<PAGE>
As filed with the Securities and Exchange Commission on November 30, 1999
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-8
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
2800 Corporate Exchange Drive, Columbus. Ohio 43231
- --------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
SYMIX SYSTEMS, INC. 1999 NON-QUALIFIED STOCK OPTION PLAN
--------------------------------------------------------
FOR KEY EMPLOYEES
-----------------
(Full title of the plan)
MR. LAWRENCE W. DELEON
SYMIX SYSTEMS, INC.
2800 CORPORATE EXCHANGE DRIVE
COLUMBUS, OHIO 43231
---------------------------------------
(Name and address of agent for service)
(614) 523-7000
---------------------------------------
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Shares 600,000 $12.78125 $7,668,750 $2,132.00
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee;
based upon the average of the high and low sale prices of the Common
Shares as reported on the NASDAQ National Market System on November 26,
1999.
(Page 1 of 15 pages; exhibit index on page 6)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof as of the respective dates of filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999, including any and all amendments thereto, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and all other reports filed with the
Commission pursuant to the requirements of Section 13(a) or 15(d) of
the Exchange Act since that date;
(2) The description of the Common Shares of the Registrant contained in
the Registration Statement filed with the Commission pursuant to
Section 12(g) of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.
Any definitive Proxy Statement or Information Statement filed pursuant
to Section 14 of the Exchange Act and all reports which may be filed with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof prior to the completion of the offering
contemplated hereby also shall be deemed to be incorporated herein by reference
and to be made a part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of November 30, 1999, members of Vorys, Sater, Seymour and Pease
LLP and attorneys employed thereby, together with members of their immediate
families, and the Vorys, Sater, Seymour and Pease LLP Retirement Plan trust
beneficiary, own an aggregate of approximately 160,000 Common Shares of the
Registrant. Duke W. Thomas, a Director of the Registrant, is a partner of such
firm.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Incorporated by reference to Item 6 of Registrant's Registration
Statement on Form S-8 (No. 33-43947) filed with the Commission on January 9,
1998.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, 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;
(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; 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;
3
<PAGE>
provided, however, that paragraphs A(l)(i) and (A)(1)(ii) of
this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) 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 the time shall
be deemed to be the initial bona fide offering thereof.
(3) 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.
B. The undersigned registrant hereby undertakes 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement 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.
C. 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 foregoing provisions, 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on the 30 day of November,
1999.
SYMIX SYSTEMS, INC.
By /s/ Lawrence W. DeLeon
-------------------------------------------
Lawrence W. DeLeon
Chief Financial Officer, Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated on the 30 day of November, 1999.
SIGNATURE TITLE
--------- -----
Lawrence J. Fox* Chairman of the Board and
- ------------------------ Chief Executive Officer
Lawrence J. Fox (Principal Executive Officer)
Stephen A. Sasser* Chief Operating Officer,
- ------------------------ President and Director
Stephen A. Sasser
/s/ Lawrence W. DeLeon Chief Financial Officer, Vice
- ------------------------ President and Secretary
Lawrence W. DeLeon (Principal Financial Officer)
James A. Rutherford* Director
- ------------------------
James A. Rutherford
Larry L. Liebert* Director
- ------------------------
Larry L. Liebert
John Tait* Director
- ------------------------
John Tait
Duke W. Thomas* Director
- ------------------------
Duke W. Thomas
*By Power of Attorney
/s/ Lawrence W. DeLeon
- ------------------------
Lawrence W. DeLeon (Attorney-in-Fact)
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
- ------------------------------------------------------------ ---------------------------------------------------------
Exhibit No. Page
- ----------- ----
- ------------------------------------------------------------ ---------------------------------------------------------
<S> <C>
4(a) Registrant's Amended Articles of Incorporation, Incorporated herein by reference to Exhibit 3(a) to the
particularly Articles Fourth and Seventh Registrant's Registration Statement on Form S-1
(No.33-38878) filed March 21, 1991
- ------------------------------------------------------------ ---------------------------------------------------------
4(b) Registrant's Amended Code of Regulations, Incorporated herein by reference to Exhibit 3(a) to the
particularly Article One Registrant's Registration Statement on Form S-1 (No.
33-38878) filed March 21, 1991
- ------------------------------------------------------------ ---------------------------------------------------------
5 Opinion of Vorys, Sater, Seymour and Pease LLP as 7
to legality
- ------------------------------------------------------------ ---------------------------------------------------------
15 Letter re Unaudited Interim Financial Information Not applicable.
- ------------------------------------------------------------ ---------------------------------------------------------
23(a) Consent of Ernst & Young LLP 8
- ------------------------------------------------------------ ---------------------------------------------------------
23(b) Consent of Vorys, Sater, Seymour and Pease LLP 7
(included in Exhibit 5)
- ------------------------------------------------------------ ---------------------------------------------------------
24 Powers of Attorney 9 through 15
- ------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
6
<PAGE>
EXHIBIT 5
(614) 464-6400
November 30, 1999
Board of Directors
Symix Systems, Inc.
2800 Corporate Exchange Drive
Suite 400
Columbus, Ohio 43231
Gentlemen:
We are familiar with the proceedings taken and proposed to be
taken by Symix Systems, Inc., an Ohio corporation (the "Company"), in connection
with the Symix System, Inc. 1999 Non-Qualified Stock Option Plan for Key
Employees (the "Plan"), the granting of options to purchase common shares of the
Company (the "Shares") pursuant to the Plan, and the sale of the Shares upon
exercise of options under the Plan.
We have collaborated in the preparation of the registration
statement on Form S-8 ("Registration Statement") to be filed by the Company with
the Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, the 600,000 Shares to be issued pursuant to
the Plan. In connection therewith, we have examined, among other things, such
records and documents as we have deemed necessary to express the opinion
hereinafter set forth.
Based on the foregoing, we are of the opinion that when the
600,000 Shares have been delivered by the Company upon the exercise of options
under the Plan against the payment of the purchase price therefor, as specified
in the Registration Statement when it shall become effective, said Shares will
be validly issued, fully paid and nonassessable, assuming compliance with
applicable federal and state securities laws.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement and to the reference to us in the
Prospectus included therein.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE LLP
7
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 600,000 common shares to be
issued pursuant to the Symix Systems, Inc. 1999 Non-Qualified Stock Option
Plan for Key Employees of our reports dated July 26, 1999, issued with
respect to the consolidated financial statements of Symix Systems, Inc. in
its Annual Report (Form 10-K) for the year ended June 30, 1999 and with
respect to the related financial statement schedule included therein, as
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Columbus, Ohio
November 30, 1999
8
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW All MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, 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-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the Symix Systems, Inc. 1999
Non-Qualified Stock Option Plan for Key Employees hereby constitutes Stephen A.
Sasser and Lawrence W. DeLeon as 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 thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the National Association of Securities
Dealers, Inc., granting unto said attorneys-in-fact and agents, 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
and seal as of this 30 day of November, 1999.
/s/ Lawrence J. Fox
-----------------------------------------------
Lawrence J. Fox
9
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW All MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, 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-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the Symix Systems, Inc. 1999
Non-Qualified Stock Option Plan for Key Employees hereby constitutes Lawrence J.
Fox and Lawrence W. DeLeon as 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 thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.,
granting unto said attorneys-in-fact and agents, 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
and seal as of this 30 day of November, 1999.
/s/ Stephen A. Sasser
------------------------------------------------
Stephen A. Sasser
10
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW All MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, 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-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the Symix Systems, Inc. 1999
Non-Qualified Stock Option Plan for Key Employees hereby constitutes Lawrence J.
Fox and Lawrence W. DeLeon as 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 thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.,
granting unto said attorneys-in-fact and agents, 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
and seal as of this 22 day of November, 1999.
/s/ James A. Rutherford
------------------------------------------------
James A. Rutherford
11
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW All MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, 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-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the Symix Systems, Inc. 1999
Non-Qualified Stock Option Plan for Key Employees hereby constitutes Lawrence J.
Fox and Lawrence W. DeLeon as 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 thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.,
granting unto said attorneys-in-fact and agents, 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
and seal as of this __ day of November, 1999.
------------------------------------------------
Larry L. Liebert
12
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW All MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, 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-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the Symix Systems, Inc. 1999
Non-Qualified Stock Option Plan for Key Employees hereby constitutes Lawrence J.
Fox and Lawrence W. DeLeon as 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 thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.,
granting unto said attorneys-in-fact and agents, 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
and seal as of this 19 day of November, 1999.
/s/ John Tait
------------------------------------------------
John Tait
13
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW All MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, 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-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the Symix Systems, Inc. 1999
Non-Qualified Stock Option Plan for Key Employees hereby constitutes Lawrence J.
Fox and Lawrence W. DeLeon as 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 thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.,
granting unto said attorneys-in-fact and agents, 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
and seal as of this 20 day of November, 1999.
/s/ Duke W. Thomas
------------------------------------------------
Duke W. Thomas
14
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW All MEN BY THESE PRESENTS, that the undersigned officer
and/or director of Symix Systems, Inc., an Ohio corporation, 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-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the Symix Systems, Inc. 1999
Non-Qualified Stock Option Plan for Key Employees hereby constitutes Lawrence J.
Fox and Stephen A. Sasser as 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 thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.,
granting unto said attorneys-in-fact and agents, 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
and seal as of this 30 day of November, 1999.
/s/ Lawrence W. DeLeon
------------------------------------------------
Lawrence W. DeLeon
15
