<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Symix Systems, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------
(5) Total fee paid:
----------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------
(3) Filing Party:
-------------------------------------------------------
(4) Date Filed:
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<PAGE>
[LOGO]
2800 CORPORATE EXCHANGE DRIVE
SUITE 400
COLUMBUS, OHIO 43231
TELEPHONE: (614) 523-7000
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 11, 1998
------------------------
To the Shareholders of
SYMIX SYSTEMS, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Symix
Systems, Inc. ("Symix") will be held at 2800 Corporate Exchange Drive, Columbus,
Ohio, on Wednesday, November 11, 1998, at 9:00 a.m. (local time) for the
following purposes:
1.To elect six (6) directors, each to serve for a term of one year and until
his successor is duly elected and qualified or his earlier resignation,
removal from office or death.
2.To consider the approval of an amendment to Section 6 of the Symix
Systems, Inc. Employee Stock Purchase Plan (the "Plan") in order to
eliminate the exclusion of certain "highly compensated employees" (as
defined in the Plan) from participation in the Plan.
3.To transact such other business as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on September 25, 1998,
are entitled to notice of and to vote at the meeting or any adjournment thereof.
YOUR VOTE IS IMPORTANT
You are urged to date, sign and promptly return the enclosed Proxy so that
your shares may be voted in accordance with your wishes and so that the presence
of a quorum may be assured. The prompt return of your signed Proxy, regardless
of the number of shares you hold, will aid Symix in reducing the expense of
additional Proxy solicitation. You are cordially invited to attend the meeting,
and we request that you indicate your plans in this respect in the space
provided on the enclosed form of Proxy. If you do attend the meeting, you may
revoke your Proxy and vote in person.
By order of the Board of Directors
[SIGNATURE]
LAWRENCE W. DELEON,
SECRETARY
Columbus, Ohio
October 8, 1998
<PAGE>
[LOGO]
2800 CORPORATE EXCHANGE DRIVE
SUITE 400
COLUMBUS, OHIO 43231
TELEPHONE: (614) 523-7000
------------------------
PROXY STATEMENT
------------------------
GENERAL
This Proxy Statement and the accompanying form of Proxy are being furnished
in connection with the solicitation of proxies by the Board of Directors of
Symix Systems, Inc. ("Symix") to be used at the Annual Meeting of Shareholders
of Symix to be held on November 11, 1998 and at any adjournment or adjournments
thereof (the "Meeting"). Common shares, without par value, of Symix (the
"Shares") represented by properly executed proxies will be voted at the Meeting.
Where a choice is specified by the shareholder, the Proxy will be voted in
accordance with such choice. Each Proxy executed and returned by a Symix
shareholder for use at the Meeting may be revoked at any time insofar as it has
not been exercised by timely submission of written notice of revocation or by
submission of a duly executed Proxy bearing a later date (in either case,
directed to the Secretary of Symix) or by giving notice of revocation at the
Meeting.
This Proxy Statement and the accompanying form of Proxy are being mailed to
Symix shareholders on or about October 8, 1998.
The close of business on September 25, 1998, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting or any adjournment or adjournments thereof (the "Record Date"). On
the Record Date, there were outstanding and entitled to be voted 6,507,554
Shares.
Each shareholder is entitled to one vote for each Share held. Shareholders
do not have cumulative voting rights in the election of directors. To be
elected, nominees must receive a plurality of the votes cast by the holders of
Shares voted at the Meeting. The affirmative vote of a majority of the votes
cast at the Meeting is necessary to amend Section 6 of the Symix Systems, Inc.
Employee Stock Purchase Plan. The holders of Shares entitling them to exercise a
majority of the voting power of Symix will constitute a quorum for the Meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum.
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth the names and addresses of, and the number
and percentage of Shares beneficially owned as of the Record Date (except as
otherwise noted) by, the only persons known to Symix to beneficially own more
than 5% of the outstanding Shares:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------------------ -------------------- -----------
<S> <C> <C>
Lawrence J. Fox
2800 Corporate Exchange Drive
Suite 400
Columbus, Ohio 43231 2,238,598(1) 33.4%
Stephen A. Sasser
2800 Corporate Exchange Drive
Suite 400
Columbus, Ohio 43231 386,000(2) 5.6%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------------------ -------------------- -----------
<S> <C> <C>
Roundwood Capital, L.P.
25800 Science Park Drive #150
Beechwood, Ohio 44122 340,000(3) 5.2%
</TABLE>
- ------------
(1) See note 1 and note 2 to next table.
(2) See note 1 and note 5 to next table.
(3) See note 4 to next table. Based on information set forth in a Schedule
13D filed by Roundwood Capital, L.P. and dated September 17, 1996.
The following table sets forth, as of the Record Date, certain information
with respect to the Shares owned beneficially by each director of Symix, each
nominee for election as a director of Symix, each executive officer of Symix
named in the Summary Compensation Table herein and by all directors and
executive officers of Symix as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS
- ---------------------------------------------------------- ---------------------- -----------
<S> <C> <C>
Lawrence J. Fox........................................... 2,238,598(2) 33.4%
John T. Tait.............................................. 0 *
Duke W. Thomas............................................ 40,638(3) *
Larry L. Liebert.......................................... 20,000(3) *
James A. Rutherford....................................... 105,000(4) 1.6%
Stephen A. Sasser......................................... 386,000(5) 5.6%
Lawrence W. DeLeon........................................ 69,000(6) 1.1%
Otto Offereins............................................ 55,000(7) *
Stephen A. Yount.......................................... 51,000(8) *
All directors and executive officers as a group (13
persons)................................................ 2,996,986(9) 40.9%
</TABLE>
- ------------
* Represents less than 1% of the outstanding Shares.
(1) Each named beneficial owner has sole voting and investment power with
respect to the Shares listed, except as otherwise noted.
(2) Includes 1,939,824 Shares as to which Mr. Fox has sole voting and
investment power; 110,774 Shares as to which Mr. Fox shares voting and
investment power with his wife and 188,000 Shares subject to options
exercisable within sixty days.
(3) Includes 20,000 Shares subject to options exercisable within sixty
days.
(4) Includes 20,000 Shares subject to options exercisable within sixty
days. Does not include 340,000 Shares held by Roundwood Capital L.P., of
which Mr. Rutherford is a limited partner.
(5) Includes 370,000 Shares subject to options exercisable within sixty
days.
(6) Includes 60,000 Shares subject to options exercisable within sixty
days.
(7) Includes 55,000 Shares subject to options exercisable within sixty
days.
(8) Includes 50,000 Shares subject to options exercisable within sixty
days.
(9) Includes Shares beneficially owned by all directors, executive
officers named in the Summary Compensation Table, and executive officers
not named in the Summary Compensation Table. Includes 811,250 Shares
subject to options exercisable within sixty days.
2
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, the Board of Directors proposes the election of six (6)
directors, each to hold office until the 1999 annual meeting of Symix
shareholders or until his successor is duly elected and qualified or his earlier
resignation, removal from office or death. It is the intention of the persons
named as Proxies in the enclosed form of Proxy to vote the Shares they represent
for the election as directors of the persons named in the following table unless
the Proxy is marked to indicate that such authorization is expressly withheld.
In case any person named in the table is unable to serve or unwilling to accept
nomination or election (which is not anticipated), the persons named as Proxies
in the enclosed Proxy may vote the Shares they represent for one or more
substitute nominees as designated by the present Board of Directors. Under Ohio
law and Symix's Code of Regulations, the six nominees receiving the greatest
number of votes will be elected as directors. Shares as to which the voting
authority is withheld will be counted for quorum purposes but will not be
counted towards the election of directors, or toward the election of individual
nominees specified in the form of Proxy.
THE BOARD OF DIRECTORS OF SYMIX RECOMMENDS A VOTE
IN FAVOR OF EACH NOMINEE LISTED BELOW.
<TABLE>
<CAPTION>
DIRECTOR OF
NAME AGE PRINCIPAL OCCUPATIONS SYMIX SINCE
- ---------------------------------------------- --- ---------------------------------------------- -------------
<S> <C> <C> <C>
Lawrence J. Fox............................... 42 Chairman of the Board and Chief Executive 1984
Officer of Symix
Larry L. Liebert.............................. 53 Chairman of the Board and Chief Executive 1993
Officer of L Corporation
Stephen A. Sasser............................. 49 President and Chief Operating Officer of Symix 1995
John T. Tait.................................. 50 Of Counsel, Enz & Sequin 1985
Duke W. Thomas................................ 61 Partner, Vorys, Sater, Seymour and Pease LLP 1988
James A. Rutherford........................... 52 President of Wingset Inc. 1995
</TABLE>
Mr. Fox founded Symix in 1979 as a sole proprietorship. He has held his
present offices since Symix was incorporated in 1984. He also served as
Treasurer until 1989.
Mr. Liebert has been the Chairman and Chief Executive Officer of L
Corporation, a parent/holding company for selected businesses in the wholesale,
distribution and manufacturing industries, since it was formed in 1990. From
1965 to 1987, Mr. Liebert held various positions at Liebert Corporation, an
international manufacturer and distributor of computer support systems products,
including President from 1981 to 1987 and Chairman of the Board from 1984 to
1987. In 1987, Liebert Corporation was acquired by and became a subsidiary of
Emerson Electric Company, which designs, manufactures and sells a broad range of
electrical and electronic products and systems. Mr. Liebert served as an Emerson
Group Vice President as well as Chairman of Liebert Corporation until 1990.
Mr. Sasser joined Symix in July, 1995 as President and Chief Operating
Officer. He also is a director of ViaServ, Inc., a provider of system management
utility tools, and a director of Endura, Inc., which is engaged in the
distribution and order management business. From October, 1994 to June, 1995,
Mr. Sasser served as Vice President of International Operations for Trilogy
Development Group, a provider of enterprise sales and marketing solutions. From
August, 1992 to October 1994, Mr. Sasser was Group Vice President of the Systems
Management Division and Pacific Rim Operations of Legent Corporation, a provider
of systems management software products and services ("Legent"). From April,
1987 through its acquisition by Legent in 1992, Mr. Sasser served as President
of the Data Center Management Division of
3
<PAGE>
Goal Systems International, Inc., which designed, developed, and marketed
systems management software products.
Mr. Tait has served of counsel to the law firm of Enz & Sequin since 1995.
From 1990 until 1995, Mr. Tait served as the Managing General Partner of B.P.A.
Consultants, an investment partnership in Columbus, Ohio. From 1987 until 1990,
he was a partner of F.M.G., a financial consulting firm. Prior thereto, Mr. Tait
served as Secretary and Treasurer of the Lowe Group, a financial services
holding company.
Mr. Thomas has been a partner of Vorys, Sater, Seymour and Pease LLP, a law
firm based in Columbus, Ohio, for more than five years. Mr. Thomas is also a
director of The Ohio Bar Liability Insurance Co.
Mr. Rutherford founded Wingset Inc., a private investment management
corporation, and has served as its President since 1992. Mr. Rutherford also
serves as Managing Director of Wingset Investments Ltd., a private management
investment corporation. Mr. Rutherford was Chairman of the Board from 1988 to
1991 and Chief Executive Officer from 1988 to 1990 of Goal Systems
International, Inc., which designed, developed and marketed systems management
software products. Mr. Rutherford is also a director of Ciber, Inc., a provider
of information technology consulting services, and a director of Alta Analytics,
Inc., which develops and markets data mining business solutions based on
advanced data visualization technology.
COMPENSATION, MEETINGS AND COMMITTEES OF DIRECTORS
For the fiscal year ended June 30, 1998, the compensation arrangement
between Symix and all directors who are not employees of Symix ("Outside
Directors") was as follows: $500 for each Board meeting attended; and $1,250 per
quarter. For the fiscal year ending June 30, 1999, it is anticipated that the
compensation arrangement between Symix and the Outside Directors will remain the
same. In addition, from time to time, the Outside Directors receive options to
acquire Shares under the Symix Systems, Inc. Stock Option Plan for Outside
Directors (the "Directors' Plan"). During the 1998 fiscal year, no options were
granted under the Directors' Plan. Employee directors did not in fiscal year
1998, and will not in fiscal year 1999, receive any additional compensation for
serving as a director.
During the last fiscal year, there were seven meetings of Symix's Board of
Directors. During such period, each of the directors attended at least 75% of
the aggregate of the total number of meetings of the Board of Directors and the
total number of meetings of all committees of the Board of Directors on which he
served.
The Board of Directors has an Audit Committee consisting of Lawrence J. Fox,
John T. Tait and Duke W. Thomas. The Audit Committee met once during the 1998
fiscal year. Its function is to review the adequacy of Symix's system of
internal controls and audit reports, to investigate the scope and adequacy of
the work of Symix's outside auditors and to recommend to the Board of Directors
a firm of accountants to serve as Symix's outside auditors.
The Board of Directors has a Compensation Committee consisting of Duke W.
Thomas, Larry L. Liebert, John T. Tait and James A. Rutherford, who are all of
the non-employee members of the Board of Directors. During fiscal 1998, the
principal functions of the Compensation Committee included (i) establishing and
reviewing the framework for compensation of Symix executive officers, (ii)
approving grants under the Symix stock option plans to executive officers and
employees, (iii) reviewing and acting on management's recommendations with
respect to employee compensation and benefits and (iv) reporting and making
recommendations to the Board of Directors as to such matters. During fiscal
1998, the Compensation Committee held one meeting.
Symix does not have a nominating committee separate from the Board of
Directors.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table shows, as to the Chief Executive Officer and the other
four most highly compensated executive officers of Symix whose salary plus bonus
exceeded $100,000, information concerning compensation paid for services to
Symix in all capacities during the fiscal year ended June 30, 1998, as well as
the total compensation paid to each such individual for Symix's two previous
fiscal years (if such person was the Chief Executive Officer or an executive
officer, as the case may be, during any part of such fiscal years).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ---------------
-------------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS(1) COMPENSATION ($)
- ------------------------------- --------- ----------- ----------- ------------------ --------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence J. Fox 1998 $ 275,000 None $ 53,025(2) None $ 32,750(5)
Chairman and CEO 1997 275,000 None 48,791(3) None 33,029(6)
1996 256,661 None 44,972(4) None 32,165(7)
Stephen A. Sasser 1998 $ 242,000 $ 173,800(8) None None $ 6,504(10)
President and COO 1997 225,427 174,500 None None 5,682(11)
1996 220,000 180,000 None 540,000(9) 1,833(12)
Stephen A. Yount 1998 $ 155,000 $ 167,510 None 15,000(14) $ 13,932(15)
Vice President of 1997 150,000 76,271 $ 23,122(13) None 13,840(16)
America's Field Operations
Lawrence W. DeLeon 1998 $ 144,167 $ 99,500 None 15,000(14) $ 5,437(12)
Vice President, CFO 1997 133,333 91,000 None 20,000(17) 4,950(12)
and Secretary 1996 105,573 69,360 None 80,000(18) 1,833(12)
Otto Offereins 1998 $ 138,667 $ 92,000 None 10,000(19) $ 4,300(12)
Vice President, 1997 130,833 69,190 None None 3,277(12)
General Manager of APS 1996 102,865 58,060 None 80,000(18) 1,819(12)
and ECC Division
</TABLE>
- ---------------
(1) Adjusted to reflect the two-for-one stock split effective September 10,
1996.
(2) Includes reimbursement of $26,222 for estimated taxes relating to
compensation received by the named officer during fiscal year 1998,
payment for automobile allowance for 12 months during fiscal year 1998,
club dues and tax preparation cost.
(3) Includes reimbursement of $17,052 for estimated taxes relating to
compensation received by the named officer during fiscal year 1997,
payment for automobile allowance for 11 months during fiscal year 1997
and club dues.
(4) Includes reimbursement of $13,331 for estimated taxes relating to
compensation received by the named officer during fiscal years 1996 and
1995, payment for automobile allowance for 16 months during fiscal
years 1996 and 1995 and club dues.
(5) Includes $28,000 paid for the premiums on split term life insurance on
the named officer and Symix's matching contribution to the 401(k)
Profit Sharing Plan of $4,750.
(6) Includes $28,000 paid for the premiums on split term life insurance on
the named officer and Symix's matching contribution to the 401(k)
Profit Sharing Plan of $5,029.
(7) Includes $28,000 paid for the premiums on split term life insurance on
the named officer and Symix's matching contribution to the 401(k)
Profit Sharing Plan of $4,165.
(8) Includes $15,800 paid for achievement of 105% of performance targets.
(9) Includes 400,000 Shares covered by an option granted in January, 1996,
and 140,000 Shares covered by an option granted in July, 1996, as
compensation for services rendered in fiscal year ended June 30, 1996
and the achievement of certain financial performance objectives.
(10) Includes $2,130 paid for the premiums on term life insurance on the
named officer and Symix's matching contribution to the 401(k) Profit
Sharing Plan of $4,374.
(11) Includes $2,130 paid for the premiums on term life insurance on the
named officer and Symix's matching contribution to the 401(k) Profit
Sharing Plan of $3,552.
5
<PAGE>
(12) Represents Symix's matching contribution to the 401(k) Profit Sharing
Plan for the named officer.
(13) Includes reimbursement of $8,081 for estimated taxes relating to
compensation received by the named officer during fiscal year 1997,
payment for relocation and club dues.
(14) Includes 15,000 Shares covered by an option granted in July, 1998 for
services rendered in fiscal year ended June 30, 1998 and the
achievement of certain financial performance objectives.
(15) Includes a reduction of $12,500 to the principal balance outstanding on
a loan made by Symix to the named officer, and Symix's matching
contribution of $1,432 to the 401(k) Profit Sharing Plan for the named
officer.
(16) Includes a reduction of $12,500 to the principal balance outstanding on
a loan made by Symix to the named officer, and Symix's matching
contribution of $1,340 to the 401(k) Profit Sharing Plan for the named
officer.
(17) Includes 20,000 Shares covered by an option granted in July, 1997 for
services rendered in fiscal year ended June 30, 1997 and the
achievement of certain financial performance objectives.
(18) Includes 20,000 Shares covered by an option granted in July, 1996 for
services rendered in fiscal year ended June 30, 1996 and the
achievement of certain financial performance objectives.
(19) Includes 10,000 Shares covered by an option granted in July, 1998 for
services rendered in fiscal year ended June 30, 1998 and the
achievement of certain financial performance objectives.
EMPLOYMENT AGREEMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
STEPHEN A. SASSER. Symix has an employment agreement dated July 5, 1995
with Stephen A. Sasser, President and Chief Operating Officer of Symix (the
"Agreement"). The initial term of the Agreement extends to July 5, 1999. The
Agreement, however, provides for automatic renewal for one additional year each
July 4 thereafter unless prior notice of non-renewal is given by Symix to Mr.
Sasser at least 150 days, or by Mr. Sasser to Symix at least 120 days, before
the expiration of the initial term or any extended term. Under the Agreement,
Mr. Sasser agrees to serve as President and Chief Operating Officer of Symix. He
further agrees to serve as a director of Symix and as an officer and/or director
of any of Symix's subsidiaries if elected as such.
The Agreement was amended by the parties in April, 1997 to provide for an
annual base salary of not less than $242,000 and additional compensation
pursuant to a bonus plan approved by the Compensation Committee of the Symix
Board of Directors (with an annual target bonus opportunity of $174,500 for
fiscal 1997 and $158,000 during the remaining term of the Agreement). Mr. Sasser
met the target bonus opportunity of $174,500 for fiscal 1997 and the $158,000
target bonus opportunity for fiscal 1998.
If Mr. Sasser's employment with Symix is terminated as the result of his
death or disability (as defined in the Agreement), or by Symix for cause (as
defined in the Agreement), then he will be entitled to receive his base salary
through the date of termination and bonus compensation as provided for under the
Agreement on a pro rata basis to the extent that Symix has achieved certain
annual targets and objectives. In the event of termination of Mr. Sasser's
employment by Symix other than for cause or disability (in each case, as defined
in the Agreement) or by Mr. Sasser within one year after a "change in control"
of Symix (as defined in the Agreement), in addition to the prorated base salary
and bonus compensation previously described, Mr. Sasser will be entitled to
receive an amount equal to his annual base salary, plus an amount equal to the
highest bonus earned by him under the terms of the Agreement for any fiscal year
prior to the date of termination, and other specified benefits. The Agreement
also provides for the grant of two separate options covering 400,000 and 140,000
Shares, respectively, to Mr. Sasser as additional consideration. An option for
400,000 Shares was granted to Mr. Sasser effective in January, 1996. An option
for an additional 140,000 Shares was granted to Mr. Sasser in July, 1996
pursuant to the terms of the Agreement.
Under the Agreement, if any of the compensation or other benefits paid to
Mr. Sasser upon termination of his employment by Symix without cause, or upon
termination of his employment by Mr. Sasser within a year after a change in
control of Symix, result in additional tax to him under Section 4999 of the
Internal Revenue Code, then Symix is required to make an additional payment to
him so as to provide Mr. Sasser with the benefits he would have received in the
absence of such tax.
The Agreement also requires Symix to maintain a policy of insurance on Mr.
Sasser's life in the amount of $1 million, the proceeds of which policy to be
payable upon his death to beneficiaries designated by Mr. Sasser or to his
estate if no such designation is made.
6
<PAGE>
LAWRENCE W. DELEON. Symix has agreed to give at least six months prior
notice of termination to Lawrence W. DeLeon, Vice President, Chief Financial
Officer and Secretary of Symix, in the event his termination of employment
occurs within a year after a change in control of Symix and, during such one-
year period, Mr. DeLeon does not retain positions with Symix which are the same
or comparable to those held by him prior to such change in control.
MISCELLANEOUS. In addition, awards of stock options to Symix employees,
including the named executive officers, generally will vest upon a change in
control of Symix (as defined in Symix's employee stock option agreements).
CERTAIN TRANSACTION.
Pursuant to an offer letter dated May 6, 1996, Symix made a loan of $100,000
(the "Loan") to Stephen A. Yount, Vice President of America's Field Operations
at Symix, in February, 1997. Interest is payable on the Loan at the rate of 5%
per annum. The Loan is secured by a second mortgage in favor of Symix on real
property located in Franklin County, Ohio. The Loan is required to be paid in
full no later than October 1, 2000, provided that, the principal amount of the
Loan will be reduced cumulatively by increments of $12,500 on June 30 of each
fiscal year from 1997 to 2000 for which Mr. Yount meets or exceeds 75% of the
annual sales quota for new license revenue for Symix products assigned to him
for such fiscal year. The principal amount of the Loan will be reduced to
$50,000 immediately in the event Mr. Yount's employment with Symix and its
subsidiaries is terminated by Symix and such subsidiaries. Mr. Yount exceeded
75% of his annual sales quota for new license revenue for fiscal years 1997 and
1998, respectively.
STOCK OPTION GRANTS AND EXERCISES.
The following table sets forth certain information with respect to stock
options awarded during fiscal year 1998 to executive officers named in the
Summary Compensation Table. These option grants are also reflected in the
Summary Compensation Table. In accordance with Securities and Exchange
Commission ("Commission") rules, the hypothetical realizable values for each
option grant are shown based on compound annual rates of stock price
appreciation of 5% and 10% from the grant date to the expiration date. The
assumed rates of appreciation are prescribed by the Commission and are for
illustration purposes only; they are not intended to predict future stock
prices, which will depend upon market conditions and Symix's future performance
and prospects.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------------- ANNUAL RATES OF
NUMBER OF STOCK PRICE
SECURITIES % OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OPTION TERM
OPTIONS TO EMPLOYEES IN PRICE ($/ EXPIRATION --------------------
NAME GRANTED (#) FISCAL YEAR SHARE)(1) DATE 5%($) 10%($)
- -------------------------------------- ------------- --------------- ------------ ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Lawrence J. Fox....................... -0- N/A N/A N/A N/A N/A
Stephen A. Sasser..................... -0- N/A N/A N/A N/A N/A
Stephen A. Yount...................... -0-(2) N/A N/A N/A N/A N/A
Lawrence W. DeLeon.................... 20,000(2) 7.8% $ 13.9375 7/28/07 $ 175,304 $ 444,256
Otto Offereins........................ -0-(3) N/A N/A N/A N/A N/A
</TABLE>
- ---------------
(1) Represents the market price of the Shares on the date of grant.
(2) Does not include 15,000 Shares covered by an option granted in July,
1998 for services rendered in fiscal year ended June 30, 1998 and the
achievement of certain financial performance objectives. The option
expires on July 6, 2008 and has an exercise price of $20.50 per Share.
The option vests 25% per year, on July 6 of each year, beginning July 6,
1999.
(3) Does not include 10,000 Shares covered by an option granted in July,
1998 for services rendered in fiscal year ended June 30, 1998 and the
achievement of certain financial performance objectives. The option
expires on July 6, 2008 and has an exercise price of $20.50 per Share.
The option vests 25% per year, on July 6 of each year, beginning July 6,
1999.
7
<PAGE>
Options granted to Symix executive officers vest and become exercisable in
increments of 25% on each anniversary of the grant date, provided the executive
officer continues in the employ of Symix, and provided further that, upon the
occurrence of certain change in control events (defined in the Symix stock
option agreements) all such options will become fully vested.
The following table shows the number of all vested (exercisable) and
unvested (not yet exercisable) stock options held by each executive officer
named in the Summary Compensation Table at the end of fiscal year 1998, and the
value of all such options that were "in the money" (i.e. the market price of the
Shares covered by the options was greater than the exercise price of the
options) at the end of fiscal year 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-
SHARES OPTIONS AT MONEY OPTIONS HELD AT
ACQUIRED VALUE FISCAL YEAR END (#) FISCAL YEAR END ($)
ON EXERCISE REALIZED ----------------------- ------------------------
NAME (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------------------- --------------- ------------- ----------------------- ------------------------
<S> <C> <C> <C> <C>
Lawrence J. Fox........................ -0- -0- 168,000/20,000 $2,640,000/$300,000
Stephen A. Sasser...................... -0- -0- 235,000/305,000 $3,818,450/$4,730,550
Stephen A. Yount....................... -0- -0- 50,000/50,000 $670,250/$670,250
Lawrence W. DeLeon..................... -0- -0- 35,000/65,000 $522,650/$786,700
Otto Offereins......................... -0- -0- 35,000/45,000 $522,650/$652,950
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Symix Compensation Committee consisted during fiscal 1998 of Messrs.
Tait, Liebert, Rutherford and Thomas, who are all of the non-employee members of
the Symix Board of Directors. Mr. Thomas is a partner of the law firm of Vorys,
Sater, Seymour and Pease LLP. Symix used during fiscal 1998, and anticipates
that it will continue to use, the services of such firm.
IN ACCORDANCE WITH RULES PROMULGATED BY THE COMMISSION, THE INFORMATION
INCLUDED UNDER THE CAPTIONS "REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS ON EXECUTIVE COMPENSATION" AND "PERFORMANCE GRAPH" WILL NOT BE
DEEMED TO BE FILED OR TO BE PROXY SOLICITING MATERIAL OR INCORPORATED BY
REFERENCE IN ANY PRIOR OR FUTURE FILINGS BY SYMIX UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The compensation of Symix's executive officers generally is determined by
the Compensation Committee of the Symix Board of Directors ("Compensation
Committee"). It also approves, by direct action or through delegation,
participation in, and awards and grants under, the Symix employee stock option
plans and stock purchase plan. Each member of the Compensation Committee is a
director who is not an employee of Symix or any of its subsidiaries and is not
eligible to participate in any of the employee benefit plans that the
Compensation Committee administers. The Compensation Committee met one time in
fiscal year 1998. The following report with respect to certain compensation paid
or awarded to Symix's executive officers during fiscal year 1998 is furnished by
the directors who comprised the Symix Compensation Committee.
8
<PAGE>
GENERAL POLICIES
Symix's compensation programs are intended to enable Symix to attract,
motivate, reward, and retain the management talent required to achieve its
corporate objectives in a rapidly changing industry, and thereby increase
shareholder value. It is Symix's policy to provide incentives to its senior
management to achieve these objectives and to reward exceptional performance and
contributions to the development of Symix's business. To attain these
objectives, Symix's executive compensation program includes a base salary,
coupled with a bonus incentive component which is based on the performance of
Symix described below, and various other benefits including medical and 401(k)
plan contributions generally available to all employees of Symix. Significant
emphasis is given to the variable components of total compensation in order to
reinforce the relationship between financial reward and the achievement of
management objectives.
The Compensation Committee annually establishes the base salaries which will
be paid to Symix's executive officers during the year. In setting base salaries,
the Compensation Committee takes into account certain factors, such as current
compensation, financial performance of Symix and qualitative factors bearing on
an individual's experience, responsibilities, management, leadership abilities
and job performance.
During the last fiscal year, the executive officers and other management
employees of Symix ("Participants") participated in a compensation plan based
upon the performance of Symix (the "Bonus Plan"). Performance targets were
established by the Compensation Committee for executive officers and by the
executive officers for all other Participants. Total targeted compensation was
determined based on average compensation levels for the industry. Generally, a
Participant earned a base salary plus an annual bonus based upon the performance
of Symix as reflected by Symix's operating revenues and earnings per share for
the year in relation to its financial plan for the year (the "Annual Bonus").
The earnings per share for the year was required to be at least ninety percent
(90%) of the targeted earnings per share before any Annual Bonus is paid. The
Annual Bonus was paid after the release of earnings for the fiscal year. Some
executive officers also were eligible for a quarterly bonus based on achieving
quarterly revenue and profit targets and/or achieving predefined objectives
approved by the Compensation Committee. The quarterly bonuses were paid within
sixty (60) days following the quarter.
Many of Symix's employees, including its executive officers, also are
eligible to be granted stock options periodically in order to more directly
align their interests with the long-term financial interests of Symix's
shareholders. The Compensation Committee believes that the grant of stock
options is an effective means of linking the compensation of executive officers
to increases in shareholder wealth as is reflected in the market price of
Shares.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee analyzes and considers the same factors in
determining the base salary of Symix's Chief Executive Officer as it does for
the other Symix executive officers, including historical compensation and scope
of responsibilities. Mr. Fox's base salary did not increase in fiscal year 1998
over fiscal year 1997. Mr. Fox did not receive any performance based incentive
cash compensation during the last fiscal year.
THE COMPENSATION COMMITTEE:
James A. Rutherford
John T. Tait
Duke W. Thomas
Larry L. Liebert
9
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total returns
on (i) the Shares, (ii) the Nasdaq Stock Market Index and (iii) the Nasdaq
Computer and Data Processing Stock Market Index for the five year period ended
June 30, 1998.
Information reflected on the performance graph assumes an investment of $100
on June 30, 1993 in each of the Shares, the Nasdaq Stock Market Index and the
Nasdaq Computer and Data Processing Stock Market Index. Cumulative total return
assumes reinvestment of dividends. Symix is not among the companies included in
the Nasdaq Computer and Data Processing Stock Market Index. Symix has not
identified any published industry index of stock performance which includes
Symix or software companies comparable to it. The stock price performance shown
on the graph is not necessarily indicative of future price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
SYMIX SYSTEMS, INC. NASDAQ STOCK MKT (US) NASDAQ COMPUTER & DATA
<S> <C> <C> <C>
Return
6/30/93 $100 $100 $100
6/30/94 $132 $101 $100
6/30/95 $103 $135 $164
6/30/96 $203 $173 $217
6/30/97 $297 $210 $274
6/30/98 $532 $278 $415
</TABLE>
10
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Symix executive officers and directors, and persons who beneficially own more
than 10% of the outstanding Shares, to file initial reports of ownership and
reports of changes in ownership of their equity securities of Symix with the
Commission and the National Association of Securities Dealers, Inc. Symix
executive officers, directors and greater than 10% beneficial owners are
required by Commission regulations to furnish Symix with copies of all Section
16(a) forms filed by them. Other than as described in the following paragraph,
and based solely on a review of the copies of such forms furnished to Symix and
written representations from Symix's executive officers and directors, Symix
believes that all Section 16(a) filing requirements applicable to its executive
officers, directors and greater than 10% beneficial owners were complied with
for fiscal 1998.
Stephen A. Yount purchased 300 Shares on February 2, 1998, in a transaction
that should have been reported on a Form 4 by March 10, 1998. Mr. Yount reported
the purchase of such Shares on a Form 4 on April 9, 1998. Robert D. Williams
exercised stock options for 5,000 Shares on each of May 12, 1998 and May 21,
1998. Mr. Williams subsequently sold those Shares in transactions that took
place on May 18, 1998 (sale of 5,000 Shares), May 22, 1998 (sale of 2,000
Shares) and May 29, 1998 (sale of 3,000 Shares). These transactions should have
been reported on a Form 4 by June 10, 1998. Mr. Williams reported these
transactions on a Form 5 on August 14, 1998. Lawrence W. DeLeon was granted a
stock option for 20,000 Shares in July, 1997. The acquisition of the stock
option should have been reported on a Form 5 by August 14, 1998. Mr. DeLeon
reported the acquisition of the stock option on October 2, 1998.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Meeting, six (6) directors will be elected to hold office, each until
the 1999 annual meeting of Symix shareholders and until his successor is duly
elected and qualified or until his earlier resignation, removal from office or
death. The persons named as Proxies in the enclosed form of Proxy intend to vote
the Shares represented thereby for the election of the nominees named therein,
unless the Proxy is marked to indicate that such authorization is expressly
withheld.
VOTE REQUIRED The holder of each Share entitled to be voted at the Meeting
is entitled to one vote per Share on all matters, including the election of
directors. The six nominees receiving the largest number of votes will be
elected as directors of Symix. Shares as to which the authority to vote is
withheld and broker non-votes are not counted toward the election of directors
or toward election of the individual nominees specified in the Proxy.
PROPOSAL 2
SYMIX SYSTEMS INC. EMPLOYEE STOCK PURCHASE PLAN
INTRODUCTION
The Symix Systems, Inc. Employee Stock Purchase Plan (the "Plan") was
approved by the Board of Directors of Symix on February 16, 1996 and by the
shareholders of Symix on July 8, 1996. The Plan provides for the purchase of
Shares by eligible employees of Symix and/or its subsidiaries through payroll
deductions.
Section 6 of the Plan, as originally adopted, excludes from participation in
the Plan all "highly compensated employees". "Highly compensated employees"
include those employees of Symix or a subsidiary of Symix that (i) have a base
salary in excess of $100,000 (United States) per year or (ii) own greater than
5% of the total combined voting power or value of all classes of shares of Symix
or a subsidiary of Symix.
11
<PAGE>
The Board of Directors has determined that it would be in the best interests
of Symix to amend Section 6 of the Plan by eliminating the exclusion of
employees with a base salary in excess of $100,000 (United States) per year,
thereby making such employees eligible to participate in the Plan. The Plan
would continue to exclude from participation in the Plan those employees owning
greater than 5% of the total combined voting power or value of all classes of
Shares of Symix or a subsidiary of Symix. As proposed, Section 6 of the Plan
would be amended to read as set forth in Appendix B.
The principle features of the Plan are discussed below. A copy of the Plan
as currently in effect is included as Appendix A to this Proxy Statement. A copy
of the proposed amendment to Section 6 of the Plan is included as Appendix B to
this Proxy Statement.
SUMMARY OF THE PLAN
PURPOSE OF THE PLAN. The purpose of the Plan is to provide eligible
employees of Symix and/or its subsidiaries with an opportunity to acquire an
equity interest in Symix through the purchase of Shares, and thus develop an
incentive to remain with Symix and/or its subsidiaries, and to provide a means
for employees to share in the future success of Symix. The proceeds from the
Plan provide additional capital for Symix and are used for general corporate
purposes. The Plan is intended to qualify as an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"),
and the options issued pursuant to the Plan are intended to constitute options
issued pursuant to an "employee stock purchase plan" within the meaning of
Section 423 of the Code.
The Plan is administered by the Compensation Committee. The Plan is
conducted in separate offerings not to exceed one year each. Subject to
termination of the Plan, the Compensation Committee determines the date on which
each offering under the Plan will commence. A total of 200,000 shares (subject
to adjustment due to stock dividends, recapitalization, merger, consolidation,
split-up, combination or similar events) have been reserved for issuance under
the Plan.
The first offering under the Plan commenced on March 1, 1996 and ended on
December 31, 1996. Upon completion of the first offering, a total of 27,078
Shares had been purchased under the Plan by a total of 72 employees
participating in the Plan.
The second offering under the Plan commenced on January 2, 1997 and ended on
December 31, 1997. Upon completion of the second offering, a total of 36,280
Shares had been purchased under the Plan by a total of 113 employees
participating in the Plan.
A third offering under the Plan commenced on January 2, 1998 and will end on
December 31, 1998. All Shares reserved for issuance under the Plan (but not
purchased during the prior offerings) are available for purchase during the
current offering.
ELIGIBILITY. Participation in the Plan is completely voluntary. Any
employee of Symix and/or a subsidiary of Symix who is employed by Symix and/or
such subsidiary on the effective date of an offering under the Plan, and who is
or will be customarily employed by Symix and/or a subsidiary of Symix for more
than twenty (20) hours per week and for more than five (5) months per year, may
participate in offerings under the Plan. However, "highly compensated employees"
and all directors and officers of Symix are not eligible to participate in
offerings under the Plan.
Under the Plan, "highly compensated employees" currently include those
employees of Symix (or a subsidiary of Symix) who have (i) a base salary in
excess of $100,000 (United States) per year or (ii) who individually own greater
than 5% of the total combined voting power or value of all classes of shares of
Symix or a subsidiary of Symix. In addition, an employee who has combined rights
to purchase Shares under employee stock purchase plans of Symix and/or its
subsidiaries which accrue at a rate exceeding $25,000 of fair market value of
Shares per year is not eligible to participate in an offering under the Plan
during each calendar year in which such combined rights exist. Symix estimates
that approximately 650 employees of Symix and/or its subsidiaries presently are
eligible to participate in offerings under the Plan.
12
<PAGE>
PAYROLL DEDUCTIONS. If an employee elects to participate in an offering
under the Plan, deductions are taken from the employee's salary or wages
(excluding commissions) during the offering period in amounts authorized by the
employee. The amount deducted from the employee's salary or wages (excluding
commissions) must be in whole dollars or percentages, must be at least $20.00
per month and must be less than or equal to 10% of the employee's base salary or
wages (excluding commissions). Payroll deductions for an employee are deposited
in a cash account maintained for the employee (the "Cash Account") by the
custodian for the Plan.
GRANT OF OPTIONS AND PURCHASE PRICE. Options to purchase Shares are granted
to participants who elect to participate in an offering. Such options are
exercisable on the last business day of the offering (the "Option Date"). The
total number of Shares subject to options on each Option Date may not exceed the
number of Shares authorized for issuance during the applicable offering. Options
granted for each offering terminate following the close of business on the
Option Date for the offering to the extent such Options are not exercised on the
Option Date.
The purchase price for a Share under each offering is determined by the
Compensation Committee prior to the first business day of the month designated
as the start of an offering (the "Effective Date") and is stated as a percentage
of the fair market value of the Shares on either the Option Date or the
Effective Date, whichever is the lesser, but the purchase price may not be less
than the lesser of ninety percent (90%) of the per Share fair market value of
the Shares as of the Effective Date for the offering or ninety percent (90%) of
the per Share fair market value of the Shares as of the Option Date for the
offering.
The per Share fair market value of a Share on any date will be the per Share
closing price of the Shares on Nasdaq on such date or, if no such sales of
Shares are made on such date, on the next preceding date on which sales of
Shares were made on Nasdaq. As of the Record Date, the closing price for Shares
as reported on the Nasdaq was $18.00 per Share.
EXERCISE OF OPTIONS. An option to purchase Shares under the Plan is
exercisable on its Option Date. Each participant in the Plan automatically and
without any act on his part is deemed to have exercised his option on the Option
Date to the extent that the amount in his Cash Account on the Option Date is
sufficient to purchase whole Shares. Fractional Shares are not issuable under
the Plan. Any remaining amount credited to a participant's Cash Account which is
not sufficient to purchase a whole Share remains in the participant's Cash
Account for use in the next offering unless withdrawn by the participant. If the
aggregate Cash Account balances of all participants on any Option Date exceeds
the amount required to purchase all of the Shares subject to options on the
Option Date ("Option Shares"), then the Option Shares are allocated pro rata
among the participants in the proportion that the number of Option Shares bears
to the number of Shares that could have been purchased with such aggregate
amount if an unlimited number of Shares were available for purchase. Any excess
balances in the Cash Accounts remains in the Cash Accounts for use in the next
offering unless withdrawn by the participants.
A separate Share account for each participant is maintained by the custodian
for the Plan and is credited with the number of Shares purchased by the
participant on each Option Date, subject to the right of withdrawal of the
Shares by the participant. Advest Bank is the custodian for the Plan.
TRANSFERABILITY OF OPTIONS. A participant may not assign, transfer, pledge
or otherwise dispose of any payroll deductions credited to his Cash Account or
any of his rights with regard to the exercise of an option or to receive Shares
under the Plan (except by will or pursuant to the laws of inheritance). Options
are exercisable during the participant's lifetime only by the participant. Any
attempt by a participant to assign, transfer, pledge or otherwise dispose of his
interest under the Plan will be null, void and of no effect.
DURATION AND AMENDMENT OF THE PLAN. The Plan will remain in effect until
(i) the purchase by participants of all of the Shares subject to the Plan; or
(ii) termination of the Plan by the Board of Directors of Symix, whichever
occurs first. Termination of the Plan will not affect options previously granted
under the Plan.
13
<PAGE>
The Compensation Committee may at any time make changes in or additions to
the Plan as the Compensation Committee deems advisable. However, except as
otherwise provided in the Plan or under applicable law, and except with respect
to changes or additions in order to make the Plan comply with Section 423 of the
Code, the Compensation Committee may not make any changes or additions which
would adversely affect options previously granted under the Plan and may not,
without approval of the shareholders of Symix, make any changes or additions
which would (a) increase the aggregate number of Shares subject to the plan or
which may be subscribed to by an employee, (b) decrease the minimum purchase
price for a Share, or (c) change any of the provisions of the Plan relating the
eligibility for participation in offerings.
ADMINISTRATION OF THE PLAN. The Plan is administrated by the Compensation
Committee, which is appointed by the Board of Directors and which must consist
of not less than three (3) members of the Board of Directors. Each member of the
Compensation Committee must be an outside director of Symix and is not eligible
to participate in the Plan.
Subject to the provisions of the Plan and such instructions and limitations
as may be established by the Board, the Compensation Committee is vested with
the authority to make, administer, interpret and rescind such rules and
regulations as it deems necessary to administer the Plan. Among other things,
the Compensation Committee determines the time and terms of offerings under the
Plan. Any determination, decision or action of the Compensation Committee in
connection with the construction, interpretation, administration or application
of the Plan is final, binding and conclusive upon all participants and any and
all persons claiming under or through any participant. The Compensation
Committee may delegate any portion of its authority to administer the Plan on a
day-to-day basis to such officers of Symix as it deems appropriate, except with
respect to discretionary decisions regarding participation in the Plan by any
executive officers or other persons subject to Section 16 of the Securities
Exchange Act of 1934. Except as otherwise provided herein, all costs of
administration of the Plan are borne by Symix.
PRIOR AMENDMENTS TO THE PLAN. On April 24, 1996, the Compensation Committee
approved certain amendments to Sections 7, 10 and 14 of the Plan which permit
the payment of accrued interest, if any, on a participating employee's Cash
Account upon (i) withdrawal from an Offering by a participating employee, (ii)
the closing of a Cash Account by a participating employee who chooses not to
participate in a subsequent Offering or (iii) refund of the proceeds in a
participating employee's Cash Account in the event of termination of employment
of the participating employee. In June, 1997, the Compensation Committee
appointed Advest Bank to succeed Society National Bank as custodian for the
Plan. The Plan, as amended by the Compensation Committee on April 24, 1996, is
included as Appendix A to this Proxy Statement.
VOTE REQUIRED. The holder of each Share entitled to be voted at the Meeting
is entitled to one vote per Share on all matters, including the amendment of
Section 6 of the Plan. The affirmative vote of the holders of not less than a
majority of the Shares entitled to be voted at the Meeting, present in person or
represented by Proxy, is required to approve the proposed amendment to the Plan.
For purposes of determining whether such a majority has been obtained,
abstentions mathematically will have the same effect as votes cast against the
proposal. Broker non-votes will have no effect in determining whether such a
majority has been obtained.
SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP has been selected to audit the books and accounts of Symix
and its subsidiaries for the current fiscal year. Ernst & Young LLP has audited
the books and accounts of Symix and its subsidiaries since 1984. Ernst & Young
LLP has advised that neither the firm nor any of its partners has any direct or
indirect financial interest in Symix or any of its subsidiaries. It is expected
that representatives of Ernst & Young LLP will be present at the Annual Meeting
with the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
14
<PAGE>
ANNUAL REPORT
The 1998 Symix Annual Report, which includes financial statements and
information concerning Symix's operations during the 1998 fiscal year,
accompanies this Proxy Statement.
SYMIX WILL PROVIDE, WITHOUT CHARGE, TO ANY PERSON SOLICITED (UPON WRITTEN OR
ORAL REQUEST OF SUCH PERSON), AN ADDITIONAL COPY OF SYMIX'S ANNUAL REPORT ON
FORM 10-K FOR ITS 1998 FISCAL YEAR, INCLUDING THE FINANCIAL STATEMENTS AND THE
FINANCIAL STATEMENT SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE COMMISSION.
SUCH REQUEST SHOULD BE ADDRESSED TO LAWRENCE W. DELEON, SECRETARY, SYMIX
SYSTEMS, INC., 2800 CORPORATE EXCHANGE DRIVE, SUITE 400, COLUMBUS, OHIO 43231,
(614) 523-7000.
OTHER MATTERS
Pursuant to applicable rules of the Commission, the enclosed form of Proxy
may confer discretionary voting authority with respect to any other matter
raised at the Annual Meeting, if Symix did not receive notice of such matter by
August 19, 1998. Symix has not received notice of any other matters to be
brought before the Annual Meeting. Accordingly, the persons named as Proxies in
the enclosed form of Proxy intend to vote the Shares represented thereby in
their discretion, as the Board of Directors may recommend, on any other matter
properly raised at the Annual Meeting.
The enclosed Proxy is being solicited by the Board of Directors of Symix,
and Symix will bear the cost of solicitation of Proxies. In addition to the use
of the mails, Proxies may be solicited by officers, directors and regular
employees of Symix, personally, by telephone, by telegraph or other
communication methods. No solicitation will be made by specially engaged
employees or other paid professional Proxy solicitors. Fifth Third Bank, the
share transfer agent for Symix, may conduct Proxy solicitations on behalf of
Symix and receive reimbursement for reasonable out-of-pocket expenses.
SHAREHOLDER PROPOSALS
Any qualified shareholder of Symix who intends to submit a proposal to Symix
shareholders at the 1999 Annual Meeting of Shareholders (the "1999 Annual
Meeting") must submit such proposal to Symix not later than June 10, 1999 to be
considered for inclusion in Symix' Proxy Statement and form of Proxy (the "Proxy
Materials") relating to that meeting. If a shareholder intends to present a
proposal at the 1999 Annual Meeting of Shareholders, but has not sought the
inclusion of such proposal in Symix's Proxy Materials, such proposal must be
received by Symix prior to August 24, 1999 or Symix's management proxies for the
1999 Annual Meeting will be entitled to use their discretionary voting authority
should such proposal then be raised, without any discussion of the matter in
Symix's Proxy Materials.
By Order of the Board of Directors
[SIGNATURE]
LAWRENCE W. DELEON,
SECRETARY
Dated: October 8, 1998
15
<PAGE>
APPENDIX A
SYMIX SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE OF THE PLAN. The purpose of the Symix Systems, Inc. Employee
Stock Purchase Plan (the "Plan") is to provide eligible employees of Symix
Systems, Inc. (the "Company") and/or its subsidiaries with an opportunity to
acquire an equity interest in the Company through the purchase of common shares
of the Company ("Common Shares"), and thus develop an incentive to remain with
the Company and/or its subsidiaries, and to provide a means for employees to
share in the future success of the Company. The proceeds from the Plan will
provide additional capital for the Company, which will be used for general
corporate purposes. It is the intention of the Company to have the Plan qualify
as an "employee stock purchase plan" under Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code"), and the Plan is to be construed
accordingly.
2. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee (the "Committee") consisting of not less than three members who shall
be appointed by, and shall serve at the pleasure of, the Board of Directors of
the Company. Each member of the Committee must be an outside director of the
Company and shall not be eligible to participate in the Plan. Subject to express
provisions of the Plan and to such instructions and limitations as the Board of
Directors of the Company may establish from time to time, the Committee shall
have the authority to prescribe, amend and rescind rules and regulations
relating to the Plan. The Committee may interpret the Plan and may correct any
defect or supply any omission or reconcile any inconsistency in the Plan to the
extent necessary for the effective operation of the plan. Any determination,
decision or action taken by the Committee on the matters referred to in this
paragraph shall be conclusive.
The Committee may delegate any portion of its authority to administer the
Plan on a day-to-day basis to such officers of the Company as it may deem
appropriate; provided that any discretionary decisions with respect to
participation in the Plan by any executive officers or other persons subject to
Section 16 of the Securities Exchange Act may be made only by the Committee.
3. EFFECTIVENESS OF THE PLAN. The Plan shall become effective on March 1,
1996.
4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Paragraph 17 herein, not more than 100,000 Common Shares of the Company shall be
offered under the Plan. The Common Shares subject to the Plan may be authorized
and unissued Common Shares or previously issued Common Shares acquired by the
Company and held as treasury shares.
5. OFFERINGS UNDER THE PLAN. After the Plan has become effective, one or
more "Offerings", as determined by the Committee, may be made to eligible
employees to purchase Common Shares subject to the Plan. The Offerings may be
consecutive or concurrent as determined by the Committee. With respect to each
Offering, the Committee shall specify an Offering Period and the maximum number
of Common Shares that may be purchased under the Offering. The Offering Period
shall not exceed twelve (12) months. Common Shares not sold under one Offering
may be offered again in any subsequent Offering.
The first business day of the month designated by the Committee as the start
of the Offering Period applicable to an Offering shall be the "Effective Date"
of such Offering under the Plan.
6. ELIGIBILITY. Subject to the terms of this Plan, any employee of the
Company (and any employee of any subsidiary of the Company which from time to
time may be designated by the Committee for inclusion in an Offering under the
Plan under Paragraph 20 hereof) who is employed by the Company at the Effective
Date of an Offering, and who is or will be customarily employed for more than
twenty (20) hours per week and for more than five (5) months per year, may
participate in Offerings under the Plan, with the exception that all highly
compensated employees and all directors and officers of the Company are not
eligible to participate in the Offerings under the Plan. For purposes of the
Plan, "highly compensated
1
<PAGE>
employees" are those employees of the Company or a subsidiary of the Company
that have a base salary in excess of $100,000 (U.S.) per year or own greater
than 5% of the total combined voting power or value of all classes of shares of
the Company or a subsidiary of the Company.
Nothing contained herein and no rules and regulations prescribed by the
Committee shall permit or deny participation in any Offering contrary to the
requirements of the Code (including, without limitation, Sections 423(b)(3),
423(b)(4) and 423(b)(8) thereof).
Nothing contained herein and no rules and regulations prescribed by the
Committee shall permit any employee to be granted an Option under the Plan:
(a) If, immediately after such Option is granted, such employee would own,
and/or hold outstanding options or rights to purchase, shares of the Company or
of any subsidiary of the Company possessing five percent (5%) or more of the
total combined voting power or value of all classes of shares of the Company or
such subsidiary; or
(b) Which permits an employee's rights to purchase Common Shares under all
employee stock purchase plans of the Company and of its subsidiaries to accrue
at a rate which exceeds Twenty-Five Thousand Dollars ($25,000.00) of fair market
value of Common Shares (determined as of the date such right is granted) for
each calendar year in which such right is outstanding at any time.
For the purpose of clause 6(a) above, the provisions of Section 424(d) of the
Code shall apply in determining the stock ownership of each employee. For the
purpose of Clause (b) above, the provisions of Section 423(b)(8) of the Code
shall apply in determining whether an employee's Options and other rights are
permitted to accrue at a rate in excess of the permitted rate.
7. PARTICIPATION IN OFFERINGS. Except as may be otherwise provided for
herein, each employee who is eligible for and elects to participate in an
Offering shall be granted Options for as many full Common Shares as he may elect
to purchase during that Offering, to be paid by payroll deductions during such
period; provided, however, that the amount elected must be in whole dollars or
percentages, the minimum deductions of an employee shall not be at a rate less
than Twenty Dollars ($20.00) per month and the maximum deductions shall not be
at a rate exceeding ten percent (10%) of the base salary of an employee. Subject
to this Paragraph 7, all such eligible employees shall be granted the same
rights and privileges under each such Offering.
The "Annual Enrollment Date" for any Offering shall be the Effective Date.
In order to participate in the Offering an eligible employee must enroll by
completing and forwarding (i) an "Enrollment/Change Form" to the Committee at
least twenty (20) days prior to the Annual Enrollment Date and (ii) an
"Authorization for Payroll Deductions" form to the appropriate payroll location
at least twenty (20) days prior to the Annual Enrollment Date for the Offering;
provided, however, that an eligible employee hired during the twenty (20) day
period prior to the Annual Enrollment Date may participate in the Plan by filing
an Enrollment/Change Form and Authorization for Payroll Deductions form on or
before such Annual Enrollment Date. Notwithstanding any provision contained
herein, for the initial Annual Enrollment Date for the Plan, the
Enrollment/Change Form and the Authorization for Payroll Deductions form must be
completed and forwarded prior to March 9, 1996, unless extended by the officers
of the Company. The Authorization for Payroll Deductions form will authorize a
regular payroll deduction from that employee's compensation during the Offering
Period applicable to that Offering, commencing with the Annual Enrollment Date
following timely receipt of such authorization. Payroll deductions may not be
retroactive.
The amounts withheld through such payroll deductions shall be credited to
each Participant's cash account (the "Cash Account"). The withholdings for each
calendar month from compensation of a Participant shall be made on a date or
dates specified by the Company (the "payroll deduction date(s)"). Such amounts
will be delivered to a custodian for the Plan selected by the Company (the
"Custodian") and held pending the purchase of Common Shares as described in
Paragraph 10 hereof.
2
<PAGE>
Subject to the other limitations of this Paragraph 7, a Participant may, by
written notice to the Company at least twenty (20) days prior to any payroll
deduction date, increase or decrease the amount of his payroll deduction as of
such payroll deduction date; provided, however, that a Participant's payroll
deduction may be changed only twice during any Offering.
Notwithstanding the foregoing, a Participant may by written notice to the
Company at least twenty (20) days prior to any payroll deduction date
discontinue payroll deductions as of such payroll deduction date. Payroll
deductions may not thereafter be resumed until the next Annual Enrollment Date.
A Participant may withdraw from the Offering entirely at any time prior to
the Option Date (as defined in Paragraph 8) for the Offering by delivering a
"Withdrawal Notice" to the Company. If such notice is received by the Company at
least twenty (20) business days prior to the Option Date, the Participant's Cash
Account balance will not be used to purchase Common Shares on the Option Date.
Instead, the Cash Account balance will be refunded to the Participant. The
Participant will not be eligible to re-enroll in that Offering, but may resume
participation on the Annual Enrollment Date for the next Offering. In addition,
the Committee may impose such other restrictions on the right to withdraw from
Offerings as it may deem appropriate.
8. GRANT OF OPTIONS. Options to purchase Common Shares shall be granted to
Participants who elect to participate in an Offering. Such Options may be
exercised on the last business day of the Offering (each such last business day
is referred to herein as an "Option Date"). The number of Common Shares subject
to Options on each Option Date shall not exceed the number of shares authorized
for issuance during the applicable Offering. Options granted for each Offering
shall terminate following the close of business on the Option Date for the
Offering to the extent such Options are not exercised on such Option Date.
9. INTEREST ON CASH ACCOUNTS. The payroll deductions and other funds held
in Participants' Cash Accounts shall bear interest at a rate as may be agreed
upon by the Company and the Custodian.
10. PURCHASE PRICE AND EXERCISE OF OPTIONS. The purchase price for a
Common Share under each Offering shall be determined by the Committee prior to
the Effective Date of each Offering and shall be stated as a percentage of the
fair market value of a Common Share on either the Option Date or the Effective
Date, whichever is the lesser, but the purchase price shall not be less than the
lesser of ninety percent (90%) of the per share fair market value of the Common
Shares as of the Effective Date for the Offering or ninety percent (90%) of the
per share fair market value of the Common Shares as of the Option Date for the
Offering.
The fair market value of a Common Share on any date shall be the closing
price per share of the Common Shares on the NASDAQ National Market System or on
any national stock exchange on such date or, if no such sales of Common Shares
are made on such date, on the next preceding date on which sales of Common
Shares were made on NASDAQ or on any national stock exchange.
Each Option shall be exercised on the Option Date with respect to such
Option. Each Participant automatically and without any act on his part will be
deemed to have exercised an Option on each Option Date to the extent that the
amount in his Cash Account on such Option Date is sufficient to purchase whole
Common Shares on the Option Date. Fractional Common Shares will not be issued
under the Plan. Any remaining amount credited to a Participant's Cash Account
which is not sufficient to purchase a whole Common Share shall remain in such
Participant's Cash Account for use in the next Offering unless withdrawn by the
Participant.
The Company shall deliver to the Custodian as soon as practicable after each
Option Date a certificate for the total number of whole Common Shares purchased
by all Participants on such Option Date. If the aggregate Cash Account balances
of all Participants on any Option Date exceeds the amount required to purchase
all of the Common Shares subject to Options on that Option Date, then the Option
Shares (as defined in Paragraph 18 hereof), shall be allocated as provided in
Paragraph 18 hereof.
3
<PAGE>
The Custodian shall establish and maintain a separate share account for each
Participant (a "Share Account"), which shall be credited with the number of
whole Common Shares purchased on each Option Date by each Participant. A
Participant may withdraw the Common Shares credited to his Share Account on a
first-in-first-out basis by written notice to the Custodian at least twenty (20)
days prior to an Annual Enrollment Date. A Participant may withdraw all or a
portion of the Common Shares which were credited to his Share Account on or
prior to the Option Date immediately preceding such Annual Enrollment Date. A
Participant will be charged a fee by the Custodian for each such withdrawal. The
amount of such fee shall be as agreed from time to time by the Custodian and the
Company. The initial fee shall be $5.00 per withdrawal. The Custodian shall
deliver to such Participant a share certificate issued in his name for the
number of whole Common Shares he wishes to withdraw from his Share Account. At
least annually, there shall be delivered to each Participant a statement of his
Share Account showing the number of Common Shares purchased during the preceding
twelve months (or lesser period of existence of the Offering), the Option prices
paid for the Common Shares, the dates of purchase of the Common Shares, and the
amount to be included in the ordinary income of the Participant at such time as
the Common Shares are sold, as prescribed by Section 423(c) of the Code.
Society National Bank, N.A. shall be the initial Custodian. The Company may
remove any Custodian, and any Custodian may resign, upon 60 days' notice in
writing to the other party, as the case may be. Any successor Custodian shall be
appointed by the Company. The Company shall pay all fees and costs of the
Custodian as agreed between the Company and the Custodian from time to time,
except for the withdrawal fees payable by Participants as described above.
The Company may, at any time after the end of an Offering Period, close the
Cash Accounts of employees not participating in another Offering under the Plan,
in which case any balance in such Cash Accounts which constitutes the
Participants' payroll deductions will be refunded to the employees. Any balance
remaining in the Cash Account of a Participant after the end of an Offering
Period shall remain in the Participant's Cash Account for use in the next
Offering.
The Company may, at any time after the end of an Offering Period, close the
Share Accounts related to such Offering, in which case the Custodian shall
deliver to each Participant in that Offering a share certificate issued in his
name for the number of whole Common Shares credited to his Share Account,
without charging a withdrawal fee.
11. REGISTRATION OF CERTIFICATES. Common Shares withdrawn by Participants
will be registered, and share certificates therefor will be issued, only in the
name of the Participant.
12. RIGHTS AS SHAREHOLDERS. With respect to Common Shares subject to an
Option, pending exercise of such Option, the Participant shall not be deemed to
be a shareholder and shall not have any of the rights or privileges of a
shareholder. A Participant who has exercised an Option shall have the rights and
privileges of a shareholder immediately following such exercise.
13. USE OF PLAN FUNDS. Subject to Paragraph 10 hereof, all amounts
received by the Company upon exercise of Options granted under the Plan may be
used for any corporate purpose or purposes of the Company.
14. TERMINATION OF EMPLOYMENT. If the employment of a Participant
terminates for any reason, including death, disability, retirement or other
cause, his participation in the Plan automatically and without any act on his
part shall terminate as of the date of termination of his employment. As soon as
practicable following the Participant's termination of employment, the Company
shall refund to such Participant (or beneficiary, in the case of the
Participant's death) any and all amount in his Cash Account and the Custodian
shall deliver to such Participant a share certificate issued in his name for the
number of whole Common Shares credited to his Share Account through prior
Offerings.
15. RESTRICTION UPON ASSIGNMENT. Options granted to a Participant under
the Plan shall not be transferable (including pledge or hypothecation), and
shall be exercisable during the Participant's lifetime
4
<PAGE>
only by the Participant. The Company shall not recognize and shall be under no
duty to recognize assignment or purported assignment by a Participant of his
Options or of any rights under his Options.
16. GOVERNMENT REGULATIONS. The Company's obligation to issue, sell or
deliver any Common Shares under this Plan is subject to all applicable laws and
regulations and to the approval of any governmental or regulatory authority
required in connection with the issuance, sale or delivery of such Common
Shares. The Company shall not be required to issue, sell or deliver any Common
Shares under this Plan prior to (a) the approval of such Common Shares for
quotation on NASDAQ as National Market Systems Securities or for listing on any
national stock exchange, and (b) the completion of any registration or other
qualification of such Common Shares under any state or Federal law or any ruling
or regulation of any governmental or regulatory authority which the Company in
its sole discretion shall determine to be necessary or advisable.
17. ADJUSTMENT OF SHARES UPON CHANGES IN CAPITALIZATION. Notwithstanding
any other provision of the Plan, in the event of any change in the outstanding
Common Shares, by reason of a dividend payable in Common Shares,
recapitalization, merger, consolidation, split-up, combination or exchange of
shares, or the like, appropriate adjustments shall be made to the aggregate
number and class of shares subject to the Plan, the number and class of shares
subject to outstanding subscription rights, the purchase price per share (in the
case of shares subject to outstanding subscription rights), and the number and
class of shares which may be subscribed to by any one employee, and such other
adjustments shall be made as may be deemed equitable by the Committee.
18. PROPORTIONATE DISTRIBUTION. If the aggregate Cash Account balances of
all Participants on any Option Date exceeds the amount required to purchase all
of the Common Shares subject to Options on that Option Date ("Option Shares"),
then the Option Shares shall be allocated pro rata among the Participants in the
proportion that the number of Option Shares bears to the number of Common Shares
that could have been purchased with such aggregate amount available, if an
unlimited number of Common Shares were available for purchase; provided,
however, that no reduction shall prohibit any employee participating in that
Offering from purchasing at least five (5) full Common Shares during the course
of the Offering. Any balances remaining in Participants' Cash Accounts due to
over subscription will remain in the Participants' Cash Accounts for use in the
next Offering unless withdrawn by the Participant.
19. DIVIDEND REINVESTMENT. All cash dividends paid, if any, with respect
to the Common Shares credited to a Participant's Share Account shall be added to
the Participant's Cash Account and thereby shall be applied to exercise Options
to purchase whole Common Shares on the Option Date next succeeding the date such
cash dividends are paid by the Company. An election to leave Common Shares with
the Custodian shall constitute an election to apply the cash dividends with
respect to such shares to the exercise of Options hereunder. Common Shares so
purchased shall be applied to the shares credited to each Participant's Share
Account.
20. DESIGNATION OF SUBSIDIARIES FOR INCLUSION IN OFFERINGS. At any time
and from time to time the Committee may designate for inclusion in an Offering
under the Plan any corporation which, on the Effective Date of that Offering, is
a subsidiary (as defined in Section 424(f) of the Code) of the Company.
21. AMENDMENT OF THE PLAN. To the extent permitted by law, the Committee
may at any time and from time to time make such changes in the Plan and
additions to it as the Committee deems advisable; provided, however, that,
except as provided in Paragraphs 17, 18 and 20 hereof, and except with respect
to changes or additions in order to make the Plan comply with Section 423 of the
Code, the Committee may not make any changes or additions which would adversely
affect subscription rights or Options previously granted under the Plan and may
not, without approval of the shareholders of the Company, make any changes or
additions which would (a) increase the aggregate number of Common Shares subject
to the Plan or which may be subscribed to by an employee, (b) decrease the
minimum purchase price for a Common Share, or (c) change any of the provisions
of the Plan relating to eligibility for participation in Offerings.
5
<PAGE>
22. DURATION AND TERMINATION OF THE PLAN. The Plan shall terminate upon
the earlier to occur of the following two events:
(a) The purchase by employees of all of the Common Shares subject to the
Plan; or
(b) The termination of the Plan by the Board of Directors of the
Company.
In addition, if the Plan is not approved by the Company's Shareholders prior
to December 30, 1996, the Plan will automatically terminate, and each
Participant will receive a refund of the amounts credited to his Cash Account.
No termination of the Plan shall affect Options or subscription rights
previously granted under this Plan.
6
<PAGE>
APPENDIX B
SECTION 6 OF THE SYMIX SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN,
(AS PROPOSED TO BE AMENDED EFFECTIVE NOVEMBER 11, 1998)
6. ELIGIBILITY. Subject to the terms of this Plan, any employee of the
Company (and any employee of any subsidiary of the Company which from time to
time may be designated by the Committee for inclusion in an Offering under the
Plan under Paragraph 20 hereof) who is employed by the Company at the Effective
Date of an Offering, and who is or will be customarily employed for more than
twenty (20) hours per week and for more than five (5) months per year, may
participate in Offerings under the Plan, with the exception that all 5%
shareholder employees and all directors and officers of the Company are not
eligible to participate in the Offerings under the Plan. For purposes of the
Plan, a "5% shareholder employee" is an employee of the Company or a subsidiary
of the Company who owns greater than 5% of the total combined voting power or
value of all classes of shares of the Company or a subsidiary of the Company.
Nothing contained herein and no rules and regulations prescribed by the
Committee shall permit or deny participation in any Offering contrary to the
requirements of the Code (including, without limitation, Sections 423(b)(3),
423(b)(4) and 423(b)(8) thereof).
Nothing contained herein and no rules and regulations prescribed by the
Committee shall permit any employee to be granted an Option under the Plan:
(a) If, immediately after such Option is granted, such employee would
own, and/or hold outstanding options or rights to purchase, shares of the
Company or of any subsidiary of the Company possessing five percent (5%) or
more of the total combined voting power or value of all classes of shares of
the Company or such subsidiary; or
(b) Which permits an employee's rights to purchase Common Shares under
all employee stock purchase plans of the Company and of its subsidiaries to
accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000.00) of
fair market value of Common Shares (determined as of the date such right is
granted) for each calendar year in which such right is outstanding at any
time.
For the purpose of clause 6(a) above, the provisions of Section 424(d) of the
Code shall apply in determining the stock ownership of each employee. For the
purpose of Clause (b) above, the provisions of Section 423(b)(8) of the Code
shall apply in determining whether an employee's Options and other rights are
permitted to accrue at a rate in excess of the permitted rate.
<PAGE>
SYMIX SYSTEMS, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 11, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of Common Shares of Symix Systems, Inc. hereby
constitutes and appoints Lawrence J. Fox and Stephen A. Sasser, and each of
them, with full power of substitution and revocation, as proxies or proxy to
appear and to vote the Common Shares of Symix Systems, Inc. which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders to be held at 2800 Corporate Exchange Drive, Columbus,
Ohio on November 11, 1998, and any adjournment or adjournments thereof, for the
following purposes:
1. The election of the following nominees as directors of the Company (except
as marked to the contrary below), each to serve for a term of one year and
until his successor is duly elected and qualified or his earlier
resignation, removal from office or death:
<TABLE>
<S> <C> <C> <C> <C> <C>
Lawrence J. Fox Stephen A. Sasser Duke W. Thomas Larry L. Liebert John T. Tait James A. Rutherford
</TABLE>
[YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY STRIKING OUT HIS NAME
ABOVE.]
2. The proposed amendment to Section 6 of the Symix Systems, Inc. Employee
Stock Purchase Plan.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
adjournments thereof.
Do you plan to attend the meeting? / / YES / / NO
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BY THE SHAREHOLDER(S). IF NO CHOICE
IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE PERSONS
LISTED ABOVE AND FOR THE PROPOSED AMENDMENT TO SECTION 6 OF THE SYMIX SYSTEMS,
INC. EMPLOYEE STOCK PURCHASE PLAN. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT
BEFORE THE MEETING OR IF A NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY
STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON SUCH
MATTERS OR FOR SUCH SUBSTITUTE NOMINEES AS THE BOARD OF DIRECTORS MAY RECOMMEND.
(THIS PROXY CONTINUES AND MUST BE SIGNED AND DATED ON THE REVERSE SIDE)
<PAGE>
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement, dated October 8, 1998, and hereby expressly revokes any and
all proxies heretofore given or executed by the undersigned with respect to the
Symix Common Shares the undersigned is entitled to vote at the Annual Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SYMIX SYSTEMS, INC.
Dated: ____________________________
Please sign exactly as your name
appears herein. If shares are
registered in two names, both
should sign. When signing as
attorney, executor, administrator,
trustee, guardian or corporate
official, please give your full
title. If signer is a corporation,
please sign the full corporate name
by authorized officer.
___________________________________
Signature of Shareholder
___________________________________
Signature of Shareholder
