SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SYMIX SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
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2) Aggregate number of securities to which transaction applies:
N/A
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
N/A
------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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[LOGO]
2800 CORPORATE EXCHANGE DRIVE
SUITE 400
COLUMBUS, OHIO 43231
TELEPHONE: (614) 523-7000
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
To the Shareholders of
SYMIX SYSTEMS, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Symix
Systems, Inc. ("Symix") will be held at 2800 Corporate Exchange Drive, Columbus,
Ohio, on Friday, November 1, 1996, at 9:00 a.m. (local time) for the following
purposes:
1. To elect six (6) directors, each to serve for a term of one year and
until his successor is duly elected and qualified or his earlier
resignation, removal from office or death.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on September 23, 1996,
are entitled to notice of and to vote at the Annual Meeting of Shareholders.
YOUR VOTE IS IMPORTANT
You are urged to date, sign and promptly return the enclosed Proxy so that
your shares may be voted in accordance with your wishes and so that the presence
of a quorum may be assured. The prompt return of your signed Proxy, regardless
of the number of shares you hold, will aid Symix in reducing the expense of
additional Proxy solicitation. Should you attend the meeting, you may revoke
your Proxy and vote in person. Attendance at the meeting will not, in and of
itself, constitute revocation of a Proxy. You are cordially invited to attend
the meeting, and we request that you indicate your plans in this respect in the
space provided on the enclosed form of Proxy.
[SIGNATURE]
LAWRENCE W. DELEON,
SECRETARY
Columbus, Ohio
September 24, 1996
[THIS PAGE INTENTIONALLY LEFT BLANK]
[LOGO]
2800 CORPORATE EXCHANGE DRIVE
SUITE 400
COLUMBUS, OHIO 43231
TELEPHONE: (614) 523-7000
------------------------
PROXY STATEMENT
---------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Symix Systems, Inc. ("Symix") to be used at
its Annual Meeting of Shareholders (the "Meeting") to be held on November 1,
1996 and at any adjournment or adjournments thereof. Shares represented by
properly executed proxies will be voted at the Meeting. Where a choice is
specified by the shareholder, the proxy will be voted in accordance with such
choice. Any proxy may be revoked at any time insofar as it has not been
exercised provided notice of revocation of the proxy is received by Symix either
in writing or in open meeting.
This Proxy Statement was first mailed to shareholders on or about September
24, 1996.
September 23, 1996, has been fixed as the record date for the determination
of shareholders entitled to notice of and to vote at the Meeting or any
adjournment or adjournments thereof. On the record date, giving effect to the
recent two-for-one stock split, there were outstanding and entitled to be voted,
5,522,576 Common Shares of Symix.
Each shareholder is entitled to one vote for each share held. Shareholders
do not have cumulative voting rights in the election of directors.
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth the names and addresses of the only persons
known to Symix who each beneficially owns more than 5% of the outstanding Symix
Common Shares ("Common Shares"), the number of Common Shares beneficially owned
and the percentage of Common Shares so owned as of the record date:
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS
- ---------------------------------------------------------------------------------------------- -------------------- ----------
Lawrence J. Fox .............................................................................. 2,158,854(1) 38.3%
2800 Corporate Exchange Drive
Suite 400
Columbus, Ohio 43231
Kennedy Capital Management, Inc. ............................................................. 509,400(2) 9.22%
425 North Ballas Road, #158
St. Louis, Missouri 63141
- ------------------------
(1) See note 1 and note 2 to next table.
(2) Based on information provided to Symix by Kennedy Capital Management, Inc.
The following table sets forth, as of the record date, certain information
as to the share ownership of each director and nominee, and the share ownership
of all directors and executive officers as a group:
AMOUNT AND NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS
- ---------------------------------------------------------------------------------------------- -------------------- ----------
Lawrence J. Fox............................................................................... 2,158,854(2) 38.3%
John Tait..................................................................................... 30,156(3) *
Duke W. Thomas................................................................................ 40,638(3) *
Larry L. Liebert.............................................................................. 20,000(3) *
James A. Rutherford........................................................................... 80,000(4) 1.4%
Stephen A. Sasser............................................................................. 116,000(5) 2.1%
Lawrence W. DeLeon............................................................................ 24,000(6) *
Otto Offereins................................................................................ 15,000(6) *
James W. Randall(7)........................................................................... 56,200(8) 1.0%
All directors, nominees and officers as a group (11 persons).................................. 2,547,848(9) 43.2%
- ------------------------
* Represents less than 1% of the outstanding Common Shares.
(1) Each named beneficial owner has sole voting and investment power with
respect to the shares listed, except as otherwise noted. The number of
shares shown has been adjusted to reflect the two-for-one stock split
effective September 10, 1996.
(2) Includes 108,000 shares subject to options exercisable within sixty days.
(3) Includes 20,000 shares subject to options exercisable within sixty days.
(4) Does not include 240,000 shares held by Roundwood Capital L.P., of which
Mr. Rutherford is a limited partner. Includes 20,000 shares subject to
options exercisable within sixty days.
(5) Includes 100,000 shares subject to options exercisable within sixty days.
(6) Includes 15,000 shares subject to options exercisable within sixty days.
(7) Mr. Randall resigned his position as an executive officer of the Company
effective May 6, 1996.
(8) Includes 56,000 shares subject to options exercisable within sixty days.
(9) Includes 379,000 shares subject to options exercisable within sixty days.
2
DIRECTORS
At the Meeting, six (6) directors will be elected to hold office, each until
the 1997 annual meeting of shareholders or until his successor is duly elected
and qualified or his earlier resignation, removal from office or death. It is
the intention of the persons named as Proxies in the enclosed proxy card to vote
the shares they represent for the election of the persons named in the following
table unless the proxy card is marked to indicate that such authorization is
expressly withheld. In case any person named in the table is unable to serve
(which is not anticipated), the persons named as Proxies in the enclosed proxy
card may vote the shares they represent for another nominee as recommended by
the Board of Directors.
DIRECTOR
NAME AGE DIRECTORS AND THEIR PRINCIPAL OCCUPATIONS SINCE
- ------------------------- --- ---------------------------------------------------------------------------------------- --------
Lawrence J. Fox.......... 40 Chairman of the Board and Chief Executive Officer of Symix 1984
Larry L. Liebert......... 50 Chairman of the Board and Chief Executive Officer of L Corporation 1993
Stephen A. Sasser........ 46 President and Chief Operating Officer of Symix 1995
John Tait................ 48 Managing General Partner, B.P.A. Consultants 1985
Duke W. Thomas........... 59 Partner, Vorys, Sater, Seymour and Pease 1988
James A. Rutherford...... 50 President of Wingset Inc. 1995
Mr. Fox founded Symix in 1979 as a sole proprietorship. He has held his
present offices since Symix was incorporated in 1984. He also served as
Treasurer until 1989.
Mr. Liebert has been the Chairman and Chief Executive Officer of L
Corporation, a parent/holding company for selected businesses in the wholesale,
distribution and manufacturing industries, since it was formed in 1990. From
1965 to 1987, Mr. Liebert held various positions at Liebert Corporation, an
international manufacturer and distributor of computer support systems products,
including President from 1981 to 1987 and Chairman of the Board from 1984 to
1987. In 1987, Liebert Corporation was acquired by and became a subsidiary of
Emerson Electric Company, which designs, manufactures and sells a broad range of
electrical and electronic products and systems. Mr. Liebert served as an Emerson
Group Vice President as well as Chairman of Liebert Corporation until 1990.
Mr. Sasser joined the Company in July, 1995 as President and Chief Operating
Officer. From October, 1994 to June, 1995, Mr. Sasser served as Vice President
of International Operations for Trilogy Development Group, a provider of
client-server sales and marketing software. From August, 1992 to October 1994,
Mr. Sasser was Group Vice President of the Systems Management Division and
Pacific Rim Operations of Legent Corporation, a provider of systems management
software products and services ("Legent"). From April, 1987 through its
acquisition by Legent in 1992, Mr. Sasser served as President of the Data Center
Management Division of Goal Systems International, Inc. ("Goal Systems"), which
designed, developed, and marketed systems management software products. Mr.
Sasser also is a director of Viaserve, Inc.
Mr. Tait has been the Managing General Partner of B.P.A. Consultants, an
investment partnership in Columbus, Ohio, since 1990. From 1987 until 1990 he
was a partner of F.M.G., a financial consulting firm. Prior thereto, Mr. Tait
served as Secretary and Treasurer of the Lowe Group, a financial services
holding company.
Mr. Thomas has been a partner of Vorys, Sater, Seymour and Pease, a law firm
based in Columbus, Ohio, for more than five years. Mr. Thomas is also a director
of The Ohio Bar Liability Insurance Co.
Mr. Rutherford founded Wingset Inc., a private investment management
corporation, and has served as its President since 1992. He was Chairman of the
Board from 1988 to 1991 and Chief Executive Officer from 1988 to 1990 of Goal
Systems. Mr. Rutherford is also a director of Ciber, Inc.
3
COMPENSATION, MEETINGS AND COMMITTEES OF DIRECTORS
For the fiscal year ended June 30, 1996, the compensation arrangement
between Symix and all directors who are not employees of Symix ("Outside
Directors") was as follows: $500 for each Board meeting attended; and $1,250 per
quarter. For the fiscal year ending June 30, 1997, it is anticipated that the
compensation arrangement between Symix and the Outside Directors will remain the
same. In addition, from time to time, the Outside Directors receive options to
acquire Symix's Common Shares under the Symix Systems, Inc. Stock Option Plan
for Outside Directors (the "Directors' Plan"). During the 1996 fiscal year, an
option for 20,000 Symix Common Shares was granted to Mr. Rutherford under the
Directors' Plan. Employee directors did not, in fiscal year 1996, and will not
in fiscal year 1997, receive any additional compensation for serving as a
director.
During the last fiscal year, there were five meetings of Symix's Board of
Directors. With the exception of Larry Liebert, who attended three Board
meetings and two Compensation Committee meetings, no director attended less than
75% of the aggregate of the total number of meetings of the Board of Directors
and the total number of meetings of all committees of the Board of Directors on
which that director served.
Symix has an Audit Committee consisting of Lawrence J. Fox, John Tait and
Duke W. Thomas. The committee met one time during the 1996 fiscal year. Its
function is to review the adequacy of Symix's system of internal control, to
investigate the scope and adequacy of the work of Symix's auditors and to
recommend to the directors a firm of accountants to serve as Symix's auditors.
Symix does not have a nominating committee.
EXECUTIVE COMPENSATION
The following table shows, as to the Chief Executive Officer and the other
most highly compensated executive officers whose salary plus bonus exceeded
$100,000, information concerning compensation paid for services to Symix in all
capacities during the fiscal year ended June 30, 1996, as well as the total
compensation paid to each such individual for Symix's two previous fiscal years
(if such person was the Chief Executive Officer or an executive officer, as the
case may be, during any part of such fiscal years).
4
SUMMARY COMPENSATION TABLE
SECURITIES
OTHER ANNUAL UNDERLYING
COMPENSATION OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) SARS (#)(1) COMPENSATION ($)
- ----------------------------------------------- ---- ---------- --------- ------------ ------------ -------------------
Lawrence J. Fox................................ 1996 $ 256,661 None $44,973(2) None $32,165(3)
Chairman and CEO 1995 241,500 None N/A 80,000 31,019(4)
1994 235,751 $ 8,404 N/A 80,000 31,052(5)
Stephen A. Sasser.............................. 1996 $ 220,000 $ 180,000 N/A 540,000(6) $ 1,833(8)
President and COO
Lawrence W. DeLeon............................. 1996 $ 105,573 $ 69,360 N/A 80,000(7) $ 1,833(8)
Vice President and CFO
Otto Offereins................................. 1996 $ 102,865 $ 58,060 N/A 80,000(7) $ 1,819(8)
Vice President -- Development and Support
James W. Randall............................... 1996 $ 133,460(9) $ 31,185 N/A None $ 2,733(8)
Senior Vice 1995 144,169(9) 45,500 N/A None 1,952(8)
President -- Sales 1994 107,538(9) 18,654 N/A None 1,442(8)
- ------------------------
(1) Symix has not granted any stock appreciation rights. Adjusted to reflect
the two-for-one stock split effective September 10, 1996.
(2) Includes reimbursement of $13,331 for estimated taxes relating to
compensation received by the named officer during fiscal years 1996 and
1995, payment for automobile allowance for 16 months during fiscal years
1996 and 1995 and club dues.
(3) Includes $28,000 paid for the premiums on split term life insurance on the
named officer and Symix's matching contribution to the 401(k) Profit Sharing
Plan of $4,165.
(4) Includes $28,000 paid for premium on split term life insurance on the named
officer and Symix's matching contribution to the 401(k) Profit Sharing Plan
of $3,019.
(5) Includes $28,000 paid for the premiums on split term life insurance on the
named officer and Symix's matching contribution to the 401(k) Profit Sharing
Plan of $3,052.
(6) Includes 140,000 Symix Common Shares covered by an option granted in July,
1996 as compensation for services rendered in fiscal year ended June 30,
1996 and the achievement of certain financial performance objectives.
(7) Includes 20,000 Symix Common Shares covered by an option granted in July,
1996 for services rendered in fiscal year ended June 30, 1996 and the
achievement of certain financial performance objectives.
(8) Represents Symix's matching contribution to the 401(k) Profit Sharing Plan
for the named officer.
(9) Includes commissions.
EMPLOYMENT AGREEMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
Symix has an employment agreement dated July 5, 1995 with Stephen A. Sasser,
President and Chief Operating Officer of Symix (the "Agreement"). The initial
term of the Agreement extends to July 5, 1999. However, the Agreement provides
for automatic renewal for one additional year each July 4 thereafter unless
prior notice of non-renewal is given by Symix to Mr. Sasser at least 150 days,
or by Mr. Sasser to Symix at least 120 days, before the expiration of the
initial term or any extended term. Under the
5
Agreement, Mr. Sasser agrees to serve as President and Chief Operating Officer
of Symix. He further agrees to serve as a director of Symix and as an officer
and/or director of any of Symix's subsidiaries if elected as such.
Mr. Sasser also is entitled to receive under the Agreement an annual base
salary of not less than $220,000 and additional compensation pursuant to a bonus
plan approved by the Compensation Committee of the Symix Board of Directors
(with a target bonus opportunity of $180,000).
If Mr. Sasser's employment with Symix is terminated as the result of his
death or disability (as defined in the Agreement), or by Symix for cause (as
defined in the Agreement), then he will be entitled to receive his base salary
through the date of termination and bonus compensation as provided for under the
Agreement on a pro rata basis to the extent that Symix has achieved certain
annual targets and objectives. In the event of termination of Mr. Sasser's
employment by Symix other than for cause or disability (in each case, as defined
in the Agreement) or by Mr. Sasser within one year after a "change in control"
of Symix (as defined in the Agreement), in addition to the prorated base salary
and bonus compensation previously described, Mr. Sasser will be entitled to
receive an amount equal to his annual base salary, plus an amount equal to the
highest bonus earned by him under the terms of the Agreement for any fiscal year
prior to the date of termination, and other specified benefits. The Agreement
also provides for the grant of two separate options covering 400,000 and 140,000
Symix Common Shares, respectively, to Mr. Sasser as additional consideration. An
option for 400,000 Symix Common Shares was granted to Mr. Sasser effective in
January, 1996. Mr. Sasser was entitled to receive the option for an additional
140,000 Symix Common Shares within 30 days after publication of quarterly and
annual statements of sales and earnings for Symix's fiscal 1996 fourth quarter
and year provided that Mr. Sasser remained employed by Symix through June 30,
1996 and achieved certain financial performance objectives. The option for
140,000 Symix Common Shares was granted to Mr. Sasser on July 25, 1996.
Under the Agreement, if any of the compensation or other benefits paid to
Mr. Sasser upon termination of his employment by Symix without cause, or upon
termination of his employment by Mr. Sasser within a year after a change in
control of Symix, result in additional tax to him under Section 4999 of the
Internal Revenue Code, then Symix is required to make an additional payment to
him so as to provide Mr. Sasser with the benefits he would have received in the
absence of such tax.
The Agreement also requires Symix to maintain a policy of insurance on Mr.
Sasser's life in the amount of $1 million, the proceeds of which policy to be
payable upon his death to beneficiaries designated by Mr. Sasser or to his
estate if no such designation is made.
In addition, awards of stock options to Symix employees, including the named
executive officers, generally will vest upon a change in control of Symix (as
defined in Symix employee stock option agreements).
STOCK OPTION GRANTS AND EXERCISES
The following table sets forth certain information with respect to stock
options awarded during fiscal year 1996 to executive officers named in the
Summary Compensation Table. These option grants are also reflected in the
Summary Compensation Table. In accordance with Securities and Exchange
Commission ("Commission") rules, the hypothetical realizable values for each
option grant are shown based on compound annual rates of stock price
appreciation of 5% and 10% from the grant date to the expiration date. The
assumed rates of appreciation are prescribed by the Commission and are for
illustration purposes only; they are not intended to predict future stock
prices, which will depend upon market conditions and Symix's future performance
and prospects.
6
STOCK OPTIONS GRANTED IN FISCAL YEAR 1996
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS ANNUAL RATES OF
# OF GRANTED TO STOCK PRICE
SECURITIES EMPLOYEES APPRECIATION FOR
UNDERLYING IN EXERCISE MARKET ORIGINAL OPTION TERM
OPTIONS FISCAL PRICE PRICE EXPIRATION --------------------------------
NAME GRANTED 1996 ($/SHARE) ($/SHARE) DATE 0% ($) 5% ($) 10% ($)
- ------------------------ ---------- ---------- -------- --------- ---------- -------- ---------- ----------
Lawrence J. Fox......... -0- N/A N/A N/A N/A N/A N/A N/A
Stephen A. Sasser....... 400,000(1) 50.4% $3.8125 $ 5.00 7/5/05 $475,000 $1,735,000 $3,655,000
Lawrence W. DeLeon...... 60,000(2) 7.6% $ 5.375 N/A 9/15/05 N/A $ 203,175 $ 512,775
Otto Offereins.......... 60,000(2) 7.6% $ 5.375 N/A 9/15/05 N/A $ 203,175 $ 512,775
James W. Randall........ -0- N/A N/A N/A N/A N/A N/A N/A
- --------------------------
(1) Does not include 140,000 Symix Common Shares covered by an option granted
in July, 1996 as compensation for services rendered in fiscal year ended
June 30, 1996 and the achievement of certain financial performance
objectives. The option expires on July 25, 2000 and has an exercise price of
$7.595 per share.
(2) Does not include 20,000 Symix Common Shares covered by an option granted in
July, 1996 as compensation for services rendered in fiscal year ended June
30, 1996 and the achievement of certain financial performance objectives.
The option expires on July 25, 2000 and has an exercise price of $7.595 per
share.
Options granted to Symix executive officers generally vest and become
exercisable in increments of 25% on each anniversary of the grant date, provided
the executive officer continues in the employ of Symix, and provided further
that, upon the occurrence of certain change in control events (defined in the
Symix stock option agreements) all such options will become fully vested.
The following table shows the number of all vested (exercisable) and
unvested (not yet exercisable) stock options held by each Symix executive
officer at the end of fiscal year 1996, and the value of all such options that
were "in the money" (i.e. the market price of the Common Shares covered by the
options was greater than the exercise price of the options) at the end of fiscal
year 1996.
7
AGGREGATED OPTION/SAR(1) EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR END OPTION/SAR(1) VALUES
NUMBER OF TOTAL VALUE OF
SHARES TOTAL NUMBER OF UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE UNEXERCISED OPTIONS HELD OPTIONS HELD AT FISCAL
NAME EXERCISE (#) REALIZED ($) AT FISCAL YEAR END (#) YEAR END ($)
- ---------------------- ------------ ------------ ------------------------- -------------------------
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
------------------------- -------------------------
Lawrence J. Fox....... -0- -0- 88,000/100,000 $206,200/$318,600
Stephen A. Sasser..... -0- -0- -0-/400,000 -0-/$1,625,000
Lawrence W. DeLeon.... -0- -0- -0-/60,000 -0-/$150,000
Otto Offereins........ -0- -0- -0-/60,000 -0-/$150,000
James W. Randall...... -0- -0- 46,000/10,000 $84,750/$16,250
- ------------------------
(1) Symix has not granted any stock appreciation rights.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Symix Compensation Committee consisted during fiscal 1996 of Messrs.
Tait, Liebert, Rutherford and Thomas, who are all of the non-employee members of
the Symix Board of Directors. Mr. Thomas is a partner of the law firm of Vorys,
Sater, Seymour and Pease. Symix used during fiscal 1996, and anticipates that it
will continue to use, the services of such firm.
IN ACCORDANCE WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE
COMMISSION, THE INFORMATION INCLUDED UNDER THE CAPTIONS "REPORT OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS" AND "PERFORMANCE GRAPH" WILL
NOT BE DEEMED TO BE FILED OR TO BE PROXY SOLICITING MATERIAL OR INCORPORATED BY
REFERENCE IN ANY PRIOR OR FUTURE FILINGS BY SYMIX UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
REPORT OF THE COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS ON
EXECUTIVE COMPENSATION
The compensation of Symix's executive officers generally is determined by
the Compensation Committee of the Symix Board of Directors ("Compensation
Committee"). Each member of the Compensation Committee is a director who is not
an employee of Symix or any of its affiliates and such committee met three times
in fiscal year 1996. The following report with respect to certain compensation
paid or awarded to Symix's executive officers during fiscal year 1996 is
furnished by the directors who comprised the Symix Compensation Committee.
GENERAL POLICIES
Symix's compensation programs are intended to enable Symix to attract,
motivate, reward, and retain the management talent required to achieve its
corporate objectives in a rapidly changing industry, and thereby increase
shareholder value. It is Symix's policy to provide incentives to its senior
management to achieve these objectives and to reward exceptional performance and
contributions to the development of Symix's business. To attain these
objectives, Symix's executive compensation program includes a base salary,
coupled with a bonus incentive component which is based on the performance of
Symix described below, and various other benefits including medical benefits and
401(k) plan contributions generally available to all employees of Symix.
8
The Compensation Committee annually establishes the base salaries which will
be paid to Symix's executive officers during the year. In setting base salaries,
the Compensation Committee takes into account certain factors, such as current
compensation, financial performance of Symix and qualitative factors bearing on
an individual's experience, responsibilities, management and leadership
abilities and job performance.
During the last fiscal year, the executive officers and other management
employees of Symix ("Participants") participated in a compensation plan based
upon the performance of Symix (the "Bonus Plan"). Annual and quarterly targets
were established by the Compensation Committee for executive officers and by the
executive officers for all other Participants. Total targeted compensation was
determined based on average compensation levels for the industry. A Participant
earned an annual bonus based upon the performance of Symix as reflected by
Symix's earnings per share for the year in relation to its financial plan for
the year (the "Annual Bonus"). The earnings per share for the year was required
to be at least ninety percent (90%) of the targeted earnings per share before
any Annual Bonus is paid. The Annual Bonus was paid after the release of
earnings for the fiscal year. Some executive officers also were eligible for a
quarterly bonus based on achieving quarterly revenue targets and/or achieving
predefined objectives approved by the Compensation Committee. The quarterly
bonuses were paid within sixty (60) days following the quarter.
Many of Symix's employees, including its executive officers, also are
eligible to be granted stock options periodically in order to more directly
align their interests with the long-term financial interests of Symix's
shareholders.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee analyzes and considers the same factors in
determining the base salary of the Chief Executive Officer as it does for the
other executive officers. During the last fiscal year, Mr. Fox received an
increase in base salary of $33,500.00. Mr. Fox did not receive any performance
based incentive cash compensation during the last fiscal year.
THE COMPENSATION COMMITTEE:
James A. Rutherford
John T. Tait
Duke W. Thomas
Larry L. Liebert
9
PERFORMANCE GRAPH
The following graph sets forth for the period indicated a comparison of the
cumulative total returns on Symix's Common Shares, the Dow Jones Equity Market
Index and Dow Jones All Technology Index. Information reflected on the graph
assumes an investment of $100 on June 28, 1991 in each of the Symix Common
Shares, the Dow Jones Equity Market Index and Dow Jones All Technology Index.
Cumulative total return assumes reinvestment of dividends. Symix is not among
the companies included in the Dow Jones All Technology Index. Symix has not
identified any published industry index of stock performance which includes
Symix or software companies comparable to it. The stock price performance shown
on the graph is not necessarily indicative of future price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
DJ EQUITY MARKET DJ ALL TECHNOLOGY SYMIX SYSTEMS, INC
6/28/91 100 100 100
6/30/92 114 113 72
6/30/93 131 137 39
6/30/94 132 142 52
6/30/95 167 210 41
6/28/96 212 257 80
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Symix executive officers and directors, and persons who beneficially own more
than 10% of the Common Shares of Symix, to file initial reports of ownership and
reports of changes in ownership of their equity securities of Symix with the
Commission and the National Association of Securities Dealers, Inc. Symix
executive officers, directors and greater than 10% beneficial owners are
required by Commission regulations to furnish Symix with copies of all Section
16(a) forms filed by them. Other than as described below, and based solely on a
review of the copies of such forms furnished to Symix and written
representations from Symix's executive officers and directors, Symix believes
that all Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10% beneficial owners were complied with for fiscal
1996. On May 8, 1996, Stephen A. Sasser, President of Symix, filed a Form 4,
Statement of Changes in Beneficial Ownership, to report the grant of an option
for 400,000 Symix Common Shares to him on January 17, 1996. This grant of option
more properly should have been reported on a Form 4 filed before February 10,
1996. On August 8, 1996, Stephen A. Yount, who was elected Vice President of
Symix in May, 1996, filed with the Commission a Form 5, Annual Statement of
Changes in Beneficial Ownership, to report the grant of an option for 100,000
Symix Common Shares to him on June 14, 1996. This grant of option more properly
should have been reported on a Form 4 filed before July 10, 1996. On September
19, 1996, Robert D. Williams, Vice
10
President-Human Resources of Symix, filed a Form 4 to report the purchase of
2,000 Symix Common Shares on November 2, 1995. The purchase of such shares more
properly should have been reported on a Form 4 filed before December 10, 1995.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Meeting, six (6) directors will be elected to hold office, each until
the 1997 annual meeting of shareholders and until his successor is duly elected
and qualified or until his earlier resignation, removal from office or death. It
is the intention of the persons named as Proxies in the enclosed proxy card to
vote the shares they represent for the election of the nominees named therein,
unless the proxy card is marked to indicate that such authorization is expressly
withheld.
VOTE REQUIRED. The holder of each outstanding Common Share entitled to be
voted at the Meeting is entitled to one vote per share on all matters including
the election of directors. The six nominees receiving the largest number of
votes will be elected as directors of Symix. Symix Common Shares as to which the
authority to vote is withheld and broker non-votes are not counted toward the
election of directors or toward election of the individual nominees specified in
the proxy card.
SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP has been selected to audit the books and accounts of Symix
and its subsidiaries for the current fiscal year. Ernst & Young LLP has audited
the books and accounts of Symix and its subsidiaries since 1984. Ernst & Young
LLP has advised that neither the firm nor any of its partners has any direct or
indirect financial interest in Symix or any of its subsidiaries. It is expected
that representatives of Ernst & Young LLP will be present at the Annual Meeting
with the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
ANNUAL REPORT
The 1996 Symix Annual Report to Shareholders, which includes financial
statements and information concerning Symix's operations during the 1996 fiscal
year, accompanies this Proxy Statement.
SYMIX WILL PROVIDE, WITHOUT CHARGE, TO ANY PERSON SOLICITED (UPON WRITTEN
REQUEST OF SUCH PERSON), A COPY OF SYMIX'S ANNUAL REPORT ON FORM 10-K FOR ITS
1996 FISCAL YEAR, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE COMMISSION. SUCH REQUEST SHOULD
BE ADDRESSED TO LAWRENCE W. DELEON, SECRETARY, SYMIX SYSTEMS, INC., 2800
CORPORATE EXCHANGE DRIVE, SUITE 400, COLUMBUS, OHIO 43231.
OTHER MATTERS
The management and the Board of Directors of Symix do not know of any other
matters which may come before the Meeting. However, if any other matters
properly come before the Meeting, it is the intention of the persons named as
Proxies in the accompanying form of proxy to vote the proxy in accordance with
their judgment on such matters.
The enclosed proxy is being solicited by the Board of Directors of Symix,
and Symix will bear the cost of solicitation of proxies. In addition to the use
of the mails, proxies may be solicited by officers, directors and regular
employees of Symix, personally, by telephone, by telegraph or other
communication methods. Symix has retained Corporate Investor Communications,
Inc., a professional proxy solicitation firm, to assist in the solicitation of
proxies for an estimated fee of $1,000.00, plus reimbursement of expenses.
11
SHAREHOLDER PROPOSALS
Any proposals by Symix shareholders intended to be presented at the 1997
annual meeting of shareholders must be received by Symix prior to May 27, 1997
in order to be considered for inclusion in Symix's 1997 proxy statement.
By Order of the Board of Directors
[SIGNATURE]
LAWRENCE W. DELEON,
SECRETARY
Dated: September 24, 1996
12
SYMIX SYSTEMS, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 1, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of Common Shares of Symix Systems, Inc. hereby
constitutes and appoints Lawrence J. Fox and Stephen A. Sasser, and each of
them, with full power of substitution and revocation, as proxies or proxy to
appear and to vote the Common Shares of Symix Systems, Inc. which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders to be held at 2800 Corporate Exchange Drive, Columbus,
Ohio on November 1, 1996, and any adjournment or adjournments thereof, for the
following purposes:
1. The election of the following nominees as directors of the Company
(except as marked to the contrary below), each to serve for a term of one year
and until his successor is duly elected and qualified or his earlier
resignation, removal from office or death:
Lawrence J. Fox Stephen A. Sasser Duke W. Thomas
Larry L. Liebert John T. Tait James A. Rutherford
[YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY STRIKING OUT HIS NAME
ABOVE.]
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.
Do you plan to attend the meeting? / / YES / / NO
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED AS SPECIFIED BY THE SHAREHOLDER(S). IF NO CHOICE IS MADE,
THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE PERSONS LISTED
ABOVE. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE MEETING OR IF A
NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO
SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON SUCH MATTERS OR FOR SUCH
SUBSTITUTE NOMINEES AS THE BOARD OF DIRECTORS MAY RECOMMEND.
(THIS PROXY CONTINUES AND MUST BE SIGNED AND DATED ON THE REVERSE SIDE)
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement, dated September 24, 1996, and hereby expressly revokes any and
all proxies heretofore given or executed by the undersigned with respect to the
Symix Common Shares the undersigned is entitled to vote at the Annual Meeting.
Dated:
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Please sign exactly as your name appears
herein. If shares are registered in two
names, both should sign. When signing as
attorney, executor, administrator,
trustee, guardian or corporate official,
please give your full title. If signer
is a corporation, please sign the full
corporate name by authorized officer.
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Signature of Shareholder
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Signature of Shareholder
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF SYMIX SYSTEMS, INC.