SYMIX SYSTEMS INC, S-3, 1998-09-29

SYMIX SYSTEMS INC
S-3, 1998-09-29
PREPACKAGED SOFTWARE

Previous: DREYFUS MASSACHUSETTS MUNICIPAL MONEY MARKET FUND, NSAR-A, 1998-09-29

Next: MERRILL LYNCH MULTI STATE LTD MATURITY MUN SERIES TRUST, NSAR-B, 1998-09-29

<PAGE>

As filed with the Securities and Exchange Commission on October __, 1998
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

SYMIX SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)

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

Ohio 31-1083175
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)

2800 CORPORATE EXCHANGE DRIVE, SUITE 400, COLUMBUS, OHIO 43231 (614) 523-7000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

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

WITH A COPY TO:
LAWRENCE W. DELEON IVERY D. FOREMAN
CHIEF FINANCIAL OFFICER VORYS, SATER, SEYMOUR AND PEASE LLP
SYMIX SYSTEMS, INC. 52 EAST GAY STREET
2800 CORPORATE EXCHANGE DRIVE COLUMBUS, OHIO 43215
SUITE 400 (614) 464-6322
COLUMBUS, OHIO 43231
(614) 523-7379
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. /X/
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. / /

CALCULATION OF REGISTRATION FEE

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
SECURITIES TO BE OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE FEE (2)
REGISTERED (1)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
no par value 30,000 $17.44 $523,200 $154.34
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Computed in accordance with rule 457(c) on the basis of the average of the
high and low sales prices per share for the Common Shares on September 24, 1998
as reported on the NASDAQ National Market System.

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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

SUBJECT TO COMPLETION, DATED OCTOBER __, 1998

SYMIX SYSTEMS, INC.
2800 CORPORATE EXCHANGE DRIVE
SUITE 400
COLUMBUS, OHIO 43231

PROSPECTUS
30,000 COMMON SHARES

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

All of the Common Shares, no par value , of Symix Systems, Inc. ("Symix" or
the "Company") offered hereby are being sold by the Selling Shareholders.

The Company's Common Shares are traded in the over-the-counter market and
are quoted on the National Association of Securities Dealers Automated Quotation
("NASDAQ") National Market System under the symbol "SYMX". The market price of
the Common Shares varies from time to time. The last reported sale price of the
Company's Common Shares as reported on the Nasdaq National Market System on
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 $__________. 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 __, 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
TO SHAREHOLDERS FOR THE FISCAL YEAR ENDED JUNE 30, 1998.

<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.

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.

<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.

<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>
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 . . . . . . . . . . . . . . 62,500(1) 1% 47,500(1) (2)
3430 South Service Road
Burlington, Ontario L7N 3T9
Canada

Richard Smart. . . . . . . . . . . . . . 62,500(1) 1% 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 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

<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 30,000 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.

<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.

<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.

<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.

<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>

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

30,000 COMMON SHARES

SYMIX SYSTEMS, INC.

_______

PROSPECTUS

_______, 1998
_______

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

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

<TABLE>

<S> <C>
Securities and Exchange Commission registration fee . . . . $154.34
Legal fees and expenses . . . . . . . . . . . . . . . . . . $
Accountants' fees and expenses. . . . . . . . . . . . . . . $
Miscellaneous expenses. . . . . . . . . . . . . . . . . . . $
-------
Total $
-------

</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio 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 attorneys' 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,

II-1

<PAGE>

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 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 with 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;

II-2

<PAGE>

(d) By the court of common pleas or the court in which the
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 of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the
director in which he agrees to do 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.

II-3

<PAGE>

(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 maybe 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.

Article Five of the Company's Amended Regulations governs indemnification
and provides further 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

II-4

<PAGE>

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 this 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 interest 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.

SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding:

(A) the corporation shall not indemnify any officer or director of
the corporation who was a party to any completed action or suit instituted
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 or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, in respect of any claim, issue or matter
asserted in such action or suit as to which he shall have been adjudged to
be liable for acting with reckless disregard for the best interests of the
corporation or misconduct (other than negligence) in the performance of his
duty to the corporation unless and only to the extent that the Court of
Common Pleas of Franklin County, Ohio or the court in which such action or
suit was brought shall determine upon application that, despite such
adjudication of liability, and in view of all the circumstances of the
case, he is fairly and reasonably entitled to such indemnity as such Court
of Common Pleas or such other court shall deem proper and

(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated by
this Section 5.02.

SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding, to the extent
that an officer or director of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred
to in Section 5.01, or in defense of any claim, issue or matter therein, he
shall be promptly indemnified by the corporation against expenses
(including, without limitation, attorneys fees, filing fees, court
reporters' fees and transcript costs) actually and reasonably incurred by
him in connection therewith.

II-5

<PAGE>

SECTION 5.04 DETERMINATION REQUIRED. Any indemnification required
under Section 5.01 and not precluded under Section 5.02 shall be made by
the corporation only upon a determination that such indemnification of the
officer or director is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 5.01. Such
determination may be made only (A) by a majority vote of a quorum
consisting of directors of the corporation who were not and are not parties
to, or threatened with, any such action, suit or proceeding, or (B) if such
a quorum is not obtainable or if a majority 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, or (C) by the
shareholders, or (D) by the Court of Common Pleas of Franklin County, Ohio
or (if the corporation is a party thereto) the court in which such action,
suit or proceeding was brought, if any; any such determination may be made
by a court under division (D) of this Section 5.04 at any time [including,
without limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been
denied or disregarded by the disinterested directors under division (A) or
by independent legal counsel under division (B) or by the shareholders
under division (C) of this Section 5.04]; and no failure for any reason to
make any such determination, and no decision for any reason to deny any
such determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by shareholders under
division (C) of this Section 5.04 shall be evidence in rebuttal of the
presumption recited in Section 5.01. Any determination made by the
disinterested directors under division (A) or by independent legal counsel
under division (B) of this Section 5.04 to make indemnification in respect
of any claim, issue or matter asserted in an action or suit threatened or
brought by or in the right of the corporation shall be promptly
communicated to the person who threatened or brought such action or suit,
and within ten (10) days after receipt of such notification such person
shall have the right to petition the Court of Common Pleas of Franklin
County, Ohio or the court in which such action or suit was brought, if any,
to review the reasonableness of such determination.

SECTION 5.05. ADVANCES FOR EXPENSES. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding
referred to in Section 5.01 shall be paid by the corporation in advance of
the final disposition of such action, suit or proceeding to or on behalf of
the officer or director promptly as such expenses are incurred by him, but
only if such officer or director shall first agree, in writing, to repay
all amounts so paid in respect of any claim, issue or other matter asserted
in such action, suit or proceeding in defense of which he shall not have
been successful on the merits or otherwise:

(A) if it shall ultimately be determined as provided in Section 5.04
that he is not entitled to be indemnified by the corporation as provided
under Section 5.01; or

II-6

<PAGE>

(B) if, in respect of any claim, issue or other matter asserted by or
in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for acting with reckless disregard for the best
interests of the corporation or misconduct (other than negligence) in the
performance of his duty to the corporation, unless and only to the extent
that the Court of Common Pleas of Franklin County, Ohio or the court in
which such action or suit was brought shall determine upon application
that, despite such adjudication of liability, and in view of all the
circumstances, he is fairly and reasonably entitled to all or part of such
indemnification.

SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
provided by this Article Five shall not be exclusive of, and shall be in
addition to, any other rights to which any person seeking indemnification
may be entitled under the Articles or the Regulations or any agreement,
vote of shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be
an officer or director of the corporation and shall inure to the benefit of
the heirs, executors, and administrators of such a person.

SECTION 5.07. INSURANCE. The 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 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, or agent of another corporation (domestic or foreign,
nonprofit or for profit) , 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 obligation or the power to indemnify him
against such liability under the provisions of this Article Five.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.

SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this Article
Five, and as examples and not by way of limitation:

(A) A person claiming indemnification under this Article 5 shall be
deemed to have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 5.01, or in defense of
any claim, issue or other matter therein, if such action, suit or
proceeding shall be terminated as to such person, with or without
prejudice, without the entry of a judgment or order against him, without a
conviction of him, without the imposition of a fine upon him and without
his payment or agreement to pay any amount in settlement thereof (whether
or not any such termination is based upon a judicial or other determination
of the lack of merit of the claims made against him or otherwise results in
a vindication of him); and

(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an

II-7

<PAGE>

employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" within the meaning of that term as used in
this Article Five.

SECTION 5.09. VENUE. Any action, suit or proceeding to determine a
claim for indemnification under this Article Five may be maintained by the
person claiming such indemnification, or by the corporation, in the Court
of Common Pleas of Franklin County, Ohio. The corporation and (by claiming
such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of
Franklin County, Ohio in any such action, suit or proceeding.

In addition, the Company has purchased directors' and officers' liability
insurance coverage under policies which insure its directors and officers with
respect to certain liabilities.

ITEM 16. EXHIBITS

<TABLE>
<S> <C>
5.1 Opinion of Vorys, Sater, Seymour and Pease LLP as to
the legality of the Common Shares being offered.

23.1 Consent of Ernst & Young LLP

23.3 Consent of Vorys, Sater, Seymour and Pease LLP
(included in Exhibit 5.1).

24.1 Powers of Attorney

</TABLE>

ITEM 17. UNDERTAKINGS

1. The undersigned Registrant hereby undertakes:

(a) to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:

(i) to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 and incorporated herein by reference;

II-8

<PAGE>

(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement, unless the information required to be included in such post-effective
amendment is contained in a periodic report filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference; and

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement, relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be in the
initial bona fide offering thereof;

(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and

(d) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

2. 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 15 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 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.

II-9

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on the 29th day of
September, 1998.

SYMIX SYSTEMS, INC.

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

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

<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
LAWRENCE J. FOX* Chairman of the Board of September 29, 1998
- ----------------------- Directors, Chief Executive Officer
LAWRENCE J. FOX (Principal Executive Officer)

STEPHEN A. SASSER* President, Chief Operating September 29, 1998
- ----------------------- Officer and Director
STEPHEN A. SASSER

/s/ Lawrence W. DeLeon
- ----------------------- Vice President, September 29, 1998
LAWRENCE W. DELEON Chief Financial Officer
and Secretary (Principal
Financial and
Accounting Officer)

LARRY L. LIEBERT* Director September 29, 1998
- -----------------------
LARRY L. LIEBERT

DUKE W. THOMAS* Director September 29, 1998
- -----------------------
DUKE W. THOMAS

JOHN T. TAIT* Director September 29, 1998
- -----------------------
JOHN T. TAIT

JAMES A. RUTHERFORD* Director September 29, 1998
- -----------------------
JAMES A. RUTHERFORD

*By /s/ Lawrence W. DeLeon
-----------------------
LAWRENCE W. DELEON
(ATTORNEY-IN-FACT)
</TABLE>

II-10

<PAGE>

INDEX OF EXHIBITS

<TABLE>
PAGE
<S> <C> <C>
5.1 Opinion of Vorys, Sater, Seymour and Pease LLP as
to the legality of the Common Shares being offered
[To be filed by amendment]

23.1 Consent of Ernst & Young LLP

23.3 Consent of Vorys, Sater, Seymour and Pease LLP (included
in Exhibit 5.1).

24.1 Powers of Attorney

</TABLE>

II-11

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 of Symix Systems, Inc. ("Symix") pertaining
to the registration of 30,000 common shares of Symix to be resold by certain
Selling Shareholders and to the incorporation by reference therein of our report
dated July 21, 1998 with respect to the consolidated financial statements and
schedule of Symix included in its Annual Report on Form 10-K for the year ended
June 30, 1998, filed with the Securities and Exchange Commission.

[Ernst & Young LLP]

Columbus, Ohio
September 28, 1998

<PAGE>
EXHIBIT 24.1

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, a Registration
Statement on Form S-3 for the registration of certain of its Common Shares for
resale by certain shareholders of the Company, 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 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 25th day of August, 1998.

/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, a Registration
Statement on Form S-3 for the registration of certain of its Common Shares for
resale by certain shareholders of the Company, hereby constitutes and appoints
Lawrence W. DeLeon his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign such Registration Statement and any or
all amendments 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 attorney-in-fact and
agent, 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
attorney-in-fact and agent 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 25th day of August, 1998.

/s/ Stephen A. Sasser
-----------------------------------------------
Stephen A. Sasser
President, Chief Operating 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, a Registration
Statement on Form S-3 for the registration of certain of its Common Shares for
resale by certain shareholders of the Company, hereby constitutes and appoints
Stephen A. Sasser his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign such Registration Statement and any or
all amendments 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 attorney-in-fact and
agent, 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
attorney-in-fact and agent 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 17th day of August, 1998.

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

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 20th day of August, 1998.

/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 15th day of August, 1998.

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

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 18th day of August, 1998.

/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 20th day of August, 1998.

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