<PAGE>
As filed with the Securities and Exchange Commission on January 28, 1999
REGISTRATION NO. 333-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
SYMIX SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
_______________
Ohio 31-1083175
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
2800 CORPORATE EXCHANGE DRIVE, SUITE 400, COLUMBUS, OHIO 43231 (614) 523-7000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_______________
WITH A COPY TO:
LAWRENCE W. DELEON IVERY D. FOREMAN
CHIEF FINANCIAL OFFICER VORYS, SATER, SEYMOUR AND PEASE LLP
SYMIX SYSTEMS, INC. 52 EAST GAY STREET
2800 CORPORATE EXCHANGE DRIVE COLUMBUS, OHIO 43215
SUITE 400 (614) 464-6322
COLUMBUS, OHIO 43231
(614) 523-7379
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE (2)
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
no par value 95,000 $23.25 $2,208,750 $614.04
- ---------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Computed in accordance with rule 457(c) on the basis of the average of the
high and low sales prices per share for the Common Shares on January 25,
1999 as reported on the NASDAQ National Market System.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
===============================================================================
<PAGE>
The information contained in this Prospectus is not yet complete, and we may
supplement or amend it in the final version. We have filed a registration
statement relating to the securities described in this Prospectus with the
Securities and Exchange Commission. The Selling Shareholders may not sell these
securities, or accept offers to buy them, until the registration statement
becomes effective. This Prospectus is not an offer to sell these securities,
and we are not soliciting offers to buy them. These securities will not be sold
in any state where their offer or sale, or solicitations of offers to buy them,
would be unlawful prior to their registration or qualification under the
securities laws of any such state.
SUBJECT TO COMPLETION, DATED JANUARY 28, 1999
SYMIX SYSTEMS, INC.
2800 CORPORATE EXCHANGE DRIVE
SUITE 400
COLUMBUS, OHIO 43231
PROSPECTUS
95,000 COMMON SHARES
_______________
This Prospectus relates to the public offering of up to 95,000 Common
Shares, no par value, of Symix Systems, Inc. by our shareholders listed below
called the "Selling Shareholders". The prices at which the Selling Shareholders
may sell the shares will be determined by the prevailing market price for the
shares or in negotiated transactions. The Selling Shareholders may sell some or
all of the shares in transactions involving broker-dealers, who may act either
as agent or principal We will not receive any of the proceeds from the sale of
the shares. For more details as to how Selling Shareholders may offer their
shares, please see the section in this Prospectus called "Plan of Distribution".
Our Common Shares are listed on the National Association of Securities
Dealers Automated Quotation National Market System under the symbol "SYMX". The
last reported sale price on the Nasdaq National Market System on January 25,
1999 was $23.375 per share.
_______________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________
THE DATE OF THIS PROSPECTUS IS JANUARY _____, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC"). You may read
and copy any document we file with the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for further information on the Public Reference Room. Our SEC filings
are also available to the public at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended. This Prospectus is part of a
Registration Statement we filed with the SEC (Registration No. 333- _________).
The documents we incorporate by reference are:
1. Our Annual Report on Form 10-K, as amended, for the fiscal year ended
June 30, 1998;
2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998;
3. Our definitive Proxy Statement filed with the SEC in connection with
our 1998 annual meeting of shareholders.
All reports and other documents we subsequently file pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Prospectus and prior to the termination of this offering
will be deemed to be incorporated by reference herein and to be a part of this
Prospectus from the date of filing of such reports and documents. Any statement
incorporated herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
We will provide a copy of any or all of these filings (other than the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such document) to you without charge upon your request.
Requests for such filings should be made to Symix Systems, Inc., 2800 Corporate
Exchange Drive, Suite 400, Columbus, Ohio 43231, Attention: Chief Financial
Officer or by telephone at (614) 523-7379.
2
<PAGE>
FORWARD-LOOKING STATEMENTS
THIS PROSPECTUS CONTAINS OR INCORPORATES FORWARD-LOOKING STATEMENTS. YOU
CAN IDENTIFY THESE FORWARD-LOOKING STATEMENTS BY OUR USE OF THE WORDS
"BELIEVES", "ANTICIPATES", "EXPECTS", "MAY", "WILL", "INTENDS", "ESTIMATES", AND
SIMILAR EXPRESSIONS, WHETHER IN THE NEGATIVE OR AFFIRMATIVE. ALTHOUGH WE
BELIEVE THAT THESE FORWARD-LOOKING STATEMENTS REFLECT OUR PLANS, INTENTIONS, AND
EXPECTATIONS REASONABLY, WE CAN GIVE NO ASSURANCE THAT WE ACTUALLY WILL ACHIEVE
THESE PLANS, INTENTIONS OR EXPECTATIONS. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THE PLANS, INTENTIONS OR EXPECTATIONS DISCLOSED IN THE FORWARD-
LOOKING STATEMENTS WE MAKE. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR
REVISE ANY FORWARD-LOOKING STATEMENT OR ANY INFORMATION CONTAINED IN ANY
FORWARD-LOOKING STATEMENT. YOU ARE CAUTIONED NOT TO PLACE ANY UNDUE RELIANCE ON
THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THEIR DATES.
THE COMPANY
We design, develop, market and support a fully integrated manufacturing,
planning and financial software solution that addresses the Enterprise Resource
Planning ("ERP") requirements of mid-market, discrete manufacturers and
individual manufacturing sites of larger manufacturers. Historically,
manufacturers have used ERP systems to improve manufacturing operations and to
reduce related costs. Mid-market manufacturers generally have limited financial
and technological resources. However, they require ERP solutions with a high
degree of flexibility and functionality that can integrate their customers
business processes with their own business processes. Through our Customer
Synchronized Resource Planning ("CSRP") approach, we offer mid-market
manufacturers a cost-effective ERP solution that facilitates a shift in focus
from manufacturing-centric planning to customer-centric planning.
CSRP integrates the requirements of a manufacturer's customer into the
manufacturer's core business processes. Our primary ERP product, SyteLine,
improves manufacturers' performance with respect to customer service, planning
and materials management, production management and enterprise administration.
SyteLine operates across a wide range of hardware platforms using the Windows NT
and UNIX operating systems. We also offer complementary software capabilities
including:
CONFIGURATION--which integrates the customer with the order process to
increase the quality of complex product orders;
FIELD SERVICE--which improves the quality and efficient delivery of
field service and support;
ADVANCED PLANNING AND SCHEDULING--which allows manufacturers to
optimize scheduling of production operations to improve customer
satisfaction and on-time delivery while reducing the communication
between businesses and their customers and suppliers;
3
<PAGE>
ON-LINE ANALYTICAL PROCESSING--which aids in decision-making by
providing comprehensive analysis of operational data stored by
SyteLine; and
ENTERPRISE PROCESS DOCUMENTATION--which speeds the implementation of
ERP systems and facilitates the execution of ISO 9000 quality
initiatives.
Our CSRP approach provides highly integrated, client-focused, software solutions
that address the critical business needs of mid-market manufacturers.
We offer a wide range of services, including project management,
implementation, product education, technical consulting, programming services,
system integration and maintenance and support. We work with consulting firms
and other vendors to deliver integrated CSRP solutions. Our products and
services are directed primarily to the following vertical markets: industrial
equipment, fabricated metals, electronic equipment, furniture/fixtures and
packaging and containers.
SYMIX, SyteLine, SytePower and Pritsker are our registered trademarks and
SyteAPS, SyteSelect, SyteService, SyteGuide, FieldPro, SyteWeb and SyteEDI are
our trademarks.
Our principal executive offices are located at 2800 Corporate Exchange
Drive, Columbus, Ohio 43231, and our telephone number is (614) 523-7000.
In this Prospectus, "Symix", the "Registrant", "we", "us", and "our" refer
to Symix Systems, Inc. and its subsidiaries.
USE OF PROCEEDS
The Selling Shareholders will receive all of the proceeds from the sale of
the Common Shares offered by this Prospectus. Accordingly, we will not receive
any proceeds from the sale of the Common Shares.
DIVIDEND POLICY
We have never declared or paid cash dividends on our Common Shares. We
currently intend to retain all or our future earnings, if any, for use in our
operations and the growth and development of our business. Accordingly, we do
not currently expect to pay cash dividends on our Common Shares in the
foreseeable future.
4
<PAGE>
SELLING SHAREHOLDERS
All of the Common Shares being offered by this Prospectus are beneficially-
owned by two Selling Shareholders, Richard Smart and Philip Smart. The
following table shows certain information regarding the beneficial ownership of
Common Shares by each of the Selling Shareholders as of the date of this
Prospectus. We are unable to estimate the amount of shares that will be held by
the Selling Shareholders after completion of the offering because the Selling
Shareholders may offer all or some of the shares and because there currently are
no agreements, arrangements or understandings with respect to the sale of any of
the shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED NUMBER OF SHARES REGISTERED
PRIOR TO THE OFFERING FOR SALE HEREBY
------------------------- ---------------------------
BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
--------------- ------ ------- ------ -------
<S> <C> <C> <C> <C>
Philip Smart.................... 47,500 (1) 47,500 (1)
3430 South Service Road
Burlington, Ontario L7N 3T9
Canada
Richard Smart................... 47,500 (1) 47,500(1) (1)
3430 South Service Road
Burlington, Ontario L7N 3T9
Canada
</TABLE>
_____________
(1) Represents less than 1% of the issued and outstanding Commons Shares of
Symix.
Pursuant to a Share Purchase Agreement dated December 31, 1996 (the
"Purchase Agreement"), Symix Systems (Ontario) Inc., a subsidiary of Symix
("Symix Ontario"), acquired all of the issued and outstanding shares of Visual
Applications Software, Inc. ("VAS") from the Selling Shareholders in exchange
for 250,000 Class A Preference Shares of Symix Ontario (the "Class A Shares"),
500,000 Class B Preference Shares of the Symix Ontario (the "Class B Shares")
and $1,000,000 (Canadian) in cash. Under the terms of the Purchase Agreement,
the Class B Shares were redeemed by the Selling Shareholders in January, 1998
for a price of $1.00 (Canadian) per share.
In connection with the acquisition, we entered into a Share Exchange
Agreement with the Selling Shareholders dated January 9, 1997 (the "Exchange
Agreement"). Under the terms of the Exchange Agreement, we agreed to exchange
Symix common shares (the "Exchange Shares") for the Class A Shares (in blocks of
not fewer than 50,000 Class A Shares) on a one-for-one basis (subject to
adjustments). We also agreed to register, from time to time until December 31,
2006, the Exchange Shares with the SEC at our expense upon written demand of one
or both of the Selling Shareholders. The Selling Shareholders agreed to sell or
transfer the Exchange Shares only pursuant to a registration statement covering
the shares which is effective with the SEC or an opinion of counsel acceptable
to us.
In January, 1999, the Selling Shareholders notified us that they each were
exercising their exchange privileges with respect to 47,500 Class A Shares. The
Selling Shareholders also submitted to us a demand for registration of the
95,000 Common Shares issued to them as a result of such exercise.
5
<PAGE>
In connection with the acquisition of VAS, Symix, VAS and Symix Ontario
entered into a separate Employment Agreement dated January 9, 1997 with each
of the Selling Shareholders. In addition, the Selling Shareholders, Symix,
Symix Ontario and Symix Computer Systems, Inc., a wholly-owned subsidiary of
Symix, entered into an Unanimous Shareholder Agreement dated January 9, 1997
pursuant to which Symix Ontario agreed to pay a corresponding cash dividend
to the holders of the Class A Shares in the event that we paid a cash
dividend to our shareholders.
Until the acquisition of VAS by Symix Ontario in January, 1997, Philip
Smart served as President and a Director, and Richard Smart served as
Secretary/Treasurer and a Director, of VAS.
PLAN OF DISTRIBUTION
All of the Common Shares being offered hereby will be sold by the Selling
Shareholders for their own accounts. We will not receive any of the proceeds
from the sale of the shares. The Selling Shareholders have agreed to indemnify
Symix and its officers and directors against certain liabilities under the
Securities Act of 1933, as amended (the "Securities Act") which result from our
reliance upon information furnished to us by one or more of the Selling
Shareholders, or if the Selling Shareholders fail to satisfy the prospectus
delivery requirement under the Securities Act of 1933, as amended.
The Selling Shareholders may sell the Common Shares being offered hereby
from time to time in the over-the-counter market on the NASDAQ National Market
system, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated or fixed prices. The Selling Shareholders may
sell some or all of the shares in transactions involving broker-dealers who may
act either as agent or principal, and who may receive compensation in the form
of discounts, commissions or concessions from one or both of the Selling
Shareholders or the purchaser of the shares or both.
The Selling Shareholders and any underwriters, dealers or agents that
participate in the distribution of the Common Shares offered hereby may be
deemed to be "underwriters" under the Securities Act. Any profit on the sale of
the Common Shares by them and any discounts, commissions or concessions received
by any of them may be deemed to be "underwriting discounts and commissions"
under the Securities Act.
The Selling Shareholders have advised us that no agreement exists with any
broker-dealer with respect to the sale of the Common Shares offered hereby. We
will file a supplement to this Prospectus, if required, pursuant to Rule 424 (c)
under the Securities Act, upon notice from a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
the shares through a block trade, special offering, exchange distribution or
secondary distribution. The supplement will disclose the aggregate number of
Common Shares being offered and the material terms of the offering, including
the name or names of any underwriters, dealers or agents, the purchase price to
be paid by any underwriter or dealer for the Common Shares purchased from the
Selling Shareholders, any discounts, commissions or concessions allowed or
reallowed or paid to dealers, the proposed selling price to the public and other
facts material to the transaction.
6
<PAGE>
We have not registered or qualified offers and sale of the Common Shares
offered by the Selling Shareholders under the laws of any country, other than
the United States. To comply with certain state securities laws, if
applicable, the Selling Shareholders will offer and sell their Common Shares in
such jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the Selling Shareholders may not offer or sell
Common Shares unless we have registered or qualified such shares for sale in
such states or we have complied with an available exemption from registration or
qualification.
We will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Shareholders will bear all commissions
and discounts, if any, attributable to the sale of the shares.
DESCRIPTION OF CAPITAL STOCK
Symix authorized capital stock consists of 21,000,000 shares, of which
20,000,000 shares are Common Shares, each without par value, and 1,000,000
shares are preferred shares, each without par value. At January 21, 1999, there
were 6,573,460 Symix Common Shares outstanding. No preferred shares are
currently outstanding. The outstanding Common Shares are, and the shares to be
outstanding upon completion of this offering will be, fully paid and
nonassessable.
The following summary description does not purport to be complete and is
qualified in its entirety by reference to the Company's Amended Articles of
Incorporation, as amended (the "Articles") and Amended Regulations (the
"Regulations"), which are incorporated herein by reference.
COMMON SHARES
Our common shareholders are entitled to one vote for each Common Share held
of record on each matter submitted to a vote of shareholders. Holders of Common
Shares have no cumulative voting rights, which means that the holders of shares
entitled to exercise more than fifty percent (50%) of the voting power are able
to elect all of the directors.
Our of common shareholders on the applicable record date are entitled to
receive dividends when and if declared by our Board of Directors out of funds
legally available therefor on a pro rata basis, subject to the rights of any
preferred shareholders, as described below, and to any contractual restrictions.
We currently intend to continue to retain our earnings for use in our business
and to pay no cash dividends in the foreseeable future.
Under Ohio law and our Articles, the affirmative vote of the shareholders
entitled to exercise at least two-thirds (2/3) of the voting power of Symix is
required for certain corporate actions, including merger or consolidation with
another corporation, combination or majority share acquisition, sale or other
disposition of all or substantially all of our property and assets, our
voluntary dissolution or amendment of our Articles.
7
<PAGE>
Upon dissolution, liquidation or sale of all or substantially all our
assets, after paying creditors and our preferred shareholders, if any, our
common shareholders will be entitled to receive pro rata our remaining assets
available for distribution.
Our common shareholders do not have preemptive, subscription, redemption or
conversion rights and are not subject to further calls or assessments.
PREFERRED SHARES
Our Articles authorize our Board of Directors to issue preferred shares
from time to time in one or more series. Our Articles limit the voting rights
of a preferred shareholder to one vote for each preferred share held on each
matter submitted to a vote of preferred shareholders. Our Board of Directors is
authorized to fix and determine the relative rights and preferences of the
shares of any series so established with respect to dividend or distribution
rights and the dates from which they are cumulative, liquidation price,
redemption rights and price, sinking fund requirements, conversion rights and
restrictions on the issuance of shares of any class or series.
Our Board of Directors, without shareholder approval, could issue preferred
shares with voting and conversion rights which could adversely affect the voting
power of our common shareholders. We have no present plans to issue any
preferred shares.
PROTECTION AGAINST NON-NEGOTIATED TAKEOVERS
Section 1701.831 of the Ohio General Corporation Law ("OGCL") generally
provides that certain "control share acquisitions" of shares of an "issuing
public corporation" may be made only with the prior authorization of the
shareholders of the corporation, unless the articles or code of regulations of
the corporation otherwise provide. Our Articles provide that Section 1701.831
of the OGCL does not apply to control share acquisitions of Symix. In addition,
Chapter 1704 of the OGCL generally prohibits a wide range of business
combinations and transactions between or involving an issuing public corporation
that is a reporting company under the Securities Exchange Act of 1934, as
amended, and a person who, alone or with others, beneficially owns ten percent
or more of the voting power of the corporation. A corporation may provide in
its articles of incorporation that Chapter 1704 does not apply to the
corporation, and our Articles so provide.
TRANSFER AGENT
Our transfer agent for the Common Shares is Fifth Third Bank, N.A.,
Cincinnati, Ohio.
8
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial numbers of Common Shares, or the prospect of such
sales, could adversely affect the market price of the Common Shares and our
ability to raise needed capital in the capital markets at a time and price
favorable to us. Upon completion of the offering contemplated by this
Prospectus, and based upon the number of shares outstanding as of January 25,
1999, we will have approximately 6,573,460 Common Shares outstanding. All of
such shares will be eligible for sale in the public market following the
offering, except for Common Shares held or subsequently purchased by our
affiliates, which are eligible for resale subject to Rule 144 promulgated under
the Securities Act of 1933, as amended.
LEGAL MATTERS
Certain legal matters relating to the sale of the Common Shares being
offered hereby will be passed upon for us by Vorys, Sater, Seymour and Pease
LLP, Columbus, Ohio, our legal counsel. As of January 25, 1999, the partners of
and attorneys employed by Vorys, Sater, Seymour and Pease LLP, together with
members of their immediate families, owned in the aggregate approximately
145,165 Common Shares.
EXPERTS
Our consolidated financial statements and schedule appearing in our
Annual Report (Form 10-K) for the year ended June 30, 1998, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
9
<PAGE>
============================================================================
WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO
MAKE ANY STATEMENT OR REPRESENTATION THAT DIFFERS FROM WHAT IS IN THIS
PROSPECTUS. IF ANY PERSON DOES MAKE A STATEMENT THAT DIFFERS FROM WHAT
IS IN THIS PROSPECTUS, YOU SHOULD NOT RELY ON IT. THIS PROSPECTUS IS
NOT AN OFFER TO SELL, NOR IS IT SEEKING AN OFFER TO BUY, THESE
SECURITIES IN ANY STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED.
THE INFORMATION IN THIS PROSPECTUS IS COMPLETE AND ACCURATE AS OF ITS
DATE, BUT THE INFORMATION MAY CHANGE AFTER THAT DATE.
____________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information
Forward Looking Statements
The Company..............................................
Use of Proceeds
Dividend Policy
Selling Shareholders.....................................
Plan of Distribution.....................................
Description of Capital Stock
Shares Eligible for Future Sale..........................
Legal Matters
Experts
</TABLE>
============================================================================
============================================================================
95,000 COMMON SHARES
SYMIX SYSTEMS, INC.
_______
PROSPECTUS
____________, 1999
_______
============================================================================
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated (except for Commission
registration fee and National Association of Securities Dealers, Inc. filing
fee) fees and expenses payable by Symix in connection with the distribution of
the Common Shares.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . $ 614.00
Legal fees and expenses . . . . . . . . . . . . . . . . $ 7,500.00
Accountants' fees and expenses. . . . . . . . . . . . . $ 4,000.00
NASDAQ fee. . . . . . . . . . . . . . . . . . . . . . . $ 2,000.00
Miscellaneous expenses. . . . . . . . . . . . . . . . . $ 500.00
----------
Total. . . . . . . . . . . . . . . . . . . . . . . . $14,614.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action by
or in the right of the corporation, by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action,
suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation
to procure a judgment in its favor, by
II-1
<PAGE>
reason of the fact that he is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member, manager,
or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be
made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to
the extent that, the court of common pleas or the court in which
such action or suit was brought determines, upon application,
that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
of common pleas or such other court shall deem proper.
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised
Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in division (E)(1)
or (2) of this section, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with the
action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification
of the director, trustee, officer, employee, member, manager, or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section. Such
determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to
or threatened with the action, suit, or proceeding referred to in
division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been
II-2
<PAGE>
retained by or who has performed services for the corporation
or any person to be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2)
of this section was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the corporation under
division (E)(2) of this section, and, within ten days after receipt of such
notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that is
the subject of an action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, the articles or the regulations of a
corporation state, by specific reference to this division, that the
provisions of this division do not apply to the corporation and unless
the only liability asserted against a director in an action, suit, or
proceeding referred to in division (E)(1) or (2) of this section is
pursuant to section 1701.95 of the Revised Code, expenses, including
attorney's fees, incurred by a director in defending the action, suit,
or proceeding shall be paid by the corporation as they are incurred,
in advance of the final disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the
director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his
action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the
best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding
(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as
they are incurred, in advance of the final disposition of the
action, suit, or proceeding, as authorized by the directors in
the specific case, upon receipt of an undertaking by or on behalf
of the director, trustee, officer, employee, member, manager, or
agent to repay
II-3
<PAGE>
such amount, if it ultimately is determined that he is not
entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under the articles, the regulations, any
agreement, a vote of shareholders or disinterested directors, or otherwise,
both as to action in their official capacities and as to action in another
capacity while holding their offices or positions, and shall continue as to
a person who has ceased to be a director, trustee, officer, employee,
member, manager, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this section.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5), (6), and (7)
of this section. Divisions (E)(1) and (2) of this section do not create
any obligation to repay or return payments made by the corporation pursuant
to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation" includes
all constituent entities in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director,
officer, employee, trustee, member, manager, or agent of such a constituent
entity, or is or was serving at the request of such constituent entity as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other
enterprise, shall stand in the same position under this section with
respect to the new or surviving corporation as he would if he had served
the new or surviving corporation in the same capacity.
Article Five of the Company's Amended Regulations governs indemnification
and provides further as follows:
SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall
indemnify any officer or director of the corporation who was or is a party
or is threatened to be made a
II-4
<PAGE>
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, any action threatened or instituted by
or in the right of the corporation), by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other
enterprise, against expenses (including, without limitation, attorneys'
fees, filing fees, court reporters' fees and transcript costs),
judgments fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, he had no reasonable cause to
believe this conduct was unlawful. A person claiming indemnification
under this Section 5.01 shall be presumed, in respect of any act or
omission giving rise to such claim for indemnification, to have acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and with respect to any
criminal matter, to have had no reasonable cause to believe his conduct
was unlawful, and the termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, rebut such
presumption.
SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or director of
the corporation who was a party to any completed action or suit instituted
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, in respect of any claim, issue or matter
asserted in such action or suit as to which he shall have been adjudged to
be liable for acting with reckless disregard for the best interests of the
corporation or misconduct (other than negligence) in the performance of his
duty to the corporation unless and only to the extent that the Court of
Common Pleas of Franklin County, Ohio or the court in which such action or
suit was brought shall determine upon application that, despite such
adjudication of liability, and in view of all the circumstances of the
case, he is fairly and reasonably entitled to such indemnity as such Court
of Common Pleas or such other court shall deem proper and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated by
this Section 5.02.
SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding, to the extent
that an officer or director of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred
to in Section 5.01, or in defense of any claim, issue
II-5
<PAGE>
or matter therein, he shall be promptly indemnified by the corporation
against expenses (including, without limitation, attorneys fees, filing
fees, court reporters' fees and transcript costs) actually and
reasonably incurred by him in connection therewith.
SECTION 5.04 DETERMINATION REQUIRED. Any indemnification required
under Section 5.01 and not precluded under Section 5.02 shall be made by
the corporation only upon a determination that such indemnification of the
officer or director is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 5.01. Such
determination may be made only (A) by a majority vote of a quorum
consisting of directors of the corporation who were not and are not parties
to, or threatened with, any such action, suit or proceeding, or (B) if such
a quorum is not obtainable or if a majority of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel
other than an attorney, or a firm having associated with it an attorney,
who has been retained by or who has performed services for the corporation,
or any person to be indemnified, within the past five years, or (C) by the
shareholders, or (D) by the Court of Common Pleas of Franklin County, Ohio
or (if the corporation is a party thereto) the court in which such action,
suit or proceeding was brought, if any; any such determination may be made
by a court under division (D) of this Section 5.04 at any time [including,
without limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been
denied or disregarded by the disinterested directors under division (A) or
by independent legal counsel under division (B) or by the shareholders
under division (C) of this Section 5.04]; and no failure for any reason to
make any such determination, and no decision for any reason to deny any
such determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by shareholders under
division (C) of this Section 5.04 shall be evidence in rebuttal of the
presumption recited in Section 5.01. Any determination made by the
disinterested directors under division (A) or by independent legal counsel
under division (B) of this Section 5.04 o make indemnification in respect
of any claim, issue or matter asserted in an action or suit threatened or
brought by or in the right of the corporation shall be promptly
communicated to the person who threatened or brought such action or suit,
and within ten (10) days after receipt of such notification such person
shall have the right to petition the Court of Common Pleas of Franklin
County, Ohio or the court in which such action or suit was brought, if any,
to review the reasonableness of such determination.
SECTION 5.05. ADVANCES FOR EXPENSES. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding
referred to in Section 5.01 shall be paid by the corporation in advance of
the final disposition of such action, suit or proceeding to or on behalf of
the officer or director promptly as such expenses are incurred by him, but
only if such officer or director shall first agree, in writing, to repay
all amounts so paid in respect of any claim, issue or other matter asserted
in such action, suit or proceeding in defense of which he shall not have
been successful on the merits or otherwise:
II-6
<PAGE>
(A) if it shall ultimately be determined as provided in Section 5.04
that he is not entitled to be indemnified by the corporation as provided
under Section 5.01; or
(B) if, in respect of any claim, issue or other matter asserted by or
in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for acting with reckless disregard for the best
interests of the corporation or misconduct (other than negligence) in the
performance of his duty to the corporation, unless and only to the extent
that the Court of Common Pleas of Franklin County, Ohio or the court in
which such action or suit was brought shall determine upon application
that, despite such adjudication of liability, and in view of all the
circumstances, he is fairly and reasonably entitled to all or part of such
indemnification.
SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
provided by this Article Five shall not be exclusive of, and shall be in
addition to, any other rights to which any person seeking indemnification
may be entitled under the Articles or the Regulations or any agreement,
vote of shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be
an officer or director of the corporation and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
SECTION 5.07. INSURANCE. The corporation may purchase and maintain
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit, or self-insurance, on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, trustee,
officer, employee, or agent of another corporation (domestic or foreign,
nonprofit or for profit) , partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the corporation would have the obligation or the power to indemnify him
against such liability under the provisions of this Article Five.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.
SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this Article
Five, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article 5 shall be
deemed to have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 5.01, or in defense of
any claim, issue or other matter therein, if such action, suit or
proceeding shall be terminated as to such person, with or without
prejudice, without the entry of a judgment or order against him, without a
conviction of him, without the imposition of a fine upon him and without
his payment or agreement to pay any amount in settlement thereof (whether
or not any such termination is based upon a judicial or other determination
of the lack of merit of the claims made against him or otherwise results in
a vindication of him); and
II-7
<PAGE>
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" within the meaning of that term as used in this Article Five.
SECTION 5.09. VENUE. Any action, suit or proceeding to determine a
claim for indemnification under this Article Five may be maintained by the
person claiming such indemnification, or by the corporation, in the Court
of Common Pleas of Franklin County, Ohio. The corporation and (by claiming
such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of
Franklin County, Ohio in any such action, suit or proceeding.
In addition, the Company has purchased directors' and officers' liability
insurance coverage under policies which insure its directors and officers with
respect to certain liabilities.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
5.1 Opinion of Vorys, Sater, Seymour and Pease LLP as to the
legality of the Common Shares being offered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Vorys, Sater, Seymour and Pease LLP (included
in Exhibit 5.1).
24.1 Powers of Attorney
</TABLE>
ITEM 17. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included in such
post-effective amendment is
II-8
<PAGE>
contained in a periodic report filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein
by reference;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement,
unless the information required to be included in such post-effective amendment
is contained in a periodic report filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein
by reference; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement, relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be in the
initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and
(d) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
2. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on the 28th day of
January, 1999.
SYMIX SYSTEMS, INC.
By /s/ Lawrence W. DeLeon
-------------------------------
LAWRENCE W. DELEON
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
LAWRENCE J. FOX* Chairman of the Board of January 28, 1999
- ----------------------- Directors
LAWRENCE J. FOX
STEPHEN A. SASSER* President, Chief Executive January 28, 1999
- ----------------------- Officer and Director
STEPHEN A. SASSER (Principal Executive Officer)
/s/ Lawrence W. DeLeon
- ----------------------- Vice President, January 28, 1999
LAWRENCE W. DELEON Chief Financial Officer
and Secretary (Principal
Financial and
Accounting Officer)
LARRY L. LIEBERT* Director January 28, 1999
- -----------------------
LARRY L. LIEBERT
DUKE W. THOMAS* Director January 28, 1999
- -----------------------
DUKE W. THOMAS
JOHN T. TAIT* Director January 28, 1999
- -----------------------
JOHN T. TAIT
JAMES A. RUTHERFORD* Director January 28, 1999
- -----------------------
JAMES A. RUTHERFORD
*By /s/ Lawrence W. DeLeon
----------------------
LAWRENCE W. DELEON
(ATTORNEY-IN-FACT)
</TABLE>
II-10
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
5.1 Opinion of Vorys, Sater, Seymour and Pease LLP as to the legality
of the Common Shares being offered (to be filed by amendment)
23.1 Consent of Ernst & Young LLP
23.2 Consent of Vorys, Sater, Seymour and Pease LLP (included in
Exhibit 5.1).
24.1 Powers of Attorney
</TABLE>
II-11
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 of Symix Systems, Inc. ("Symix") pertaining
to the registration of 95,000 common shares of Symix to be resold by certain
Selling Shareholders and to the incorporation by reference therein of our report
dated July 21, 1998 with respect to the consolidated financial statements and
schedule of Symix included in its Annual Report on Form 10-K for the year ended
June 30, 1998, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Columbus, Ohio
January 28, 1999
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of SYMIX SYSTEMS, INC., an Ohio corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its Common Shares for
resale by certain shareholders of the Company, hereby constitutes and appoints
Stephen A. Sasser and Lawrence W. DeLeon, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any or all amendments or
documents related thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 21st day of January, 1999.
/s/ Lawrence J. Fox
----------------------------------------
Lawrence J. Fox
Chairman of the Board, Chief Executive
Officer and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of SYMIX SYSTEMS, INC., an Ohio corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its Common Shares for
resale by certain shareholders of the Company, hereby constitutes and appoints
Lawrence W. DeLeon his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign such Registration Statement and any or
all amendments or documents related thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and substitute or substitutes, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 2lst day of January, 1999.
/s/ Stephen A. Sasser
----------------------------------------
Stephen A. Sasser
President, Chief Operating Officer and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of SYMIX SYSTEMS, INC., an Ohio corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its Common Shares for
resale by certain shareholders of the Company, hereby constitutes and appoints
Stephen A. Sasser his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign such Registration Statement and any or
all amendments or documents related thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and substitute or substitutes, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 21st day of January, 1999.
/s/ Lawrence W. DeLeon
----------------------------------------
Lawrence W. DeLeon
Vice President, Chief Financial Officer
and Secretary
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of SYMIX SYSTEMS, INC., an Ohio corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its Common Shares for
resale by certain shareholders of the Company, hereby constitutes and appoints
Stephen A. Sasser and Lawrence W. DeLeon, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any or all amendments or
documents related thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 21st day of January, 1999.
/s/ Larry L. Liebert
----------------------------------------
Larry L. Liebert
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of SYMIX SYSTEMS, INC., an Ohio corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its Common Shares for
resale by certain shareholders of the Company, hereby constitutes and appoints
Stephen A. Sasser and Lawrence W. DeLeon, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any or all amendments or
documents related thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 21st day of January, 1999.
/s/ Duke W. Thomas
----------------------------------------
Duke W. Thomas
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of SYMIX SYSTEMS, INC., an Ohio corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its Common Shares for
resale by certain shareholders of the Company, hereby constitutes and appoints
Stephen A. Sasser and Lawrence W. DeLeon, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any or all amendments or
documents related thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 21st day of January, 1999.
/s/ John T. Tait
----------------------------------------
John T. Tait
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of SYMIX SYSTEMS, INC., an Ohio corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its Common Shares for
resale by certain shareholders of the Company, hereby constitutes and appoints
Stephen A. Sasser and Lawrence W. DeLeon, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any or all amendments or
documents related thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and substitute or
substitutes, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 21st day of January, 1999.
/s/ James A. Rutherford
----------------------------------------
James A. Rutherford
Director
