-----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, FjofyaiQJFHye6IOtiIqok9LQMzJLwxyGn/7CLiZ+ykO/xvxzK0AfE4QNDHwfWav 2uA3zE5SfF3us5YXyzqgzQ== 0000950103-02-000679.txt : 20020711 0000950103-02-000679.hdr.sgml : 20020711 20020710191237 ACCESSION NUMBER: 0000950103-02-000679 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020711 GROUP MEMBERS: MORGAN STANLEY DEAN WITTER EQUITY FUNDING INC GROUP MEMBERS: MORGAN STANLEY DEAN WITTER VENTURE INVESTORS IV LP GROUP MEMBERS: MORGAN STANLEY DEAN WITTER VENTURE OFFSHORE INVESTORS IV LP GROUP MEMBERS: MORGAN STANLEY DEAN WITTER VENTURE PARTNERS IV LP GROUP MEMBERS: MSDW OIP INVESTORS INC GROUP MEMBERS: MSDW VENTURE PARTNERS IV INC GROUP MEMBERS: MSDW VENTURE PARTNERS IV LLC GROUP MEMBERS: ORIGINATORS INVESTMENT PLAN LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRONTSTEP 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41745 FILM NUMBER: 02700565 BUSINESS ADDRESS: STREET 1: 2800 CORPORATE EXCHANGE DR STREET 2: N/A CITY: COLUMBUS STATE: OH ZIP: 43231 BUSINESS PHONE: 6145237000 MAIL ADDRESS: STREET 1: 2800 CORPORATE EXCHANGE DR CITY: COLUMBUS STATE: OH ZIP: 43231 FORMER COMPANY: FORMER CONFORMED NAME: SYMIX SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1221 SIXTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13D/A 1 jul0902_13d-a.txt =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) FRONTSTEP, INC. (f/k/a Symix Systems, Inc.) - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock without par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 35921W 10 1 - ------------------------------------------------------------------------------- (CUSIP Number) Morgan Stanley Peter R. Vogelsang Morgan Stanley 1221 Avenue of the Americas New York, New York 10020-0001 Tel. No. 212-761-4000 with a copy to: John A. Bick Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Tel. No.: 212-450-4350 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 9, 2002 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) ------------------ If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following: |_| (Continued on following pages) Page 1 of 22 Pages =============================================================================== SCHEDULE 13D - ------------------------- ------------------------- CUSIP No. 35921 W 10 1 Page 2 of 22 Pages - ------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,430,876 WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,430,876 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,430,876 - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3%+ - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, IA - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! + Assumes 7,568,218 shares of Common Stock (as defined herein) outstanding based on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2002 filed with the Securities and Exchange Commission on May 15, 2002 and assumes conversion and exercise of all Preferred Stock, Warrants and Initial Notes (each as defined herein), beneficially owned by the Reporting Person identified above in Item 1 hereto. SCHEDULE 13D - ------------------------- ------------------------- CUSIP No. 35921 W 10 1 Page 3 of 22 Pages - ------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MSDW Venture Partners IV, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,015,666 WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,015,666 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,015,666 - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.0%+ - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, IA - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! + Assumes 7,568,218 shares of Common Stock (as defined herein) outstanding based on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2002 filed with the Securities and Exchange Commission on May 15, 2002 and assumes conversion and exercise of all Preferred Stock, Warrants and Initial Notes (each as defined herein), beneficially owned by the Reporting Person identified above in Item 1 hereto. SCHEDULE 13D - ------------------------- ------------------------- CUSIP No. 35921 W 10 1 Page 4 of 22 Pages - ------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MSDW Venture Partners IV, L.L.C. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,015,666 WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,015,666 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,015,666 - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.0%+ - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, IA - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! + Assumes 7,568,218 shares of Common Stock (as defined herein) outstanding based on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2002 filed with the Securities and Exchange Commission on May 15, 2002 and assumes conversion and exercise of all Preferred Stock, Warrants and Initial Notes (each as defined herein), beneficially owned by the Reporting Person identified above in Item 1 hereto. SCHEDULE 13D - ------------------------- ------------------------- CUSIP No. 35921 W 10 1 Page 5 of 22 Pages - ------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Dean Witter Venture Partners IV, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,745,121 WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,745,121 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,745,121 - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7%+ - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN, IA - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! + Assumes 7,568,218 shares of Common Stock (as defined herein) outstanding based on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2002 filed with the Securities and Exchange Commission on May 15, 2002 and assumes conversion and exercise of all Preferred Stock, Warrants and Initial Notes (each as defined herein), beneficially owned by the Reporting Person identified above in Item 1 hereto. SCHEDULE 13D - ------------------------- ------------------------- CUSIP No. 35921 W 10 1 Page 6 of 22 Pages - ------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Dean Witter Venture Investors IV, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 202,462 WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 202,462 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 202,462 - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6%+ - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! + Assumes 7,568,218 shares of Common Stock (as defined herein) outstanding based on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2002 filed with the Securities and Exchange Commission on May 15, 2002 and assumes conversion and exercise of all Preferred Stock, Warrants and Initial Notes (each as defined herein), beneficially owned by the Reporting Person identified above in Item 1 hereto. SCHEDULE 13D - ------------------------- ------------------------- CUSIP No. 35921 W 10 1 Page 7 of 22 Pages - ------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Dean Witter Venture Offshore Investors IV, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 68,083 WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 68,083 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 68,083 - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%+ - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! + Assumes 7,568,218 shares of Common Stock (as defined herein) outstanding based on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2002 filed with the Securities and Exchange Commission on May 15, 2002 and assumes conversion and exercise of all Preferred Stock, Warrants and Initial Notes (each as defined herein), beneficially owned by the Reporting Person identified above in Item 1 hereto. SCHEDULE 13D - ------------------------- ------------------------- CUSIP No. 35921 W 10 1 Page 8 of 22 Pages - ------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Dean Witter Equity Funding, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 394,445 WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 394,445 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 394,445 - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0%+ - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! + Assumes 7,568,218 shares of Common Stock (as defined herein) outstanding based on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2002 filed with the Securities and Exchange Commission on May 15, 2002 and assumes conversion and exercise of all Preferred Stock, Warrants and Initial Notes (each as defined herein), beneficially owned by the Reporting Person identified above in Item 1 hereto. SCHEDULE 13D - ------------------------- ------------------------- CUSIP No. 35921 W 10 1 Page 9 of 22 Pages - ------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Originators Investment Plan, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,765 WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 20,765 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,765 - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%+ - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! + Assumes 7,568,218 shares of Common Stock (as defined herein) outstanding based on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2002 filed with the Securities and Exchange Commission on May 15, 2002 and assumes conversion and exercise of all Preferred Stock, Warrants and Initial Notes (each as defined herein), beneficially owned by the Reporting Person identified above in Item 1 hereto. SCHEDULE 13D - ------------------------- ------------------------- CUSIP No. 35921 W 10 1 Page 10 of 22 Pages - ------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MSDW OIP Investors, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,765 WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 20,765 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,765 - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%+ - See Item 4 and Item 5 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! + Assumes 7,568,218 shares of Common Stock (as defined herein) outstanding based on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2002 filed with the Securities and Exchange Commission on May 15, 2002 and assumes conversion and exercise of all Preferred Stock, Warrants and Initial Notes (each as defined herein), beneficially owned by the Reporting Person identified above in Item 1 hereto. This Amendment No. 2 amends the Report on Schedule 13D, originally filed on May 19, 2000 (the "Original Schedule 13D") and subsequently amended by the Amendment No. 1 filed on March 11, 2002 (the "Amendment No. 1", and the Original Schedule 13D as amended by the Amendment No. 1, the "Schedule 13D"). Capitalized terms used without definitions in this Amendment No. 2 shall have the respective meanings ascribed to them in the Schedule 13D. References to "herein" and "hereof" are references to the Schedule 13D, as amended by this Amendment No. 2. Change of Reporting Person's Corporate Name In connection with the change of reporting person's corporate name, the Schedule 13D is hereby amended by (i) deleting the Corporate name "Morgan Stanley Dean Witter & Co." at each instance and replacing each with "Morgan Stanley", and (ii) deleting the defined term "Morgan Stanley Dean Witter" at each instance and replacing it with "Morgan Stanley". Item 1. Security and Issuer. The first paragraph under Item 1 of the Schedule 13D is hereby deleted in its entirety and replaced as follows: This statement relates to the shares of common stock, without par value (the "Common Stock") of Frontstep, Inc. formerly known as Symix Systems, Inc., an Ohio corporation (the "Company"). Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"), this statement also relates to shares of Common Stock issuable upon (i) exercise of certain warrants issued by the Company on May 10, 2000 (the "2000 Warrants"); (ii) exercise of certain warrants issued by the Company on March 7, 2002 (the "2002 Warrants", and, together with the 2000 Warrants, the "Warrants"); (iii) conversion of shares of Series A Convertible Preferred Stock, without par value (the "Preferred Stock"); and (iv) conversion of the Initial Notes (as defined below) owned by the Reporting Persons. Item 2. Identity and Background. The fifth paragraph under Item 2 of the Schedule 13D is hereby replaced in its entirety as follows: The address of the principal business and principal office of Morgan Stanley, the Funds, MSVP LLC, MSVP Inc., Equity Funding, OIP and MSDW OIP is 1585 Broadway, New York, New York 10036. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by: (a) deleting the second paragraph under the caption "2002 Transaction" in its entirety and replacing it as follows: Simultaneously with entering into the 2002 Securities Purchase Agreement, the Company and the Investors amended and restated the Investor Rights Agreement (the "Amended and Restated Investor Rights Agreement"). Additionally, pursuant to the 2002 Securities Purchase Agreement, the Company agreed to issue and sell to the 2002 Investors, and the 2002 Investors agreed to purchase, subject to certain conditions, including the approval of the Company's shareholders, in aggregate $3,500,000 principal amount of 10% subordinated convertible notes due May 10, 2004 (the "Convertible Notes"). 11 On June 20, 2002, the Company's Shareholders, among other things, approved the issuance of the Convertible Notes, and the issuance of common shares upon conversion of the Initial Notes. On July 9, 2002, the Company and the 2002 Investors entered into Amendment Number One (the "SPA Amendment") to the 2002 Securities Purchase Agreement. Execution of the SPA Amendment constituted the "Convertible Closing" as such term is defined in the Initial Notes; therefore, the Initial Notes are now convertible, at the election of the holder at any time after July 9, 2002, into Common Stock, at a conversion price per share initially equal to $2.4876. In addition, the SPA Amendment permits the Company to issue Convertible Notes in an amount not to exceed $3,500,000 as the Company requires additional funding for its operating needs provided that the Company provides the 2002 Investors adequate notice and follows certain procedures. As of July 9, 2002, all conditions precedent to the 2002 Investors' obligation to purchase the Convertible Notes, except receipt of any such notices and evidence of compliance with such procedures, have been satisfied. (b) amending the description under the caption "Description of the Initial Notes and 2002 Warrants" by: (i) replacing the first paragraph under the sub-caption "Conversion" in its entirety as follows: Conversion. Pursuant to terms thereof, the Initial Notes owned by the Funds will be convertible into shares of Common Stock, at the election of the holder at any time after July 9, 2002, at a conversion price per share initially equal to $2.4876. (ii) deleting the entire paragraph under the sub-caption "Holder Put Right". (c) amending the description under the caption "Amended and Restated Investor Rights Agreement" by: (i) deleting the clause "Within 90 days of the date of issuance of the Convertible Notes" and replacing it with "Within 90 days of the date of execution of the SPA Amendment" in the first sentence in the paragraph immediately following the sub-caption "Registration Rights"; and (ii) deleting the second full sentence in the same paragraph in its entirety and replacing it with "As of June 30, 2002, the Company is obligated to use its reasonable best efforts to effect the registration of the Common Stock into which the 2002 Warrants beneficially owned by the 2002 Investors may be exercised within 90 days of June 30, 2002." (d) replacing the last paragraph of Item 4 in its entirety as follows: The foregoing description is qualified in its entirety by reference to: (i) the text of the 2000 Securities Purchase Agreement which was filed as Exhibit 5 to the Original Schedule 13D; (ii) the text of the Form of Article Fourth of the Amended Articles of Incorporation which was filed as Exhibit 3 to the Original Schedule 13D; (iii) the text of the 2002 Securities Purchase Agreement which is filed as Exhibit 6 to the Amendment No. 1; (iv) the text of the Amended and Restated Investor Rights Agreement which is filed as Exhibit 5 to the Amendment No. 1; and (v) the text of the SPA Amendment which is filed as Exhibit 7 to this Amendment No. 2. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended by: (a) deleting the second and the third paragraphs under Item 5 and replacing them as follows: If all of the outstanding Preferred Stock were converted into Common Stock as of July 9, 2002, the Funds, Equity Funding and OIP would own 1,601,064 shares 12 of Common Stock, which would represent approximately 16.3% of the Common Stock (or approximately 14.4% of the Common Stock if all outstanding options held by employees of the Company that were exercisable had been exercised on July 9, 2002). The Funds, Equity Funding and OIP have acquired and, for purposes of Rule 13d-3 promulgated under the Exchange Act, may be deemed to own beneficially, in the aggregate, 400,266 shares of Preferred Stock convertible into 1,601,064 shares of Common Stock, 574,379 Warrants exercisable for 574,379 shares of Common Stock, and $635,418 principal amount of Initial Notes convertible into 255,433 shares of Common Stock. If all of the outstanding Warrants were exercised and all of the Preferred Stock and Initial Notes were converted into Common Stock as of July 9, 2002, the Funds, Equity Funding and OIP would have held an aggregate of 2,430,876 shares of Common Stock, which would have represented approximately 21.2% of the Common Stock (or approximately 19.1% of the Common Stock if all outstanding options held by employees of the Company that were exercisable had been exercised on July 9, 2002). (b) deleting the fifth and the sixth paragraphs under Item 6 and replacing them as follows: Each of Morgan Stanley, MSVP Inc. and MSVP LLC may be deemed to have shared voting and dispositive power with respect to the Common Stock underlying the Preferred Stock, the Warrants, and the Initial Notes beneficially held by the Funds. Morgan Stanley may be deemed to have shared voting and dispositive power with respect to the Common Stock underlying the Preferred Stock, the Warrants, and the Initial Notes beneficially owned by the Funds, MSVP Inc., MSVP LLC, Equity Funding, OIP and MSDW OIP. Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby replaced in its entirety by the following: Exhibit 1: Joint Filing Agreement among the Reporting Persons Exhibit 2: Form of Article Fourth of the Amended Articles of Incorporation (previously filed as Exhibit 3 to Original Schedule 13D on May 19, 2000) Exhibit 3: Investor Rights Agreement (previously filed as Exhibit 4 to Original Schedule 13D on May 19, 2000) Exhibit 4: 2000 Securities Purchase Agreement (previously filed as Exhibit 5 to Original Schedule 13D on May 19, 2000) Exhibit 5: Amended and Restated Investor Rights Agreement (previously filed as Exhibit 5 to Amendment No. 1 on March 11, 2002) Exhibit 6: 2002 Securities Purchase Agreement (previously filed as Exhibit 6 to Amendment No. 1 on March 11, 2002) Exhibit 7: SPA Amendment 13 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 10, 2002 MORGAN STANLEY By: /s/ Peter R. Vogelsang --------------------------------- Name: Peter R. Vogelsang Title: Authorized Signatory 14 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 10, 2002 MSDW VENTURE PARTNERS IV, INC. By: /s/ Debra Abramovitz --------------------------------- Name: Debra Abramovitz Title: Executive Director 15 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 10, 2002 MSDW VENTURE PARTNERS IV, L.L.C. By: MSDW Venture Partners IV, Inc. By: /s/ Debra Abramovitz --------------------------------- Name: Debra Abramovitz Title: Executive Director 16 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 10, 2002 MORGAN STANLEY DEAN WITTER VENTURE PARTNERS IV, L.P. By MSDW Venture Partners IV, L.L.C. its General Partner By MSDW Venture Partners IV, Inc. By: /s/ Debra Abramovitz ---------------------------------- Name: Debra Abramovitz Title: Executive Director 17 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 10, 2002 MORGAN STANLEY DEAN WITTER VENTURE INVESTORS IV, L.P. By MSDW Venture Partners IV, L.L.C. its General Partner By MSDW Venture Partners IV, Inc. its Member By: /s/ Debra Abramovitz ---------------------------------- Name: Debra Abramovitz Title: Executive Director 18 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 10, 2002 MORGAN STANLEY DEAN WITTER VENTURE OFFSHORE INVESTORS IV, L.P. By MSDW Venture Partners IV, L.L.C. its General Partner By MSDW Venture Partners IV, Inc. its Member By: /s/ Debra Abramovitz ---------------------------------- Name: Debra Abramovitz Title: Executive Director 19 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 10, 2002 MORGAN STANLEY DEAN WITTER EQUITY FUNDING, INC. By: /s/ James Wilmott ---------------------------------- Name: James Wilmott Title: Vice President 20 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 10, 2002 ORIGINATORS INVESTMENT PLAN, L.P. By MSDW OIP Investors, Inc., its General Partner By: /s/ James Wilmott ---------------------------------- Name: James Wilmott Title: Vice President 21 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 10, 2002 MSDW OIP INVESTORS, INC. By: /s/ James Wilmott ---------------------------------- Name: James Wilmott Title: Vice President 22 SCHEDULE A Schedule A of the Schedule 13D is hereby amended by (i) deleting the address "1221 Avenue of the Americas, New York, New York 10020" at each instance and replacing each with the address "1585 Broadway, New York, New York 10036"; (ii) deleting the corporate name "Morgan Stanley Dean Witter & Co." at each instance and replacing each with "Morgan Stanley"; (iii) deleting the defined term "MSDW" at each instance and replacing each with "MS"; (iv) deleting the corporate name "Morgan Stanley Venture Partners IV, Inc." at each instance and replacing each with "MSDW Venture Partners IV, Inc."; and (v) deleting the list of executive officers and directors for MSDW Venture Partners IV, Inc. and replacing such list with the following: Name Title - ---------------- ------------------- Guy L. de Chazal Director, President and Chief Executive Officer Karen H. Bechtel Director and Managing Director Ghassan J. Bejjani Executive Director Scott S. Halsted Director and Executive Director William J. Harding Director and Managing Director James S. Hoch Director and Managing Director Howard I. Hoffen Director and Managing Director Michael C. Hoffman Managing Director Mian Fazle Husain Director and Executive Director Robert J. Loarie Director and Managing Director Kenneth F. Clifford Chief Financial Officer and Executive Director Debra Abramovitz Chief Operating Officer and Executive Director Peter R. Vogelsang Executive Director and Secretary A-1 INDEX TO EXHIBITS Exhibit 1: Joint Filing Agreement among the Reporting Persons Exhibit 2: Form of Article Fourth of the Amended Articles of Incorporation (previously filed as Exhibit 3 to Original Schedule 13D on May 19, 2000) Exhibit 3: Investor Rights Agreement (previously filed as Exhibit 4 to Original Schedule 13D on May 19, 2000) Exhibit 4: 2000 Securities Purchase Agreement (previously filed as Exhibit 5 to Original Schedule 13D on May 19, 2000) Exhibit 5: Amended and Restated Investor Rights Agreement (previously filed as Exhibit 5 to Amendment No. 1 on March 11, 2002) Exhibit 6: 2002 Securities Purchase Agreement (previously filed as Exhibit 6 to Amendment No. 1 on March 11, 2002) Exhibit 7: SPA Amendment A-2 EX-1 3 jul0902_ex1.txt EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, without par value of Frontstep Systems, Inc., an Ohio corporation and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. MORGAN STANLEY MORGAN STANLEY DEAN WITTER VENTURE PARTNERS IV, L.P. By: /s/ Peter R. Vogelsang ----------------------------------- By MSDW Venture Partners IV, L.L.C. Name: Peter R. Vogelsang its General Partner Title: Authorized Signatory By MSDW Venture Partners IV, Inc. its Member MSDW VENTURE PARTNERS IV, INC. By: /s/ Debra Abramovitz --------------------------------- Name: Debra Abramovitz By: /s/ Debra Abramovitz Title: Executive Director ----------------------------------- Name: Debra Abramovitz Title: Executive Director MSDW VENTURE PARTNERS IV, L.L.C. MORGAN STANLEY DEAN WITTER VENTURE INVESTORS IV, L.P. By MSDW Venture Partners IV, Inc. its Member By MSDW Venture Partners IV, L.L.C. its General Partner By: /s/ Debra Abramovitz ----------------------------------- By MSDW Venture Partners IV, Inc. Name: Debra Abramovitz its Member Title: Executive Director By: /s/ Debra Abramovitz --------------------------------- Name: Debra Abramovitz Title: Executive Director MORGAN STANLEY DEAN WITTER VENTURE MORGAN STANLEY DEAN WITTER EQUITY OFFSHORE INVESTORS IV, L.P. FUNDING, INC. By MSDW Venture Partners IV, L.L.C. By: /s/ James Wilmott its General Partner --------------------------------- Name: James Wilmott By MSDW Venture Partners IV, Inc. Title: Vice President its Member By: /s/ Debra Abramovitz ---------------------------------- Name: Debra Abramovitz Title: Executive Director ORIGINATORS INVESTMENT PLAN, L.P. MSDW OIP INVESTORS, INC. By: MSDW OIP Investors, Inc., its General Partner By: /s/ James Wilmott --------------------------------- Name: James Wilmott By: /s/ James Wilmott Title: Vice President ----------------------------------- Name: James Wilmott Title: Vice President EX-7 4 jul0902_ex7.txt EXHIBIT 7 AMENDMENT NUMBER ONE dated as of July 9, 2002 to the SECURITIES PURCHASE AGREEMENT dated as of March 7, 2002 between Frontstep, Inc. and The Investors named herein AMENDMENT NUMBER ONE TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NUMBER ONE (the "Amendment") dated as of July 9, 2002 between Frontstep, Inc., an Ohio corporation (the "Company"), and the several investors set forth on Schedule I hereto (individually, an "Investor" and collectively the "Investors"). W I T N E S S E T H : WHEREAS, the parties hereto have entered into a Securities Purchase Agreement dated as of March 7, 2002 (the "Agreement"); WHEREAS the Initial Closing (as defined in the Agreement) occurred on March 7, 2002; and WHEREAS, the parties hereto desire to amend the Agreement in certain respects, as more fully set forth below; NOW, THEREFORE, the parties hereto agree as follows: Article 1 DEFINITIONS Section 1.01. Definitions. (a) Unless otherwise specifically defined herein, each term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. The following terms, as used herein, have the following meanings: "Convertible Notes" means the 10% subordinated convertible notes due May 10, 2004 in an aggregate principal amount of up to $3,500,000 issued by the Company, substantially in the form of Exhibit B to the Agreement. "Transaction Agreements" means the Agreement, this Amendment and the Amended and Restated Investor Rights Agreement. (b) Each of the following terms is defined in the Section of the Agreement set forth opposite such term: Term Section ---- ------- Convertible Closing 2.02(b) Draw-down Amount 8.04(a) Draw-down Notice 8.04(a) Term Section ---- ------- First SEC Letter 3.06(b) Initial Convertible Closing Date 2.02(b) Second SEC Letter 3.06(b) Subsequent Convertible Closing 2.02(c) Subsequent Convertible Closing Date 2.02(c) Article 2 AMENDMENT OF ARTICLE 2 OF THE AGREEMENT Section 2.01 of the Agreement is amended to read as follows: Section 2.01. Purchase And Sale. Upon the terms and subject to the conditions of the Agreement and this Amendment, the Company agrees to (i) sell to each Investor, and each Investor severally agrees to purchase from the Company, the Initial Notes and Warrants in the amounts and at the aggregate prices set forth opposite the names of such Investor on Schedule I hereto; and (ii) to sell to each Investor, and each Investor severally agrees to purchase from the Company, the Convertible Notes, in the amount equal to such Investor's pro rata share of the Draw-down Amount as set forth opposite the name of such Investor on Schedule I hereto. The aggregate purchase price payable by the Investors for the Convertible Notes shall not exceed $3,500,000 in cash. Section 2.02(b) of the Agreement is amended, and a new Section 2.02(c) has been added as follows: Section 2.02. Closings. (b) The execution and delivery of this Amendment shall take place at a closing at the offices of Davis Polk & Wardwell in New York City at 2:00 p.m. on Tuesday July 9, 2002, or at such other time or place as the Investors and the Company may agree (the "Convertible Closing"). The date and time of the Convertible Closing are referred to herein as the "Initial Convertible Closing Date." (c) Purchases and sales of Convertible Notes shall take place at one or more closings (each a "Subsequent Convertible Closing") at the offices of Davis Polk & Wardwell in New York City, as soon as possible, but in no event later than five days after satisfaction of the applicable conditions set forth in Article 8 of the Agreement as amended hereby, or at such other time or place as the Investors and the Company may agree. The date and time of any such Subsequent Convertible Closing are referred to herein as the "Subsequent Convertible Closing Date." At each such Subsequent Convertible Closing: 2 (i) each Investor shall deliver to the Company such Investor's pro rata share of the Draw-down Amount, as set forth on Schedule I hereto, in immediately available funds by wire transfer to an account of the Company designated by the Company, by notice to the Investors, no later than ten days prior to such Subsequent Convertible Closing Date; and (ii) the Company shall deliver to each Investor a Convertible Note, in an amount equal to such Investor's pro rata share of the Draw-down Amount as set forth on Schedule I hereto, being purchased by such Investor registered in the name of such Investor. Article 3 AMENDMENT OF ARTICLE 3 OF THE AGREEMENT The "lead in" to Article 3 of the Agreement is amended to read as follows: The Company hereby represents and warrants to each Investor as of the date hereof and as of the Initial Convertible Closing Date that: Section 3.06(b) and Section 3.06(e) of the Agreement are each amended and restated as follows: Section 3.06 SEC Filings (b) Except for (i) the deficiencies in the Company 10-K and Form S-3 filed on October 11, 2001 set forth in that certain letter dated November 14, 2001 from the Securities and Exchange Commission to Daniel P. Buettin, Vice President and Chief Financial Officer of the Company (the "First SEC Letter") and (ii) the deficiencies in the Company 10-K for the period ended June 30, 2001, the Company 10-Q for the period ended September 30, 2001 and the Company 10-Q for the period ended December 31, 2001 set forth in that certain letter dated April 30, 2002 from the Securities and Exchange Commission to Daniel P. Buettin, Vice President and Chief Financial Officer of the Company (the "Second SEC Letter"), as of its filing date, each Company SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (e) Except for an amendment to the Company 10-K, which amendment is necessitated by the First SEC Letter and the Second SEC Letter and amendments to the Company 10-Q for the period ended September 30, 2001 and the Company 10-Q for the period ended December 31, 2001, the Company and its Subsidiaries, as applicable, have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that were required to be filed with the Commission. 3 Article 4 AMENDMENT OF ARTICLE 4 OF THE AGREEMENT The "lead in" to Article 4 of the Agreement is amended to read as follows: Each Investor, severally and not jointly, represents and warrants to the Company as of the date hereof and as of the Initial Convertible Closing Date that: Article 5 AMENDMENT OF ARTICLE 5 OF THE AGREEMENT Section 5.09 of the Agreement is amended to read as follows: Section 5.09 SEC Obligations. The Company shall use its reasonable best efforts to correct as promptly as practicable the deficiencies in the Company 10-K, Company 10-Q for the period ended September 30, 2001 and the Company 10-Q for the period ended December 31, 2001 raised by the First SEC Letter and the Second SEC Letter. Article 6 AMENDMENT OF ARTICLE 8 OF THE AGREEMENT Article 8 of the Agreement is amended and restated in its entirety to read as follows: Section 8.01 Conditions to Obligations of Each Party. The several obligations of the Investors and the Company to consummate the Initial Closing, the Convertible Closing and any Subsequent Convertible Closing are subject to the satisfaction of the following conditions: (a) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Initial Closing, the Convertible Closing or any Subsequent Convertible Closing, as the case may be; (b) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Initial Closing, the Convertible Closing or any Subsequent Convertible Closing, as the case may be, shall have been instituted by any governmental body, agency, official or authority or any Person before any court, arbitrator or governmental body, agency or official and be pending; and 4 (c) The Amended and Restated Investors Rights Agreement shall have been executed and delivered by the Company and the Investors, and such agreement shall be in full force and effect and neither the Company nor any Investor shall have breached its obligations thereunder. Section 8.02 Conditions to Obligations of Investors. The obligations of the Investors to consummate the Convertible Closing are subject to the satisfaction of conditions (a) - (f) set forth below, and the obligations of the Investors to consummate any Subsequent Convertible Closing are subject to the satisfaction of condition (g): (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Initial Convertible Closing Date, (ii) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in all material respects at and as of the Initial Convertible Closing Date as if made at and as of such date (except for such that refer to an earlier date) and (iii) the Investors shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (b) The Company's shareholders shall have approved the issuance of the Convertible Notes and the issuance of the Warrants to Lawrence J. Fox and James A. Rutherford and the transactions as contemplated hereby; (c) Any regulatory consents or approvals required in connection with the transactions contemplated by this Agreement shall have been received and not withdrawn; (d) Any consent of Foothill Capital Corporation required in connection with the transactions contemplated by this Agreement, including without limitation, the Convertible Closing and any Subsequent Convertible Closing, shall have been received and not withdrawn; (e) Investors shall have received an opinion of Vorys, Sater, Seymour and Pease LLP, counsel to the Company, dated the Initial Convertible Closing Date in reasonable and customary form. In rendering such opinions, counsel may rely upon certificates of public officials, and as to matters of fact, upon certificates of officers of the Company and the Subsidiaries; (f) Investors shall have received all documents they may reasonably request relating to the existence of the Company and the Subsidiaries and the authority of the Company to execute and perform this Agreement, all in form and substance reasonably satisfactory to the Investors; and 5 (g) The Company shall have complied with the procedures set forth in Section 8.04. Section 8.03. Conditions to Obligations of the Company The obligation of the Company to consummate the Convertible Closing is subject to the satisfaction of conditions (a) - (e) set forth below, and the obligation of the Company to consummate any Subsequent Convertible Closing is not subject to satisfaction of any additional conditions: (a) (i) Investors shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Initial Convertible Closing Date and (ii) the representations and warranties of the Investors contained in this Agreement and in any certificate or other writing delivered by Investors pursuant hereto shall be true in all material respects at and as of the Initial Convertible Closing Date as if made at and as of such date (except for such that refer to an earlier date); (b) The Transaction Agreements, the Initial Note, the Convertible Note and the Warrants (and the transactions contemplated thereby) shall have been approved by the Board of Directors of the Company. (c) The Company's shareholders shall have approved the issuance of the Convertible Notes and the issuance of the Warrants to Lawrence J. Fox and James A. Rutherford and the transactions as contemplated hereby; (d) Any regulatory consents or approvals required in connection with the transactions contemplated by this Agreement shall have been received and not withdrawn; and (e) Any consent of Foothill Capital Corporation required in connection with the transactions contemplated by this Agreement, including without limitation, the Convertible Closing and any Subsequent Convertible Closing shall have been received and not withdrawn. Section 8.04. Draw-down Procedures (a) Five days prior to any Subsequent Convertible Closing Date, the Company shall deliver to each Investor notice (a "Draw-down Notice") that a resolution in the form attached hereto as Exhibit 8.04(a) has been passed by a majority of the entire board of directors of the Company, which resolution states that the funds the Company intends to borrow from the Investors (the "Draw-down Amount") by issuing Convertible Notes are needed for operating expenses which the board of directors reasonably expects to be due and payable by the Company within 30 days of any Subsequent Convertible Closing Date, as the case may be, and that the Company does not reasonably expect to have positive cash 6 flow from other sources, including but not limited to collections and other financing sources, to cover such operating expenses. Notwithstanding the foregoing, if such a resolution receives four (but not more than four) votes in favor of its passage, then the board of directors shall delegate the vote on such resolution to the independent directors to determine whether such resolution should be approved. In such case, affirmative approval of a majority of the independent directors shall constitute approval of such resolution for purposes of this Agreement. (b) The board of directors of the Company shall be entitled to rely on a certified report from the chief financial officer of the Company in the form attached hereto as Exhibit 8.04(b) (which the chief financial officer of the Company must deliver to the board of directors) stating: (i) the amount available to the Company under any agreement it may currently or in the future have with Foothill Capital Corporation or any of its Affiliates; (ii) such chief financial officer's reasonable judgment with respect to whether any such amount should be drawn down; and (iii) that the operating expenses for which funds are being borrowed from the Investors will be due and payable by the Company within 30 days of any Subsequent Convertible Closing Date and that the Company does not reasonably expect to have positive cash flow from other sources, including but not limited to collections and other financing sources, to cover such operating expenses. Article 7 AMENDMENT OF ARTICLE 9 OF THE AGREEMENT Article 9 of the Agreement is amended to read as follows: Section 9.01. Survival. The covenants, agreements, representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Initial Closing and the Convertible Closing. The representations and warranties of the parties hereto contained in this Agreement shall be deemed made only as of March 7, 2002 and as of the Initial Convertible Closing Date, in each case unless a different date is specified in the representation and warranty. Article 8 AMENDMENT OF ARTICLE 10 OF THE AGREEMENT Section 10.01(c) of the Agreement is amended to read as follows: (c) prior to the Convertible Closing or any Subsequent Convertible Closing if after the date hereof there shall be any law or regulation enacted or 7 promulgated that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction; Article 9 MISCELLANEOUS Section 9.01. Effect of Amendment on Agreement: Notification and Confirmation of Agreement as Amended. On and after the effective date of this Amendment each reference in the Agreement to "this Agreement," "hereunder," "hereof," or words of like import referring to the Agreement, and each reference in the Initial Notes, the Warrants, the Convertible Notes and the Amended and Restated Investors Rights Agreement shall mean the Agreement as amended by this Amendment. The Agreement, as amended by this Amendment is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. For the avoidance of doubt, the Investors and the Company agree that upon consummation of the Convertible Closing on the Initial Convertible Closing Date, the Initial Notes shall be convertible into Common Shares in accordance with the terms of Section 8.1 of the Initial Notes. Section 9.02. Expenses. All costs and expenses incurred in connection with this Amendment and the transactions contemplated hereby shall be paid by the party incurring such cost or expense; provided that the Company shall reimburse the Investors for their reasonable fees and expenses, and shall pay the fees and expenses of Davis Polk & Wardwell at the Convertible Closing. Section 9.03. Governing Law. This Amendment shall be construed in accordance with and governed by the internal laws of the State of Ohio without regards to principles of conflicts of law. Section 9.04. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 9.05. Entire Agreement. The Transaction Agreements, the Initial Notes, the Convertible Notes and the Warrants constitute the entire agreement between the parties with respect to the subject matter hereof (other than a writing which specifically states that it shall not be subject to this Section 9.05) and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of the Transaction Agreements, the Initial Notes, the Convertible Notes and the Warrants (other than a writing which specifically states that it shall not be subject to this Section 9.05). No representation, inducement, promise, understanding, condition or warranty not 8 set forth herein has been made or relied upon by any party hereto. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. Section 9.06. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. 9 IN WITNESS WHEREOF, the parties hereto here caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. FRONTSTEP, INC. By: /s/ Daniel P. Buettin ------------------------------------ Name: Daniel P. Buettin Title: Vice President and Chief Financial Officer Investors: MORGAN STANLEY DEAN WITTER VENTURE PARTNERS IV, L.P. MORGAN STANLEY DEAN WITTER VENTURE INVESTORS IV, L.P. MORGAN STANLEY DEAN WITTER VENTURE OFFSHORE INVESTORS IV, L.P. By: MSDW Venture Partners IV, L.L.C. as General Partner of the above limited partnerships By: MSDW Venture Capital IV, Inc., as Member By: /s/ Guy de Chazal ----------------------------------- Name: Guy de Chazal Title: Managing Director Address: 1585 Broadway New York, New York 10036 Fax: 212-761-9606 FALLEN ANGEL EQUITY FUND, L.P., By: Fallen Angel Capital, L.L.C., as its General Partner By: Barry Goldsmith, as Member By: /s/ Barry Goldsmith ----------------------------------- Name: Barry Goldsmith Title: Member Address: 125 Half Mile Road Red bank, New Jersey 07701 Fax: 732-945-1002 /s/ Lawrence J. Fox ---------------------------------------- Lawrence J. Fox Address: 10270 Olentangy River Road Powell, Ohio 43065 Fax: 614-847-7422 /s/ James A. Rutherford ---------------------------------------- James A. Rutherford Address: 15 South High Street New Albany, Ohio 43054 Fax: 614-855-3922 SCHEDULE I Investors Principal Purchase Amount of Price Paid Initial Number of for Initial Total Notes Warrants Notes and Pro Rata Amount Name of Investor Purchased Purchased Warrants Share Committed --------------------------- --------- --------- ----------- -------- ---------- (a) Morgan Stanley Dean Witter Venture Partners IV, L.P....... $550,131 220,052 $550,131 36.68% $1,283,639 (b) Morgan Stanley Dean Witter Venture Investors IV, L.P...... $63,824 25,530 $63,824 4.25% $148,923 (c) Morgan Stanley Dean Witter Venture Offshore Investors IV, L.P........................ $21,463 8,585 $21,463 1.43% $50,080 (d) Fallen Angel Equity Fund, L.P.. $264,582 105,833 $264,582 17.64% $617,358 (e) Lawrence J. Fox................ $450,000 180,000 $450,000 30% $1,050,000 (f) James A. Rutherford............ $150,000 60,000 $150,000 10% $350,000
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