-----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, SzEmr80qtfkvAMG5a3fnR8l0TCRkXpsTW+zAGVmNfktgRHjBa5QHjxFgpqe+zJpC 23jRLamRmufRklk1i24FMQ== 0000950142-06-002034.txt : 20061027 0000950142-06-002034.hdr.sgml : 20061027 20061026183303 ACCESSION NUMBER: 0000950142-06-002034 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061027 DATE AS OF CHANGE: 20061026 GROUP MEMBERS: GAP COINVESTMENT PARTNERS II, L.P. GROUP MEMBERS: GAPCO GMBH & CO. KG GROUP MEMBERS: GAPCO MANAGEMENT GMBH GROUP MEMBERS: GENERAL ATLANTIC LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 74, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYS CENTRAL INDEX KEY: 0000096057 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 952467354 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46435 FILM NUMBER: 061166930 BUSINESS ADDRESS: STREET 1: 5050 MURPHY CANYON ROAD STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 8587155500 MAIL ADDRESS: STREET 1: 5050 MURPHY CANYON ROAD STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92123 FORMER COMPANY: FORMER CONFORMED NAME: SYSTEMS ASSOCIATES INC OF CALIFORNIA DATE OF NAME CHANGE: 19850927 FORMER COMPANY: FORMER CONFORMED NAME: SYSTEMS ASSOCIATES INC DATE OF NAME CHANGE: 19800115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC CENTRAL INDEX KEY: 0001017645 IRS NUMBER: 133503735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 SC 13D 1 sc13d_sys.txt SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 _______________________ SYS (Name of Issuer) COMMON STOCK, NO PAR VALUE PER SHARE (Title of Class of Securities) 785070103 (CUSIP Number) THOMAS J. MURPHY c/o GENERAL ATLANTIC SERVICE CORPORATION 3 PICKWICK PLAZA GREENWICH, CONNECTICUT 06830 TEL. NO.: (203) 629-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _______________________ OCTOBER 17, 2006 (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 schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ - --------------------------- --------------------------- 785070103 Page 2 of 18 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (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 Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 1,706,212 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,706,212 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,212 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- 785070103 Page 3 of 18 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 74, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (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 Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 1,706,212 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,706,212 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,212 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- 785070103 Page 4 of 18 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestment Partners II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (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 Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 1,706,212 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,706,212 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,212 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- 785070103 Page 5 of 18 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GapStar, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (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 Delware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 1,706,212 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,706,212 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,212 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- 785070103 Page 6 of 18 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAPCO GmbH & Co. KG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (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 Germany - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 1,706,212 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,706,212 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,212 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- 785070103 Page 7 of 18 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAPCO Management GmbH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (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 Germany - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 1,706,212 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,706,212 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,212 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- 785070103 Page 8 of 18 - --------------------------- --------------------------- ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the Common Stock, no par value per share (the "Common Stock"), of SYS, a California corporation (the "Company"). The address of the principal executive office of the Company is 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The members of the group are General Atlantic LLC, a Delaware limited liability company ("GA"), General Atlantic Partners 74, L.P., a Delaware limited partnership ("GAP 74"), GapStar, LLC, a Delaware limited liability company ("GapStar"), GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAPCO II"), GAPCO GmbH & Co. KG, a German limited partnership ("KG"), and GAPCO Management GmbH, a German corporation ("GmbH Management" and, collectively with GA, GAP 74, GapStar, GAPCO II and KG, the "Reporting Persons"). GAP 74, GapStar, GAPCO II and KG are referred to collectively herein as the "GA Stockholders." The Reporting Persons (other than KG and GmbH Management) are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. KG and GmbH Management are located at c/o General Atlantic GmbH, Koenigsallee 62, 40212 Duesseldorf, Germany. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. GA is the general partner of each of GAP 74 and the sole member of GapStar. GmbH Management is the general partner of KG. The Managing Directors of GA are Steven A. Denning (Chairman), William E. Ford (President), Peter L. Bloom, Mark F. Dzialga, Klaus Esser, Vince Feng, William O. Grabe, Abhay Havaldar, David C. Hodgson, Braden R. Kelly, Rene M. Kern, Jonathan - --------------------------- --------------------------- 785070103 Page 9 of 18 - --------------------------- --------------------------- Korngold, Chris Lanning, Anton Levy, Marc F. McMorris, Thomas Murphy, Matthew Nimetz, Drew Pearson, David Rosenstein, Franchon M. Smithson, Tom C. Tinsley, Philip P. Trahanas and Florian P. Wendelstadt (collectively, the "GA Managing Directors"). As discussed under Item 4 below, Mr. Trahanas has been designated by GA to be appointed as a director of the Company. The business address of each of the GA Managing Directors (other than Messrs. Esser, Feng, Havaldar, Kelly, Tinsley and Wendelstadt) is 3 Pickwick Plaza, Greenwich, Connecticut 06830. The business address of Mr. Esser is Koenigsallee 62, 40212, Duesseldorf, Germany. The business address of Mr. Feng is 18/F One International Finance Centre, 1 Harbour View Street, Central, Hong Kong. The business address of Mr. Havaldar is 151-152, 15th Floor, Maker Chamber VI, 220 Nariman Point, Mumbai 400 021, India. The business address of Mr. Kelly is 228 Hamilton Avenue, Palo Alto, California 94301. The business address of Mr. Tinsley is 2401 Pennsylvania Avenue N.W., Washington D.C. 20037. The business address of Mr. Wendelstadt is 83 Pall Mall, Fourth Floor, London SW1Y 5ES, United Kingdom. Each of the GA Managing Directors, other than Messrs. Esser, Havaldar, Kern and Wendelstadt, is a citizen of the United States. Messrs. Esser, Kern and Wendelstadt are citizens of Germany; Mr. Feng is a citizen of the United States and Taiwan; and Mr. Havaldar is a citizen of India. The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA. None of the Reporting Persons and none of the individuals listed above has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. - --------------------------- --------------------------- 785070103 Page 10 of 18 - --------------------------- --------------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On October 17, 2006 (the "Closing Date"), the Company, Shadow IV, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub"), Ai Metrix Inc., a Delaware corporation ("Ai Metrix"), certain majority stockholders of Ai Metrix, including the Reporting Persons, and Victor E. Parker, as stockholder representative, entered into an Agreement and Plan of Merger (the "Merger Agreement"), under which Merger Sub merged (the "Merger") with and into Ai Metrix (the "Merger"), with Ai Metrix continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of the Company. The Reporting Persons were each shareholders of Ai Metrix at the time of the Merger. In connection with the Merger, the outstanding shares of Ai Metrix common stock and preferred stock were converted into shares of Common Stock. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired beneficial ownership of the shares of Common Stock described in this Schedule 13D for investment purposes. The Reporting Persons may, from time to time, make additional purchases of Common Stock either in the open market or in private transactions, depending upon the Reporting Persons' evaluation of the Company's business, prospects and financial condition, the market for the Common Stock, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investment in the the Common Stock. - --------------------------- --------------------------- 785070103 Page 11 of 18 - --------------------------- --------------------------- Pursuant to the terms of a Merger Agreement, the Company has agreed to cause to be elected to the board of directors one person designated by the GA Stockholders, who initially was Philip P. Trahanas. Otherwise, none of the Reporting Persons has any other plans which relate to or would result in any of the items listed in paragraphs (a) through (j) of Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, GA, GAP 74, GapStar, GAPCO II, KG and GmbH Management each own of record, no shares of Common Stock, 1,412,386 shares of Common Stock, 108,634 shares of Common Stock, 182,161 shares of Common Stock, 3,031 shares of Common Stock and no shares of Common Stock, respectively, representing approximately 0.0%, 7.6%, 0.6%, 1.0%, 0.02% and 0.0%, respectively, of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that (i) GA is the general partner of GAP 74, (ii) the managing members authorized and empowered to vote and dispose of the securities held by GAPCO II are GA Managing Directors, (iii) GA is the sole member of GapStar and (iv) the GA Managing Directors are authorized and empowered to vote and dispose of the securities held by KG and GmbH Management, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock, which each owns of record. As of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 1,706,212 shares of Common Stock (calculated on the basis of the number of shares of Common Stock which may be acquired by the Reporting Persons within 60 days), or 9.2% of the Company's issued and outstanding shares of Common Stock. - --------------------------- --------------------------- 785070103 Page 12 of 18 - --------------------------- --------------------------- (b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 1,706,212 shares of Common Stock that may be deemed to be owned beneficially by each of them. (c) Please see Item 3, which is hereby incorporated by reference. Except as set forth in Item 3 or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days. (d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE ISSUER. As noted above, the GA Managing Directors are authorized and empowered to vote and dispose of the securities held by GAPCO II and GA is authorized and empowered to vote and dispose of the securities held by GAP 74 and GapStar. The GA Managing Directors are also authorized and empowered to vote and dispose of securities held by KG and GmbH Management. Accordingly, GA and the GA Managing Directors may, from time to time, consult among themselves and coordinate the voting and disposition of the shares of Common Stock held by the Reporting Persons, as well as such other action taken on behalf of the Reporting Persons with respect to the shares of Common Stock held by the Reporting Persons as they deem to be in the collective interest of the Reporting Persons. - --------------------------- --------------------------- 785070103 Page 13 of 18 - --------------------------- --------------------------- As described in Item 3 above, pursuant to the terms of the Merger Agreement, the Reporting Persons received an aggregate of 1,706,212 shares of Common Stock in connection with the Merger. Of the 1,706,212 shares, (i) 305,105 shares are in a clawback escrow and subject to forfeiture if the corporation surviving the Merger generates EBITDA from the Closing Date to December 31, 2007 of less than $1,500,000, in which case the Company will receive from this escrow one share for each dollar of EBITDA less than $1,500,000 and (ii) 170,620 shares are in the indemnity escrow and subject to forfeiture to satisfy claims for breach by Ai Metrix of its representations, warranties and covenants in the Merger Agreement. If any shares remain in the clawback escrow, such shares are also subject to forfeiture for indemnity claims. In addition, if the corporation surviving the Merger generates EBITDA from the Closing Date to December 31, 2007 in excess of $2,500,000, the Company will issue one additional share for each dollar of EBITDA over $2,500,000, up to a maximum of 1,950,000 shares, of which the GA Stockholders may receive up to 1,081,741 shares. The GA Stockholders' right to receive such shares under this earn-out became fixed and irrevocable on October 18, 2006. The Reporting Persons were also granted certain registration rights in connection with the shares of Common Stock acquired in the Merger. The Company has agreed to use its commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission (the "Commission") covering the resale of the shares received by the Ai Metrix stockholders under the Merger Agreement. In addition, prior to such registration, the Reporting Persons shall have "piggyback" rights permitting them to include their shares of Common Stock received under the Merger Agreement in certain registration statements filed by the Company with the Commission. In addition, the GA Stockholders and certain additional former stockholders of Ai Metrix and certain stockholders of the Company entered into a Voting Agreement, dated October 17, 2006, pursuant to which such certain stockholders of the Company granted an irrevocable proxy with regard to the voting of their shares of Common Stock regarding the issuance of additional shares of Common Stock to the former stockholders of Ai Metrix pursuant to the earn-out provisions discussed above. - --------------------------- --------------------------- 785070103 Page 14 of 18 - --------------------------- --------------------------- The foregoing summaries of the Merger Agreement and the Voting Agreement are qualified in their entirety by reference to Exhibits 2 and 3, which are incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Exhibit 2: Agreement and Plan of Merger, dated October 17, 2006, among Merger Sub, Ai Metrix, certain majority stockholders of Ai Metrix, including the GA Stockholders, and Victor E. Parker, as stockholder representative, (incorporated by reference to Exhibit 2.9 to the Current Report on Form 8-K filed by the Company with the Commission on October 18, 2006). Exhibit 3: Voting Agreement, dated October 17, 2006, among certain stockholders of Ai Metrix, including the GA Stockholders, and certain stockholders of the Company. - --------------------------- --------------------------- 785070103 Page 15 of 18 - --------------------------- --------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 26, 2006 GENERAL ATLANTIC LLC By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: Managing Director GENERAL ATLANTIC PARTNERS 74, L.P. By: General Atlantic LLC, Its general partner By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: Managing Director GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: A General Partner - --------------------------- --------------------------- 785070103 Page 16 of 18 - --------------------------- --------------------------- GAPSTAR, LLC By: General Atlantic LLC, Its sole member By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: Managing Director GAPCO GMBH & CO. KG By: GAPCO Management GmbH, Its general partner By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: Managing Director GAPCO MANAGEMENT GMBH By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: Managing Director - --------------------------- --------------------------- 785070103 Page 17 of 18 - --------------------------- --------------------------- EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: October 26, 2006 GENERAL ATLANTIC LLC By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: Managing Director GENERAL ATLANTIC PARTNERS 74, L.P. By: General Atlantic LLC, Its general partner By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: Managing Director GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: A General Partner - --------------------------- --------------------------- 785070103 Page 18 of 18 - --------------------------- --------------------------- GAPSTAR, LLC By: General Atlantic LLC, Its sole member By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: Managing Director GAPCO GMBH & CO. KG By: GAPCO Management GmbH, Its general partner By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: Managing Director GAPCO MANAGEMENT GMBH By: /s/ Matthew Nimetz ------------------------------ Name: Matthew Nimetz Title: Managing Director EX-99 2 ex3_sc13d-sys.txt EXHIBIT 99.1 EXHIBIT 3 --------- VOTING AGREEMENT This Voting Agreement (this "AGREEMENT") is made and entered into as of October 17, 2006, by and among each of the persons listed on SCHEDULE A hereto, who are referred to collectively herein as the "SYS STOCKHOLDERS," and each individually as a "SYS STOCKHOLDER"; the following stockholders of Ai Metrix, Inc., who are referred to collectively herein the "MAJORITY STOCKHOLDERS," and each individually as a "MAJORITY STOCKHOLDER": General Atlantic Partners 74, L.P., GAP Coinvestment Partners II, L.P., GAPCO GmbH & Co. KG, GapStar, LLC, Spectrum Equity Investors II, L.P., SEA 1998 II, L.P., Spectrum Equity Investors III, L.P., SEI III Entrepreneurs' Fund, L.P., Spectrum III Investment Managers' Fund, L.P., and Phil Carrai; and Victor E. Parker, as Stockholder Representative under the Merger Agreement (as defined below) (the "STOCKHOLDER REPRESENTATIVE"). PRELIMINARY STATEMENTS WHEREAS, pursuant to that certain Agreement and Plan of Merger (the "MERGER AGREEMENT"), made and entered into as of October 17, 2006, by and among SYS, a California corporation ("SYS"), Shadow IV, Inc., a Delaware corporation and wholly-owned subsidiary of SYS ("MERGER SUB"), Ai Metrix, Inc., a Delaware corporation ("AI METRIX"), the Majority Stockholders, and the Stockholder Representative, Merger Sub is to merge with and into Ai Metrix, as more fully set forth in the Merger Agreement; WHEREAS, each of the SYS Stockholders is, as of the date hereof, the record and beneficial owner of that number of shares of Common Stock, no par value ("SYS COMMON STOCK"), of SYS set forth opposite such SYS Stockholder's name on SCHEDULE A hereto; and WHEREAS, it is a condition to the consummation of the transactions contemplated under the Merger Agreement that this Agreement be entered into by each of the SYS Stockholders. Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Merger Agreement. NOW, THEREFORE, in consideration of these premises, the execution and delivery by the Majority Stockholders of the Merger Agreement and the mutual representations, warranties, covenants and agreements contained herein and therein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. REPRESENTATIONS AND WARRANTIES OF THE SYS STOCKHOLDERS. Each of the SYS Stockholders hereby represents and warrants, severally and not jointly, to the Majority Stockholders and the Stockholder Representative as follows: (a) Such SYS Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), and the record owner of the issued and outstanding shares of SYS Capital Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the "SHARES") set forth opposite such SYS Stockholder's name on SCHEDULE A to this Agreement and such Shares represent all of the issued and outstanding shares of SYS Capital Stock beneficially owned by such SYS Stockholder as of the date hereof. For purposes of this Agreement, the term "Shares" shall also include any shares of SYS Capital Stock issuable to such SYS Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, SYS Capital Stock ("STOCKHOLDER RIGHTS") that are currently exercisable or convertible or become exercisable or convertible and any other shares of SYS Capital Stock such SYS Stockholder may acquire or beneficially own during the term of this Agreement; provided, however, the term "Shares" shall exclude any shares of SYS Common Stock or Stockholder Rights that such SYS Stockholder may sell, transfer, assign or otherwise dispose of during the term of this Agreement. (b) Such SYS Stockholder has all requisite power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such SYS Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such SYS Stockholder, enforceable against such SYS Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such SYS Stockholder does not, and the performance of this Agreement by such SYS Stockholder will not, (i) conflict with the Articles of Incorporation or Bylaws or similar organizational documents of such SYS Stockholder as presently in effect (in the case of a SYS Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such SYS Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the SYS Stockholder under, any agreement, contract, indenture, note or instrument to which such SYS Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such SYS Stockholder of any of such SYS Stockholder's obligations under this Agreement, or (iv) except for filings required by Section 13 of the Exchange Act, require any filing by such SYS Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority. 2. REPRESENTATIONS AND WARRANTIES OF THE MAJORITY STOCKHOLDERS. Each of the Majority Stockholders hereby represents and warrants, severally and not jointly, to the SYS Stockholders as follows: (a) Such Majority Stockholder has all requisite power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Majority Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Majority Stockholder, enforceable against such Majority Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). (b) The execution and delivery of this Agreement by such Majority Stockholder does not, and the performance of this Agreement by such Majority Stockholder will not, (i) conflict with the Certificate of Incorporation or Bylaws or similar organizational documents of such Majority Stockholder as presently in effect (in the case of a Majority Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Majority Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to others any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of such Majority Stockholder under, any agreement, contract, indenture, note or instrument to which such Majority Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Majority Stockholder of such Majority Stockholder's obligations under this Agreement, or (iv) except for filings required by Section 13 of the Exchange Act, require any filing by such Majority Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority. 3. COVENANT OF THE SYS STOCKHOLDERS. Each of the SYS Stockholders, severally and not jointly, agrees that, at any annual, special or other meeting of stockholders of SYS called to vote upon whether or not to issue SYS Common Stock to the Ai Metrix Stockholders as Earnout Consideration pursuant to Section 2.5 of the Merger Agreement ("EARNOUT PROPOSAL"), or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to such matter is sought, however called, unless Stockholder Representative votes such SYS Stockholder's Shares directly pursuant to the proxy granted in Section 4 hereof, such SYS Stockholder will appear at the meeting or otherwise cause his, her or its Shares to be counted as present thereat for purposes of establishing a quorum and shall vote (or cause to be voted), or shall consent, execute a consent or cause to be executed a consent in respect of, such SYS Stockholder's Shares in favor of the Earnout Proposal and any actions required in furtherance thereof and against the approval or adoption of any proposal made in opposition to, or in competition with, the Earnout Proposal. 4. GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY. (a) Contemporaneously with the execution of this Agreement, each SYS Stockholder agrees to deliver to Stockholder Representative a proxy in the form attached hereto as EXHIBIT A, which shall be irrevocable, with respect to the Shares, subject to other terms and conditions of this Agreement. (b) Each SYS Stockholder represents that any proxies heretofore given in respect of such SYS Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Each SYS Stockholder hereby affirms that the irrevocable proxy delivered in connection herewith is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such SYS Stockholder under this Agreement. Such SYS Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 7 herein. Such SYS Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 705(e) of the California Corporations Code. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 7 herein. 5. ADJUSTMENTS UPON SHARE ISSUANCES, CHANGES IN CAPITALIZATION. In the event of any change in SYS Common Stock or in the number of outstanding shares of SYS Common Stock by reason of a stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or other similar event or transaction or any other change in the corporate or capital structure of SYS (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), and consequently the number of Shares changes or is otherwise adjusted, this Agreement and the obligations hereunder shall attach to any additional shares of SYS Common Stock, Stockholder Rights or other securities or rights of SYS issued to or acquired by each of the SYS Stockholders. 6. FURTHER ASSURANCES. Each SYS Stockholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments as the Stockholder Representative may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and to vest the power to vote such SYS Stockholder's Shares as contemplated by Sections 3 and 4 herein. 7. TERMINATION. This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the earlier of (i) the date of payment of any Earnout Consideration, (ii) the EBITDA Determination Date if no Earnout Consideration is due and payable to the Ai Metrix Stockholders pursuant to Section 2.5 of the Merger Agreement, and (iii) the date upon which the Merger Agreement is terminated pursuant to Section 8.1 thereof. Notwithstanding the foregoing, Sections 7, 8 and 9 shall survive any termination of this Agreement. 8. ACTION IN SYS STOCKHOLDER CAPACITY ONLY. No person executing this Agreement who is or becomes during the term hereof a director or officer of SYS makes any agreement or understanding herein in his or her capacity as such director or officer. Each SYS Stockholder signs solely in his or her capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such SYS Stockholder's Shares and nothing herein shall limit or affect any actions taken by a SYS Stockholder in his or her capacity as an officer or director of SYS to the extent permitted by the Merger Agreement.. 9. MISCELLANEOUS. (a) ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties, except that the Stockholder Representative may assign this Agreement to a successor stockholder representative as may be appointed from time to time pursuant to Section 7.1 of the Merger Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. (b) EXPENSES. All costs and expenses incurred in connection with this Agreement and the transactions contemplated thereby shall be paid by the party incurring such expenses. (c) AMENDMENTS. This Agreement may not be amended except by an instrument in writing signed by each of the SYS Stockholders and the Stockholder Representative and in compliance with applicable law. (d) NOTICE. All notices and other communications hereunder shall be in writing and shall be deemed duly given if delivered personally, mailed by registered or certified mail (return receipt requested), delivered by Federal Express or other nationally recognized overnight courier service or sent via facsimile to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to the Majority Stockholders or the Stockholder Representative: Victor E. Parker Managing Director Spectrum Equity Investors 333 Middlefield Road, Suite 200 Menlo Park, CA 94025 Phone: (415) 464-4600 Fax: (415) 464-4601 and (ii) if to a SYS Stockholder, to the address set forth under the name of such SYS Stockholder on SCHEDULE A hereto with a copy to (which shall not constitute notice): Latham & Watkins LLP 12636 High Bluff Drive, Suite 400 San Diego, CA 92130 Attention: Craig M. Garner, Esq. Facsimile: (858) 523-5450 (e) INTERPRETATION. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, unless a contrary intention appears, (i) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision and (ii) reference to any Section means such Section hereof. No provision of this Agreement shall be interpreted or construed against any party hereto solely because such party or its legal representative drafted such provision. (f) COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. (g) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof, and except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedies hereunder. (h) GOVERNING LAW. This Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be governed by the laws of the State of New York without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York, and any action arising out of or relating to this Agreement shall be brought only in the appropriate federal or state court in San Diego County, California. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (i) WAIVER OF JURY TRIAL. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (j) SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage to the Majority Stockholders and the Stockholder Representative will occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that there will be no adequate remedy at law for a violation of any provision of this Agreement by the SYS Stockholders. It is accordingly agreed that the parties shall not object to the granting of such relief on the basis that an adequate remedy exists at law and shall not insist upon the posting of any bond as a condition to the granting of such relief, this being in addition to any other remedy to which they are entitled at law or in equity. (k) SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. (l) ENFORCEMENT. Each of SYS, the Majority Stockholders and the Stockholder Representative are entitled to bring an action or to otherwise enforce its rights hereunder. (m) COOPERATION. The SYS Stockholders agree to cooperate fully with SYS, Ai Metrix and the Majority Stockholders and to execute and deliver such further documents, certificates, agreements and instruments and to take or cause to be taken such other actions as may be reasonably requested by the Majority Stockholders or the Stockholder Representative to consummate and make effective the transactions contemplated by this Agreement and to carry out the intent and purpose of this Agreement. The SYS Stockholders hereby agree that the Majority Stockholders may publish and disclose in any documents required to be filed with the Commission, such SYS Stockholders' identity and ownership of Shares and the nature of such SYS Stockholders' commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit to any filing made with the Commission relating to the transactions contemplated by this Agreement. (n) CONFIDENTIALITY. Each of the SYS Stockholders recognizes that successful consummation of the transactions contemplated by the Merger Agreement may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, pending public disclosure thereof, each SYS Stockholder hereby agrees not to disclose or discuss such matters with anyone not a party to this Agreement (other than SYS and its subsidiaries and their respective directors, officers and employees, and its or SYS's counsel and advisors, if any) without the prior written consent of the Stockholder Representative, Ai Metrix and SYS, except for disclosures such SYS Stockholder's counsel advises are required by law, in which event, such SYS Stockholder shall give notice of such disclosure to SYS, Ai Metrix and the Stockholder Representative as promptly as practicable (and in any event prior to making such disclosure) so as to enable SYS, Ai Metrix or the Stockholder Representative to seek a protective order from a court of competent jurisdiction with respect thereto. (o) THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto, the Majority Stockholders, SYS and Ai Metrix) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (p) NO OWNERSHIP INTEREST. Nothing contained in this Agreement shall be deemed to vest in the Majority Stockholders any direct or indirect ownership or incidence of ownership of or with respect to any of the Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the SYS Stockholders, and the Majority Stockholders shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of SYS or exercise any power or authority to direct the SYS Stockholders in the voting of any of the Shares, except as otherwise provided herein. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, each of the Majority Stockholders, the SYS Stockholders and the Stockholder Representative has signed this Agreement, all as of the date first written above. MAJORITY STOCKHOLDERS GENERAL ATLANTIC PARTNERS 74, L.P. By: GENERAL ATLANTIC LLC, its General Partner By: /s/ Matthew Nimetz ---------------------- Name: Matthew Nimetz Title: A Managing Director GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Matthew Nimetz --------------------------- Name: Matthew Nimetz Title: A General Partner GAPCO GMBH & CO. KG By: GAPCO MANAGEMENT GMBH, its General Partner By: /s/ Matthew Nimetz ---------------------- Name: Matthew Nimetz Title: A Managing Director GAPSTAR, LLC By: GENERAL ATLANTIC LLC, its Sole Member By: /s/ Matthew Nimetz ---------------------- Name: Matthew Nimetz Title: A Managing Director VOTING AGREEMENT COUNTERPART SIGNATURE PAGE SPECTRUM EQUITY INVESTORS II, L.P. By: SPECTRUM EQUITY ASSOCIATES II, L.P., its General Partner By: /s/ William P. Collatos --------------------------- Name: William P. Collatos Title: General Partner SEA 1998 II, L.P. By: /s/ Michael J. Kennealy ------------------------------- Name: Michael J. Kennealy Title: General Partner SPECTRUM EQUITY INVESTORS III, L.P. By: SPECTRUM EQUITY ASSOCIATES III, L.P., its General Partner By: /s/ Randy J. Henderson --------------------------- Name: Randy J. Henderson Title: General Partner VOTING AGREEMENT COUNTERPART SIGNATURE PAGE SEI III ENTREPRENEURS' FUND, L.P. By: SEI III ENTREPRENEURS' LLC, its General Partner By: /s/ Randy J. Henderson -------------------------- Name: Randy J. Henderson Title: Managing Director SPECTRUM III INVESTMENT MANAGERS' FUND, L.P. By: /s/ Randy J. Henderson -------------------------------- Name: Randy J. Henderson Title: General Partner PHIL CARRAI /s/ Phil Carrai ------------------------------------ Phil Carrai VOTING AGREEMENT COUNTERPART SIGNATURE PAGE IN WITNESS WHEREOF, each of the Majority Stockholders, the SYS Stockholders and the Stockholder Representative has signed this Agreement, all as of the date first written above. STOCKHOLDER REPRESENTATIVE VICTOR E. PARKER /s/ Victor E. Parker ------------------------------- VOTING AGREEMENT COUNTERPART SIGNATURE PAGE IN WITNESS WHEREOF, each of the Majority Stockholders, the SYS Stockholders and the Stockholder Representative has signed this Agreement, all as of the date first written above. SYS STOCKHOLDERS /s/ Clifton Cooke ------------------------------- Clifton Cooke Address: c/o SYS 5050 Murphy Canyon Road, Suite 200 San Diego, CA 92123 /s/ Michael Fink ------------------------------- Michael Fink Address: c/o SYS 5050 Murphy Canyon Road, Suite 200 San Diego, CA 92123 /s/ Ben Goodwin ------------------------------- Ben Goodwin Address: c/o SYS 5050 Murphy Canyon Road, Suite 200 San Diego, CA 92123 VOTING AGREEMENT COUNTERPART SIGNATURE PAGE SYS STOCKHOLDERS /s/ Edward Lake ------------------------------- Edward Lake Address: c/o SYS 5050 Murphy Canyon Road, Suite 200 San Diego, CA 92123 /s/ Kenneth Regan ------------------------------- Kenneth Regan Address: c/o SYS 5050 Murphy Canyon Road, Suite 200 San Diego, CA 92123 /s/ Gary Murphy ------------------------------- Gary Murphy Address: c/o SYS 5050 Murphy Canyon Road, Suite 200 San Diego, CA 92123 VOTING AGREEMENT COUNTERPART SIGNATURE PAGE SYS STOCKHOLDERS /s/ Janathin Miller ------------------------------- Janathin Miller Address: c/o SYS 5050 Murphy Canyon Road, Suite 200 San Diego, CA 92123 /s/ Charles Mrdjenovich ------------------------------- Charles Mrdjenovich Address: c/o SYS 5050 Murphy Canyon Road, Suite 200 San Diego, CA 92123 /s/ Robert Holmes ------------------------------- Robert Holmes Address: c/o SYS 5050 Murphy Canyon Road, Suite 200 San Diego, CA 92123 VOTING AGREEMENT COUNTERPART SIGNATURE PAGE SCHEDULE A OWNERSHIP OF SHARES - ------------------------------------------------------------------------------- NUMBER OF SHARES OF NAME AND ADDRESS OF SYS STOCKHOLDER SYS CAPITAL STOCK - ------------------------------------------------------------------------------- Clifton Cooke 1,384,447 Michael Fink 150,198 Ben Goodwin 107,925 Edward Lake 27,569 Kenneth Regan 93,105 Gary Murphy 837,869 Janathin Miller 445,651 Charles Mrdjenovich 194,150 Robert Holmes 138,194 - ------------------------------------------------------------------------------- EXHIBIT A IRREVOCABLE PROXY The undersigned stockholder (the "STOCKHOLDER") of SYS, a California corporation ("SYS"), hereby irrevocably appoints and constitutes Victor E. Parker, in his capacity as Stockholder Representative under that certain Agreement and Plan of Merger (the "MERGER AGREEMENT"; capitalized terms used but not defined herein have the meanings given thereto in the Merger Agreement), made and entered into as of October 17, 2006, by and among SYS, Shadow IV, Inc., a Delaware corporation and wholly-owned subsidiary of SYS ("MERGER SUB"), Ai Metrix, Inc., a Delaware corporation ("AI METRIX"), the Majority Stockholders, and the Stockholder Representative ("STOCKHOLDER REPRESENTATIVE"), or any designee of Stockholder Representative (the Stockholder Representative or such designee, the "PROXYHOLDER"), as his, her or its true and lawful proxy and attorney-in-fact, for and in the name, place and stead of the Stockholder, to vote the Stockholder's shares of capital stock of SYS that are listed below (the "Shares"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof and prior to the date this Irrevocable Proxy terminates, at any annual, special or other meeting of stockholders of SYS called to vote upon whether or not to issue SYS Common Stock to the Ai Metrix Stockholders as Earnout Consideration pursuant to Section 2.5 of the Merger Agreement (the "EARNOUT PROPOSAL"), or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to such matter is sought, however called, in favor of the Earnout Proposal and any actions required in furtherance thereof. The Proxyholder may not exercise this Irrevocable Proxy with respect to any matter except as expressly authorized herein. The Stockholder may vote the Shares on all other matters, subject to such other agreements to which the Stockholder is a party or by which he, she, it or the Shares may be bound. The Irrevocable Proxy granted by the Stockholder to the Proxyholder hereby is granted as of the date of this Irrevocable Proxy in order to secure the obligations of such Stockholder set forth in SECTION 3 of the Voting Agreement. Accordingly, the Stockholder agrees that this Irrevocable Proxy is coupled with an interest sufficient in law to support an irrevocable power and shall not be terminated by any act of the Stockholder or by the occurrence of any event or events except as provided herein. This Irrevocable Proxy will terminate automatically upon the termination of the Voting Agreement in accordance with its terms. Upon the execution hereof, all prior proxies, voting agreements or powers-of-attorney given by the Stockholder with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and terminated, and no subsequent proxies or powers-of attorney will be given nor voting agreements made until such time as this Irrevocable Proxy shall be terminated in accordance with its terms. All authority conferred herein shall survive the insolvency, incapacity, death, dissolution or liquidation of the Stockholder, and all obligations of the Stockholder hereunder shall be binding upon the heirs, executors, administrators, personal representatives, successors and assigns of the Stockholder. The Stockholder authorizes the Proxyholder to file this Irrevocable Proxy and any substitution or revocation of substitution with the Secretary of SYS and with any inspector of elections at any meeting of the shareholders of SYS. DATED: October ___, 2006 --------------------------------- Signature --------------------------------- Print Name Address: ------------------------- --------------------------------- --------------------------------- Number of Shares Held Beneficially and of Record by the Stockholder: ____________ shares of SYS Common Stock owned beneficially and of record; ____________ shares of SYS Preferred Stock, owned beneficially and of record; ____________ shares of SYS Preference Stock, owned beneficially and of record. -----END PRIVACY-ENHANCED MESSAGE-----