eligible for sale
in the public market following the offering, except for 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 of 1933, as
Amended (the "Securities Act"), and Common Shares issued by the Company in
connection with the acquisition in November, 1997 of Pritsker Corporation
("Pritsker") to affiliates of Pritsker, which are eligible for resale subject
to the limitations of Rule 145 promulgated under the Securities Act.
In addition, approximately 95,000 Common Shares are issuable upon
conversion of outstanding Class A Shares held by the Selling Shareholders.
These Common Shares will be eligible for resale under Rule 144. The Selling
Shareholders also have the right to require the Company to file a registration
statement at any time for the resale of such Common Shares.
LEGAL MATTERS
Certain legal matters relating to the sale of the Common Shares being
offered hereby will be passed upon for the Company by Vorys, Sater, Seymour
and Pease LLP, Columbus, Ohio, counsel to the Company. As of September 28,
1998, the partners of and attorneys employed by Vorys, Sater, Seymour and
Pease, together with members of such partners' and attorneys' immediate
families, owned in the aggregate approximately 127,082 Common Shares.
EXPERTS
The consolidated financial statements and schedule of the Company appearing
in the Company's Annual Report (Form 10-K) for the year ended June 30, 1998,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report incorporated herein by reference. Such consolidated financial
statements and schedule are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
9
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES
IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT OR THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
--------------------
TABLE OF CONTENTS
<TABLE>
Page
----
<S> <C>
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 6
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . 7
Shares Eligible for Future Sale. . . . . . . . . . . . . . . . . . . . 9
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
34,768 COMMON SHARES
SYMIX SYSTEMS, INC.
_______
PROSPECTUS
October 16, 1998
_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10
