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As filed with the Securities and Exchange Commission on November 6, 1997.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
SEEC, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 55-0686906
(State of other jurisdiction (I.R.S. Employer of
incorporation or organization) Identification No.)
5001 Baum Boulevard
Pittsburgh, PA 15213
(Address of Principal (zip code)
Executive Offices)
SEEC, INC. 1997 STOCK OPTION PLAN
(Full Title of Plan)
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Ravindra Koka
President and Chief Executive Officer
SEEC, Inc.
5001 Baum Boulevard
Pittsburgh, PA 15213
(Name and address of agent for service)
(412) 682-4991
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee(1)
- ---------- ---------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock 650,000(2) $23.25 $15,112,500 $4,580.00
$.01 par value
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee:
Calculated pursuant to Rule 457(c) based upon the market value per share of
SEEC, Inc. Common Stock as of November 4, 1997.
(2) There are also being registered hereunder such number of additional shares
of Common Stock which may become available for purchase in accordance with the
provisions of the Plan in the event of any change in the outstanding shares of
SEEC, Inc., including a stock dividend or stock split.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by SEEC, Inc. ("SEEC" or the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this Registration Statement:
1. SEEC's Annual Report on Form 10-K for the fiscal
year ended March 31, 1997.
2. SEEC's Quarterly Report on Form 10-Q for the
three-month period ended June 30, 1997.
3. SEEC's definitive Proxy Statement filed with the
Commission pursuant to Section 14 of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act"), in connection
with the Annual Meeting of Shareholders of SEEC held on
August 8, 1997.
4. The description of SEEC's Common Stock, par value
$0.01 per share (the "Common Stock"), contained in Form S-1,
Registration Statement No. 333-14027.
The financial statements incorporated in this Registration
Statement by reference to SEEC's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997, have been so incorporated in reliance on the report of
BDO Seidman, LLP, independent certified public accountants, given on the
authority of said firm as experts in accounting and auditing.
All documents subsequently filed by SEEC with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under the Registration
Statement is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby will be passed
upon by Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania, counsel to SEEC.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The effect of charter, by-law, statutory and other provisions
whereby the directors and officers of SEEC may be insured or indemnified
against liability as officers and directors are set out below:
Sections 1741 through 1750 of Subchapter D, Chapter 17, of
the Pennsylvania Business Corporation Law of 1988 (the "BCL") contain
provisions for mandatory and discretionary indemnification of a
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corporation's directors, officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a
corporation has the power to indemnify directors and officers under certain
prescribed circumstances against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with an action or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a party by reason of
his being a representative, director or officer of the corporation or serving
at the request of the corporation as a representative of another corporation,
partnership, joint venture, trust or other enterprise, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Under Section
1743, indemnification is mandatory to the extent that the officer or director
has been successful on the merits or otherwise in defense of any action or
proceeding if the appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative
actions except in respect of any claim, issue or matter as to which the person
has been adjudged to be liable to the corporation unless and only to the extent
that the proper court determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for the expenses that the
court deems proper.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation
only as authorized in the specific case upon a determination that the
representative met the applicable standard of conduct, and such determination
will be made (i) by the board of directors by a majority vote of a quorum of
directors not parties to the action or proceeding; (ii) if a quorum is not
obtainable, or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer,
director, employee or agent in defending a civil or criminal action or
proceeding may be paid by the corporation in advance of the final disposition
of such action or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case
where the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness,
the indemnification and advancement of expenses provided by Subchapter 17D of
the BCL shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding that office.
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Section 1747 also grants to a corporation the power to
purchase and maintain insurance on behalf of any director or officer against
any liability incurred by him or her in his or her capacity as officer or
director, whether or not the corporation would have the power to indemnify him
or her against the liability under Subchapter 17D of the BCL.
Sections 1748 and 1749 extend the indemnification and
advancement of expenses provisions contained in Subchapter 17D of the BCL to
successor corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Subchapter 17D of
the BCL, shall, unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs and personal representative of such
person.
Reference is made to Article VII of the Company's Amended and
Restated Bylaws, which provide in general for the indemnification of the
Company's officers and directors to the fullest extent authorized by law.
Section 1713 of Subchapter B, Chapter 17, of the BCL permits
a corporation to provide in its bylaws that, subject to certain exceptions, a
director shall not be personally liable, as such, for monetary damages for any
action taken, unless the director has breached or failed to perform the duties
of his office under Subchapter B and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. Article 7 of the
Company's Amended and Restated Articles of Incorporation and Section 3.10 of
the Company's Amended and Restated Bylaws provide in general that to the
fullest extent that the laws of the Commonwealth of Pennsylvania, as amended,
permit elimination or limitation of the liability of directors, a director of
the Company shall not be personally liable for monetary damages for any action
taken or for failure to take any action as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 SEEC, Inc. 1997 Stock Option Plan (incorporated by
reference from the Registrant's Annual Report on Form
10-K for the fiscal year ended March 31, 1997).
5.1 Opinion of Cohen & Grigsby, P.C. regarding legality of
the securities being registered.
23.1 Consent of BDO Seidman, LLP.
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23.2 Consent of Cohen & Grigsby, P.C., included in opinion
filed as Exhibit 5.1.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering undertaking:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represents a
fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference undertaking:
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
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securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Filing of Registration Statement on Form S-8 undertaking:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
November 4, 1997.
SEEC, INC.
By /S/RAVINDRA KOKA
--------------------------
Ravindra Koka
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
/S/RAJ REDDY
- ----------------------
Raj Reddy Chairman and Director November 4, 1997
/S/RAVINDRA KOKA
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Ravindra Koka President, Chief Executive
Officer and Director
(Principal Executive Officer) November 4, 1997
/S/RICHARD GOLDBACH
- ----------------------
Richard Goldbach Chief Financial Officer
(Principal Financial and
Accounting Officer) November 4, 1997
/S/JOHN D. GODFREY
- ----------------------
John D. Godfrey Vice President and Director November 4, 1997
/S/STANLEY A. YOUNG
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Stanley A. Young Director November 4, 1997
/S/RADHA RAMASWAMI BASU
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Radha Ramaswami Basu Director November 4, 1997
/S/ABRAHAM OSTROVSKY
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Abraham Ostrovsky Director November 4, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Page No.
<S> <C> <C>
4.1 SEEC, Inc. 1997 Stock Option Plan (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997).....................................................
5.1 Opinion of Cohen & Grigsby, P.C. regarding
legality of the securities being registered.........................
23.1 Consent of BDO Seidman, LLP.........................................
23.2 Consent of Cohen & Grigsby, P.C., included in
opinion filed as Exhibit 5.1........................................
</TABLE>
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EXHIBIT 5.1
COHEN & GRIGSBY, P.C.
ATTORNEYS AT LAW
2900 CNG TOWER
625 LIBERTY AVENUE
PITTSBURGH, PENNSYLVANIA 15222-3115
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TELEPHONE (412) 394-4900
FAX (412) 391-3382
November 5, 1997
Board of Directors of
SEEC, Inc.
We have acted as counsel to SEEC, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 in order to register under
the Securities Act of 1933, as amended, 650,000 shares of the Company's common
stock, $0.01 par value (the "Common Stock") which are reserved for issuance
upon exercise of stock options granted or available to be granted under the
SEEC, Inc. 1997 Stock Option Plan (the "Plan").
In our opinion the shares of Common Stock to be issued, when
issued in accordance with the Plan, will be validly issued, fully-paid and
non-assessable shares of Common Stock of the Company.
We hereby consent to the reference to us in the Prospectus of
the Company constituting part of the Company's Registration Statement to be
filed with the Securities and Exchange Commission registering the Common Stock
and to the inclusion of this letter as an exhibit to the Registration
Statement.
This Opinion Letter is governed by, and shall be interpreted
in accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section
of Business Law (1991) as supplemented or modified by Part I, together with the
Forward and Glossary of the Pennsylvania Third Party Legal Opinion Supplement
(the "Pennsylvania Supplement") of the PBA Section of Corporation, Banking and
Business Law (1992). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord and the
Pennsylvania Supplement, and this Opinion Letter should be read in conjunction
therewith. Unless otherwise indicated, capitalized terms used in this Opinion
that are defined in the Accord or the Pennsylvania Supplement will have the
same meanings in this Opinion as the meanings set forth in the Accord or the
Pennsylvania Supplement, respectively (and, to the extent of a conflict between
the same, priority shall be given to the Accord and the Pennsylvania Supplement
in that order).
Very truly yours,
/s/ COHEN & GRIGSBY
COHEN & GRIGSBY
A Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
SEEC, Inc.
We hereby consent to the reference in the Prospectus constituting a part of
this Registration Statement to our report dated June 3, 1997 relating to the
financial statements of SEEC, Inc., included in the form 10-K of SEEC, Inc. for
the fiscal year ended March 31, 1997.
We also consent to the reference to us under the caption "Experts" in
the Prospectus.
/s/ BDO Seidman, LLP
Boston, Massachusetts
November 6, 1997
