-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4BCkucBWurS+ws2w8wq5sif35AQC81jABMb6aieWvtdcix8vNik8muDeZyWNpL0 wpe0fGueyQ6Mp3L6tGAtZg== 0000912057-99-007779.txt : 19991201 0000912057-99-007779.hdr.sgml : 19991201 ACCESSION NUMBER: 0000912057-99-007779 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991130 EFFECTIVENESS DATE: 19991130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMIX SYSTEMS INC CENTRAL INDEX KEY: 0000872443 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 311083175 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-91811 FILM NUMBER: 99766719 BUSINESS ADDRESS: STREET 1: 2800 CORPORATE EXCHANGE DR CITY: COLUMBUS STATE: OH ZIP: 43231 BUSINESS PHONE: 6145237000 MAIL ADDRESS: STREET 1: 2800 CORPORATE EXCHANGE DR CITY: COLUMBUS STATE: OH ZIP: 43231 S-8 1 S-8 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
- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- 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 - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Common Shares 600,000 $12.78125 $7,668,750 $2,132.00
(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) 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 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 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 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 EXHIBIT INDEX
- ------------------------------------------------------------ --------------------------------------------------------- Exhibit No. Page - ----------- ---- - ------------------------------------------------------------ --------------------------------------------------------- 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 - ------------------------------------------------------------ ---------------------------------------------------------
6 EX-5 2 EXHIBIT-5 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 EX-23.A 3 EXHIBIT 23-A 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 EX-24 4 EXHIBIT 24 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 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 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 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 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----