<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of Commission Only (as
/X/ Definitive Proxy Statement permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
SEEC INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
/ / $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:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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 No.:
------------------------------
(3) Filing Party:
------------------------------
(4) Date Filed:
------------------------------
<PAGE> 2
[SEEC Logo]
July 1, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of Shareholders
of SEEC, Inc. to be held on Thursday, August 5, 1999, at 10:00 a.m., at the
Wyndham Garden Hotel, 1 Wyndham Circle, Pittsburgh, Pennsylvania.
The Annual Meeting will begin with a report on Company operations, followed
by discussion and voting on the matters described in the accompanying Notice of
Annual Meeting and Proxy Statement.
Please read the accompanying Notice of Annual Meeting and Proxy Statement
carefully. Whether or not you plan to attend, you can ensure that your shares
are represented and voted at the Annual Meeting by promptly completing, signing,
dating and returning the enclosed proxy card in the envelope provided.
We look forward to seeing you on August 5, 1999.
Sincerely,
/s/ Ravindra Koka
Ravindra Koka
President and Chief Executive Officer
[SEEC Letterhead]
<PAGE> 3
SEEC, INC.
PARK WEST ONE, SUITE 200, CLIFF MINE ROAD
PITTSBURGH, PENNSYLVANIA 15275
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, AUGUST 5, 1999
------------------------
The Annual Meeting of Shareholders (the "Annual Meeting") of SEEC, Inc., a
Pennsylvania corporation (the "Company" or "SEEC"), will be held on Thursday,
August 5, 1999, at 10:00 A.M., local time, at the Wyndham Garden Hotel, 1
Wyndham Circle, Pittsburgh Pennsylvania, for the following purposes:
1. To elect two Class III directors to serve for a term of three years
and until their respective successors are duly elected and qualified;
2. To transact such other business as may properly come before the
Annual Meeting and any and all adjournments and postponements thereof.
The Board of Directors has fixed the close of business on June 24, 1999 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournment or postponement thereof.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the accompanying Proxy Statement for further information
with respect to the business to be transacted at the Annual Meeting.
A complete list of the shareholders entitled to vote at the Annual Meeting
will be available at the Annual Meeting for examination by any shareholder, for
any purpose germane to the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. YOU ARE CORDIALLY
INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. THE RETURN OF THE ENCLOSED PROXY
CARD WILL NOT AFFECT YOUR RIGHT TO REVOKE YOUR PROXY OR TO VOTE IN PERSON IF YOU
DO ATTEND THE ANNUAL MEETING.
BY ORDER OF THE BOARD OF DIRECTORS,
JOHN D. GODFREY
Vice President and Secretary
Pittsburgh, Pennsylvania
July 1, 1999
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES
YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE IT,
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING YOUR PROXY PROMPTLY.
<PAGE> 4
SEEC, INC.
PARK WEST ONE, SUITE 200, CLIFF MINE ROAD
PITTSBURGH, PENNSYLVANIA 15275
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SEEC, Inc. (the "Board"), a Pennsylvania
corporation (the "Company" or "SEEC"), for use at the Company's 1999 Annual
Meeting of Shareholders, together with any and all adjournments and
postponements thereof (the "Annual Meeting"), to be held on Thursday, August 5,
1999, at 10:00 a.m., local time, at the Wyndham Garden Hotel, 1 Wyndham Circle,
Pittsburgh, Pennsylvania 15275, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders (the "Notice"). This Proxy Statement,
together with the accompanying Notice and the enclosed proxy card, is first
being sent to shareholders on or about July 1, 1999.
RECORD DATE; VOTING SECURITIES; VOTING AND PROXIES
The Board has fixed the close of business on June 24, 1999 as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting. On the Record Date, there were
5,828,866 shares of Common Stock of the Company, par value $.01 per share
("Common Stock"), outstanding and entitled to vote. Each share of Common Stock
is entitled to one vote per share on each matter properly brought before the
Annual Meeting. Abstentions may be specified as to all proposals to be brought
before the Annual Meeting other than the election of directors.
Shares can be voted at the Annual Meeting only if the shareholder is
present in person or is represented by proxy. If the enclosed proxy card is
properly executed and returned prior to voting at the Annual Meeting, the shares
represented thereby will be voted in accordance with the instructions marked
thereon. In the absence of instructions, shares represented by executed proxies
will be voted as recommended by the Board. Brokers, banks, and other nominee
holders will be requested to obtain voting instructions of beneficial owners of
shares registered in their names, and shares represented by a duly completed
proxy submitted by such a nominee holder on behalf of a beneficial owner will be
voted to the extent instructed by the nominee holder on the proxy card. Rules
applicable to nominee holders may preclude them from voting shares held by them
in nominee capacity on certain kinds of proposals unless they receive voting
instructions from the beneficial owners of the shares (the failure to vote in
such circumstances is referred to as a "broker non-vote").
The Board knows of no matters which are to be brought before the Annual
Meeting other than those set forth in the accompanying Notice. If any other
matters properly come before the Annual Meeting, the persons named in the
enclosed proxy card, or their duly appointed substitutes acting at the Annual
Meeting, will be authorized to vote or otherwise act thereon in accordance with
their judgment on such matters.
Any shareholder may revoke his or her proxy at any time prior to its
exercise by attending the Annual Meeting and voting in person, by notifying the
Secretary of the Company of such revocation in writing or by delivering a duly
executed proxy bearing a later date, provided that such notice or proxy is
actually received by the Company prior to the taking of any vote at the Annual
Meeting.
The cost of solicitation of proxies for use at the Annual Meeting will be
borne by the Company. Solicitations will be made primarily by mail or by
facsimile, but regular employees of the Company may solicit proxies personally
or by telephone.
<PAGE> 5
QUORUM; VOTES REQUIRED
The presence at the Annual Meeting, in person or by proxy, of shares of
Common Stock representing at least a majority of the total number of shares of
Common Stock entitled to vote on the Record Date will constitute a quorum for
purposes of the Annual Meeting. Shares represented by duly completed proxies
submitted by nominee holders on behalf of beneficial owners will be counted as
present for purposes of determining the existence of a quorum (even if some such
proxies reflect broker non-votes). In addition, abstentions will be counted as
present for purposes of determining the existence of a quorum.
Under applicable Pennsylvania law, directors are to be elected by a
plurality of the votes of the shares of Common Stock present in person or
represented by proxy at the Annual Meeting. Accordingly, and in accordance with
the Company's Amended and Restated By-Laws, the two nominees for election as
directors who receive the highest number of votes actually cast will be elected.
Broker non-votes will be treated as shares that neither are capable of being
voted nor have been voted and, accordingly, will have no effect on the outcome
of the election of directors.
ELECTION OF DIRECTORS
The Amended and Restated By-Laws of the Company provide that the number of
directors (which is to be not less than three) is to be determined from time to
time by resolution of the Board. The Board is currently comprised of six
persons.
The members of the Board are divided into three classes, designated Class
I, Class II, and Class III. Each class is to consist, as nearly as may be
possible, of one-third of the total number of members of the Board. The term of
the Class III directors expires at the Annual Meeting. The terms of the Class I
and Class II directors will expire at the 2000 and 2001 Annual Meetings of
Shareholders, respectively. At each Annual Meeting, the directors elected to
succeed those whose terms expire are of the same class as the directors they
succeed and are elected for a term to expire at the third Annual Meeting of
Shareholders after their election and until their successors are duly elected
and qualified. A director of any class who is elected to fill a vacancy
resulting from an increase in the number of directors holds office for the
remaining term of the class to which he is elected, and a director who is
elected to fill a vacancy arising in any other manner holds office for the
remaining term of his predecessor.
Mr. Ravindra Koka, an incumbent Class III director, and Ms. Beverly Brown
are nominees for election this year for three-year terms as directors expiring
at the 2002 Annual Meeting of Shareholders. Raj Reddy, an incumbent Class III
director and Chairman of the Board of Directors, has notified the Company of his
intent not to stand for reelection as a director at the expiration of his term
at the Annual Meeting. In the election, the two persons who receive the highest
number of votes actually cast are elected. The proxies named in the proxy card
intend to vote for the election of the two Class III nominees listed below
unless otherwise instructed. If a holder does not wish his or her shares to be
voted for a particular nominee, the holder must identify the exception in the
appropriate space provided on the proxy card, in which event the shares will be
voted for the other listed nominee. If any nominee becomes unable to serve, the
proxies may vote for another person designated by the Board, or the Board may
reduce the number of directors. The Company has no reason to believe that any
nominee will be unable to serve. The Articles of Incorporation do not permit
cumulative voting in the election of directors.
2
<PAGE> 6
Set forth below is certain information with regard to the two nominees for
election as Class III directors and each continuing Class I and Class II
director.
NOMINEES FOR ELECTION AS CLASS III DIRECTORS
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Ravindra Koka........................ Ravindra Koka is a co-founder of SEEC and has been President
Age 48 and Chief Executive Officer and a director of SEEC since its
inception in 1988. Mr. Koka was a founding shareholder and
director of ERA Software Systems Private Limited ("ERA"), a
software consulting firm based in India and a shareholder in
SEEC. He is a founding shareholder and director of ACS
Technologies Limited, an Indian company engaged in providing
computer hardware maintenance and service. Prior to founding
SEEC, Mr. Koka was a program analyst with System Development
Corp., a software development company, a senior systems
analyst and mainframe application developer for Roan
Consolidated Mines, Ltd., a copper mining company, and a
visiting scientist and Adjunct Associate Professor at
Carnegie Mellon University's Department of Computer Science.
Beverly Brown........................ Beverly Brown is President and CEO of DataMan Software,
Age 54 Inc., a general management software consulting business. Ms.
Brown has served in this capacity since 1996. Ms. Brown was
Executive Vice President of Praxis International, Inc., a
privately-held software company specializing in proprietary,
high-performance mainframe database systems, from 1994 to
1996, and was Vice President of Marketing for the Ask Group,
INGRES Database and Connectivity Business Unit, from 1992
through 1994. Ms. Brown served in various capacities with
IBM Corporation from 1968 to 1992, most recently as Director
of Software Marketing, U.S. Marketing and Services. Ms.
Brown serves on the Board of Directors of Cognizant Design
Group, Inc., and on the Advisory Board of Rubric, Inc.
</TABLE>
DIRECTORS CONTINUING AS CLASS I DIRECTORS
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Abraham Ostrovsky.................... Abraham Ostrovsky has been a director of SEEC since January
Age 56 1997. In addition, Mr. Ostrovsky is Chairman of JetForm
Corporation, a provider of forms-based workflow automation
software, and serves on the Boards of Directors of
International Microcomputer Software, Inc., IXLA, Ltd.,
NetManage, and TrekWare, a privately-held software
development company. Mr. Ostrovsky served as Chairman and
Chief Executive Officer of Compressent, a company that
develops color facsimile and communications software, from
February 1996 to December 1997.
Glen F. Chatfield.................... Mr. Chatfield was elected to the Board of Directors in April
Age 57 1998. Mr. Chatfield was President of Chatfield Enterprises
from April 1990 to November 1992, and has been President of
Optimum Power Technology, Inc. since December 1992, Chairman
of Emprise Technologies, Inc. since December 1992, and
General Partner of CEO Venture Fund since January 1986. He
was a founder of Duquesne Systems, Inc. a predecessor of
LEGENT Corporation, which was acquired by Computer
Associates International, Inc.
</TABLE>
3
<PAGE> 7
DIRECTORS CONTINUING AS CLASS II DIRECTORS
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Radha R. Basu........................ Radha R. Basu has been a director of SEEC since August 1996.
Age 48 Ms. Basu's most recent position was general manager of
Hewlett-Packard Corporation's Enterprise Solutions
Organization, a position she held from 1996 to 1999. Ms.
Basu had held various positions since joining Hewlett-
Packard in 1978, including general manager of International
Software Operations from 1990 to 1996, and operations
manager for India Software Operations, where she was
responsible for starting up Hewlett-Packard's operations in
India. Ms. Basu also serves on the Board of Directors of
ConnectInc.com, a company that provides integration
solutions to enable Internet-based electronic commerce.
John D. Godfrey...................... John D. Godfrey has been Vice President and Secretary of
Age 50 SEEC since May 1989, and was elected a director of SEEC in
March 1996. Prior to joining the Company, Mr. Godfrey served
in various management positions at Cimflex Teknowledge
Corp., a software development company, from November 1985 to
May 1989, and was director of engineering for American
Auto-Matrix, Inc., a manufacturer of general purpose
micro-processor-based network systems for control of
building environments, from March 1984 to August 1985. Mr.
Godfrey was director of engineering for PERQ Systems Corp.,
a manufacturer of computer engineering workstations, from
March 1983 to March 1984, and served as manager of graphic
information systems for Mellon Bank, N.A from September 1976
to November 1981.
</TABLE>
BOARD OF DIRECTORS AND COMMITTEES
The Board met six times during the fiscal year ended March 31, 1999. The
Board has an Audit Committee and a Compensation Committee to assist in the
management of the affairs of the Company.
The Board does not have a standing Nominating Committee. The Board will
consider nominees recommended by shareholders provided that shareholders submit
the names of nominees in writing to the Secretary of the Company together with a
statement of the nominee's qualifications. Such information should be received
no later than 120 days in advance of the annual meeting with respect to
nominations.
The Audit Committee is responsible, to the extent provided in the
authorizing Board resolutions, for making an annual recommendation, based on a
review of qualifications, to the Board for the appointment of independent public
accountants to audit the financial statements of SEEC and to perform other
duties as directed by the Board. The Audit Committee is also responsible for
reviewing and making recommendations to the Board with respect to (i) the scope
of audits conducted by SEEC's independent public accountants and (ii) the
accounting methods and the system of internal control used by SEEC. In addition,
the Audit Committee will review reports from SEEC's independent public
accountants concerning compliance by management with governmental laws and
regulations and with SEEC's policies relating to ethics, conflicts of interest
and disbursements of funds. The members of the Audit Committee are Mr. Ostrovsky
and Mr. Chatfield. The Audit Committee met once during fiscal 1999.
The Compensation Committee is responsible for administering the Stock
Option Plan, to the extent provided in the authorizing Board resolutions for
such plan, and for reviewing and making recommendations to the Board with
respect to the salaries, bonuses and other compensation of executive officers,
including the terms and conditions of their employment, and other compensation
matters. The members of the Compensation Committee are Dr. Reddy and Ms. Basu.
The Compensation Committee met once during fiscal 1999.
No director attended fewer than 75% of the total number of meetings of the
Board and of all committees on which the director served during the fiscal year
ended March 31, 1999.
4
<PAGE> 8
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the executive
officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Ravindra Koka........................ 48 President, Chief Executive Officer and Director
John D. Godfrey...................... 50 Vice President--Customer Support, Secretary and
Director
Richard J. Goldbach.................. 43 Treasurer and Chief Financial Officer
Allen D. Gart........................ 58 Vice President of Sales--Americas and Europe
</TABLE>
Additional information regarding Messrs. Koka and Godfrey is set forth
above under "Election of Directors."
Richard J. Goldbach joined SEEC in October 1996 as Chief Financial Officer.
In August 1997, Mr. Goldbach assumed the role of Treasurer of the Company. Mr.
Goldbach had previously served as Finance Director for ADVO, Inc., a direct mail
marketing company, from May 1991 to September 1996, and as Chief Financial
Officer and Treasurer of Scribe Systems, Inc., a computer software publishing
company, from January 1986 to December 1990. Prior to that time, Mr. Goldbach
was a senior manager in the audit department of Arthur Andersen LLP. He is a
certified public accountant.
Allen D. Gart joined SEEC in January 1997 as Vice President--Americas
Sales, and was named Vice President of Sales--Americas and Europe effective
April 1, 1998. Prior to joining SEEC, Mr. Gart served in a number of senior
sales management positions with computer software and hardware companies. Most
recently, Mr. Gart served as Vice President for Essence Systems, Inc., from
January 1996 through December 1996. Prior to that, Mr. Gart was Director of
National Accounts for Legent Corporation from January 1993 to December 1995. Mr.
Gart served as Vice President--North American Sales for Resumix (Ceridian
Corporation) from April 1991 to December 1993 and Senior Vice President for
Computer Associates (Cullinet) from November 1982 through March 1991. Mr. Gart
has also served in various sales management positions with IBM and AMDAHL
Corporation.
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth information regarding compensation of the
executive officers for the fiscal year ended March 31, 1999. Excluding Ravindra
Koka, the Company's President and Chief Executive Officer, none of the other
executive officers received total compensation in excess of $100,000 for the
fiscal year ended March 31, 1997. Messrs. Goldbach and Gart joined the Company
during the fiscal year ended March 31, 1997.
5
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------- ------------
SECURITIES
UNDERLYING
FISCAL ANNUAL INCENTIVE OTHER STOCK
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS COMPENSATION OPTIONS
------------------------------ ---- ------ ----- ------------ -------
<S> <C> <C> <C> <C> <C>
Ravindra Koka.......................... 1999 $180,000 -- -- 25,000
President and 1998 $180,000 $139,605 -- 25,000
Chief Executive Officer 1997 $100,409 -- -- --
John D. Godfrey........................ 1999 $136,000 -- -- 10,000
Vice President--Customer Support, 1998 $136,000 $ 84,412 -- 10,000
Secretary and Director 1997 $ 90,080 -- -- --
Richard J. Goldbach.................... 1999 $110,500 -- -- 20,000
Treasurer and 1998 $110,500 $ 95,184 -- 10,000
Chief Financial Officer 1997 $ 46,811 -- -- --
Allen D. Gart.......................... 1999 $125,000 -- $59,804(1) 25,000
Vice President of Sales-- 1998 $100,000 $ 40,000 $99,752(1) 15,000
Americas and Europe 1997 $ 30,369 $ 10,000 $19,519(1) 15,000
</TABLE>
- ---------------
(1) Amount represents sales commissions and relocation allowances.
STOCK OPTIONS
The Company currently maintains two stock option plans under which stock
option awards may be made to eligible employees of the Company: the 1994 Stock
Option Plan and the 1997 Stock Option Plan (the "Plans"). The number of shares
authorized to be issued under the Plans may be adjusted to prevent dilution or
enlargement of rights in the event of any stock dividend, reorganization,
reclassification, recapitalization, stock split, combination, merger,
consolidation or other relevant capitalization change. As of March 31, 1999, the
number of options granted and outstanding under the Plans was 475,111.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF PERCENTAGE OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(C)
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION ----------------------
NAME GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
---- ------- ----------- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Ravindra Koka.................. 25,000(a) 8.01% $4.00 3/10/09 $60,365 $155,354
John D. Godfrey................ 10,000(a) 3.21% $4.00 3/10/09 $24,146 $ 62,142
Richard J. Goldbach............ 10,000(a) 3.21% $4.00 3/10/09 $24,146 $ 62,142
10,000(b) 3.21% $6.00 8/6/08 $31,707 $ 86,028
Allen D. Gart.................. 10,000(a) 3.21% $4.00 3/10/09 $24,146 $ 62,142
15,000(b) 4.81% $6.00 8/6/08 $47,560 $129,042
</TABLE>
- ---------------
(a) Options granted in 1999 are exercisable in four equal annual installments
commencing one year after the date the option was granted.
(b) Represents repricing of options granted in fiscal 1998 at an exercise price
of $16.25 per share. See "Stock Option Repricing" below.
6
<PAGE> 10
(c) The dollar amounts indicated in these columns are the result of calculations
required by the rules of the Securities and Exchange Commission, which
assume specified stock value appreciation. These growth rates are not
intended by SEEC to forecast future stock price appreciation of SEEC Common
Stock. Amounts assume that options will be held to the maximum term before
expiration. There is no assurance provided to any executive officer or any
other holder of the Company's securities that the actual stock price
appreciation over the ten-year option term will be at the assumed 5% or 10%
annual rates of compounded stock price appreciation or at any other defined
level and that no exercises occur before the end of the holding period.
Unless the market price of the Common Stock appreciates over the option
term, no value will be realized from the option grants made to the executive
officers.
STOCK OPTION REPRICING
On August 6, 1998, the Company's Board of Directors authorized the
repricing of certain outstanding incentive stock options to purchase Common
Stock under the Company's stock option plans. Employees, including two executive
officers, who were issued stock options during 1998 at exercise prices ranging
from $13.50 to $24.00, could elect to keep their options to buy Common Stock at
the original grant prices or reprice their options to $6.00 per share. The fair
market value of the Company's Common Stock, as traded on Nasdaq, was $5.63 on
August 6, 1998. If the option holder elected to reprice the options at $6.00 per
share, the previously-awarded options were forfeited and canceled, and new
options were granted with revised vesting schedules beginning August 6, 1999,
one year after the grant date. Accordingly, the vesting commencement date was
extended by periods ranging from five months to one year. Options for 132,100
shares were repriced.
The following table provides information with respect to the August 1998
repricing for the executive officers who elected to reprice options. These are
the only executive officers of SEEC who had their options repriced.
<TABLE>
<CAPTION>
NUMBER OF
SHARES MARKET PRICE EXERCISE LENGTH OF ORIGINAL
UNDERLYING OF STOCK PRICE AT NEW OPTION TERM
DATE OF OPTIONS AT TIME OF TIME OF EXERCISE REMAINING AT DATE
NAME REPRICING REPRICED REPRICING REPRICING PRICE OF REPRICING (YEARS)
---- --------- ---------- ------------ --------- -------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Richard J. Goldbach............ 08/06/98 10,000 $5.63 $16.25 $6.00 9.6
Allen D. Gart.................. 08/06/98 10,000 $5.63 $16.25 $6.00 9.6
</TABLE>
The following table sets forth certain information with respect to the
value of options held by the executive officers of the Company on March 31,
1999. Messrs. Koka, Godfrey, and Goldbach did not exercise any options to
purchase Common Stock during the fiscal year ended March 31, 1999. Mr. Gart
acquired and concurrently sold 2,000 shares on exercise of an incentive stock
option during fiscal 1999, thereby realizing a value of $16,000.
AGGREGATED FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
HELD AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ravindra Koka......................... 11,681 43,750 $18,726 $ --
John D. Godfrey....................... 7,388 17,500 $17,098 $ --
Richard J. Goldbach................... 22,630 29,052 $ 7,196 $2,879
Allen D. Gart......................... 35,000 48,000 $ -- $ --
</TABLE>
- ---------------
(1) Represents the difference between the closing price of $3.94 per share of
Common Stock as reported on the Nasdaq Stock Market on March 31, 1999 and
the exercise price of the options, multiplied by the number of shares of
Common Stock issuable upon exercise of the options. An option is an
"in-the-money option" when the market value of SEEC Common Stock exceeds the
exercise price of the option.
7
<PAGE> 11
EMPLOYMENT AGREEMENTS
Effective October 1, 1996, SEEC entered into a two-year employment
agreement with Ravindra Koka, pursuant to which he agreed to serve as SEEC's
President and Chief Executive Officer. The agreement renewed automatically at
the end of the initial two-year term and renews automatically at the end of each
renewal term for a one-year period unless either party gives thirty days notice
of intent not to renew. The agreement is terminable by SEEC immediately for
cause. The agreement prohibits Mr. Koka from directly or indirectly selling
products that compete with SEEC's products for two years following termination
under specified circumstances of his employment with SEEC, and from improperly
disclosing or using SEEC's proprietary information. Mr. Koka's employment
agreement also includes the provisions relating to severance described below.
The Company has also entered into employment agreements with Messrs. Godfrey,
Goldbach, and Gart.
The employment agreements with Messrs. Koka, Godfrey, and Goldbach provide
that if, on or after the date of a "Change in Control" (as defined below), SEEC,
for any reason, terminates the employee's employment or the employee resigns
"for good reason" (as defined below), then SEEC shall pay to the employee within
five days following the date of termination or date of resignation: (i) the
employee's salary and benefits through the termination date or resignation date,
both as in effect on the day prior to the date of the Change in Control, and
(ii) the amount of any bonus payable to the employee for the year in which the
Change in Control occurred, pro-rated to take into account the number of days
that have elapsed in such year prior to the termination date or resignation
date. In addition, during a specified period following the termination or
resignation date, SEEC shall continue to pay to the employee his annual salary,
as in effect on the day prior to the date of the Change in Control on the dates
when such salary would have been payable had the employee remained employed by
SEEC and shall continue to provide to the employee during such specified period,
at no cost to the employee, the benefits the employee was receiving on the day
prior to the date of the Change in Control, or benefits substantially similar
thereto. The specified period is twelve months for Mr. Koka and nine months for
Messrs. Godfrey and Goldbach.
The employment agreement with Mr. Gart is essentially the same as those
described above, except that for a twelve-month period following the termination
or resignation date, or until the starting date of Mr. Gart's employment or
consulting arrangement with a new company, SEEC shall continue to pay Mr. Gart
at an annualized rate of 50% of total target compensation, or at an annualized
rate of 75% of total target compensation in the event of a Change in Control.
Total target compensation consists of base salary, commissions and bonus.
COMPENSATION OF DIRECTORS
SEEC compensates its non-employee directors $2,000 per Board meeting
attended in person and $1,000 per Board meeting attended by telephone. Directors
who are employees do not receive any compensation for services performed in
their capacity as directors. SEEC reimburses each director for reasonable
out-of-pocket expenses incurred in attending meetings of the Board of Directors
and any of its committees.
STOCK OPTION GRANTS TO NON-EMPLOYEE DIRECTORS
In connection with their agreeing to serve on the Board of Directors, on
September 30, 1996, SEEC granted to each of Radha R. Basu and Abraham Ostrovsky
ten-year options to purchase 4,526 shares of Common Stock at $3.62 per share.
The options vested 50% each on the first and second anniversaries of their
commencement of service as directors. On August 8, 1997, SEEC granted to each of
Radha R. Basu, Abraham Ostrovsky and Stanley Young, ten-year options to purchase
15,000 shares of Common Stock at $20.75 per share. The options vest ratably over
a three-year period following the date of grant. Mr. Young retired from the
Board in August 1998 and subsequently forfeited his options. On August 12, 1998,
SEEC granted to each of Ms. Basu, Mr. Ostrovsky, and Glen F. Chatfield ten-year
options to purchase 20,000 shares of Common Stock at $6.00 per share. The
options vest ratably over a four-year period following the date of the grant.
8
<PAGE> 12
REPORT OF THE COMPENSATION COMMITTEE
INTRODUCTION
The Compensation Committee (the "Committee") determines compensation levels
for the Company's executive officers. Below is a report submitted by Dr. Reddy
and Ms. Basu, the members of the Committee, addressing the Company's
compensation policies for fiscal year 1999 as they impacted the executive
officers of the Company, including Ravindra Koka, President and Chief Executive
Officer; John D. Godfrey, Vice President--Customer Support and Secretary;
Richard J. Goldbach, Treasurer and Chief Financial Officer; and Allen D. Gart,
Vice President of Sales--Americas and Europe.
GENERAL COMPENSATION PHILOSOPHY
The Company's compensation philosophy is that a significant portion of an
executive's income should be based upon the financial performance of the
Company. In addition, compensation should reflect not only short-term
performance but should also provide long-term incentives designed to tie the
executive's economic return to the return to the Company's shareholders.
The Committee believes that the annual remuneration for executive officers
should be set so that a large percentage of total cash compensation is at risk
under the incentive programs. For fiscal year 1999, the Committee made its
compensation decisions based on a review of the Company's fiscal year 1998
performance and on the Company's budget and other projections for fiscal year
1999. Executive officer incentive compensation was tied to Company-wide
achievement of financial goals.
COMPONENTS OF COMPENSATION
The components of compensation for the Company's executive officers, which
are designed to reflect the compensation philosophy, are addressed below:
(a) Salary. The Committee established salaries for the executive
officers based upon recommendations by Mr. Koka and consideration of
various subjective factors such as the responsibilities, positions and
qualifications of the executives, the Company's financial position and
operating results, and salaries paid to executives in comparable companies.
No formal surveys or analyses of comparable companies' compensation
practices were undertaken. However, the Committee did rely on their
collective experience and knowledge of compensation practices in
determining the salary levels for the executives. For fiscal year 1999, Mr.
Gart's salary was increased to $125,000 due to his expanded
responsibilities for European sales. The salaries for Messrs. Koka, Godfrey
and Goldbach remained unchanged from the levels established in fiscal year
1998.
(b) Short-Term Incentive Compensation/Bonus Pool. For fiscal year
1999, the Company's executive management bonus plan was designed to provide
short-term incentive bonuses for the achievement of specified performance
goals. The Committee established that payment of any bonuses was contingent
upon the Company's attaining its target financial goals for revenues and
pre-tax, pre-bonus earnings. In addition, individual performance goals were
incorporated into the calculation of bonuses. For performance above the
Company's targeted financial goals, additional bonuses would be paid.
Consistent with the Committee's compensation philosophy of tying a large
percentage of total compensation to performance, the target bonuses for
Messrs. Koka, Godfrey and Goldbach were established at 30% to 40% of total
compensation. For Mr. Gart, target short-term incentive compensation,
consisting of commissions and bonus, was set at 48% of total compensation.
The Company's performance for fiscal year 1999 was below the target
financial goals set by the Committee at the beginning of the fiscal year.
Accordingly, no incentive bonuses were accrued for the executive officers.
Other incentive compensation was paid or accrued for Mr. Gart, in the
amounts set forth in the Summary Compensation Table above.
(c) Stock Options. The primary purpose of granting stock options is
to link the executive officers' financial success to that of the
shareholders of the Company. The exercise prices of stock options are
9
<PAGE> 13
determined by the Committee, but may not be less than the fair market value
of the Company's Common Stock as of the date of grant. Stock options
granted to the executive officers during fiscal year 1999 are listed on the
table entitled "Option Grants in Last Fiscal Year."
FISCAL YEAR 1999 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
Reference is made to the discussion above with respect to subjective
criteria applicable to fiscal year 1999 compensation for executive officers,
including Ravindra Koka, the Company's President and Chief Executive Officer.
Mr. Koka's annual salary for fiscal year 1999 was $180,000, unchanged from
fiscal year 1998. As described above, Mr. Koka did not receive a bonus for
fiscal year 1999, due to the Company's not achieving the target financial goals
set by the Committee.
The Committee approved a grant of 25,000 incentive stock options with an
exercise price of $6.00 to Mr. Koka during fiscal year 1999, in recognition of
his responsibilities as the Company's CEO and his role in the Company's ability
to achieve its financial and other growth objectives. The grant of options to
Mr. Koka is designed to promote and reward long-term performance by the Company,
which the Committee believes will be substantially dependent upon Mr. Koka's
leadership.
STOCK OPTIONS REPRICED IN FISCAL 1999
Stock options are a regular component of the employee compensation program.
Option grants reflect the Company's policy of encouraging long-term performance
and promoting employee retention while further aligning employees' and
shareholders' interests in the performance of the Company's Common Stock. The
Company believes that stock options having exercise prices substantially higher
than the current market value of the underlying common stock provide a
disincentive and negatively impact employee morale and motivation, and
potentially impair the Company's ability to retain key employees. Retaining
high-quality, experienced employees, particularly employees with technical and
professional skills, is essential to the Company's future success, and
therefore, enhances the value of the shareholders' investment in the Company.
In August 1998, the Board of Directors offered to exchange outstanding
options granted in 1998 at exercise prices of $13.50 and higher for options with
an exercise price of $6.00. In return for the reduced exercise price, employees
relinquished previous vesting of options and agreed to new vesting schedules
beginning August 6, 1999. The Board of Directors extended the stock option
repricing offer to all affected employees, including executive officers Mr.
Goldbach and Mr. Gart. Excluded from the repricing were Mr. Koka's fiscal year
1998 award of 25,000 options with an exercise price of $16.25, and Mr. Godfrey's
fiscal year 1998 award of 10,000 options with an exercise price of $16.25. The
Board of Directors concluded that Mr. Koka's and Mr. Godfrey's individual share
holdings and ownership in the Company, relative to all other employees' equity
stakes, warranted exclusion from the repricing.
INTERNAL REVENUE CODE SECTION 162(m)
The Committee reviewed the potential consequences of Section 162(m) of the
Internal Revenue Code with respect to executive compensation. Section 162(m)
imposes a limit on tax deductions for annual compensation in excess of
$1,000,000 paid to any of the five most highly-compensated executive officers.
The Company does not anticipate that Section 162(m) will have an adverse effect
on the Company in the short-term. In this regard, base salary and bonus levels
are expected to remain well below the $1,000,000 limitation in the foreseeable
future. Over the longer term, the Committee will continue to examine the effects
of this tax provision and will monitor
10
<PAGE> 14
the level of compensation paid to the executive officers in order to avoid, to
the extent possible, the potential adverse effects of Section 162(m).
DR. RAJ REDDY RADHA R. BASU
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Under Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company's directors, officers, and persons who are directly
or indirectly the beneficial owners of more than 10% of the Common Stock of the
Company are required to file with the Securities and Exchange Commission (the
"Commission"), within specified monthly and annual due dates, a statement of
their initial beneficial ownership and all subsequent changes in ownership of
Common Stock. Rules of the Commission require such persons to furnish the
Company with copies of all Section 16(a) forms they file.
All Forms 3, 4 and 5 have been filed within the guidelines of the
Commission during fiscal year 1999. In making this disclosure, the Company has
relied solely on copies of the reports that its directors and officers have
filed with the Commission.
COMPARISON OF CUMULATIVE TOTAL RETURN SINCE JANUARY 22, 1997
The following graph shows the cumulative total shareholder return on the
Common Stock from January 22, 1997 (the first day of trading of the Company's
Common Stock upon its initial public offering) through March 31, 1999, as
compared to the returns of the Nasdaq National Market Composite Index and the
Nasdaq Computer and Data Processing Services Stock Index. The graph assumes that
$100 was invested in the Common Stock on January 22, 1997, and in the Nasdaq
National Market Composite Index and the Nasdaq Computer and Data Processing
Services Stock Index and assumes reinvestment of dividends.
<TABLE>
<CAPTION>
Jan. 22, 1997 Mar. 31, 1997 Mar. 31, 1998 Mar. 31, 1999
<S> <C> <C> <C> <C>
SEEC, Inc. 100.00 112.07 186.21 54.32
Nasdaq National Market Composite Index 100.00 87.87 133.21 179.28
Nasdaq Computer and Data Processing
Services Stock Index 100.00 84.15 147.11 239.09
</TABLE>
11
<PAGE> 15
CERTAIN TRANSACTIONS
The following is a summary of certain transactions to which SEEC was or is
a party and in which certain executive officers, directors or shareholders of
SEEC had or have a direct or indirect material interest, all of which were made
on terms no less favorable to the Company than those available from unaffiliated
parties.
ERA RELATIONSHIP
Prior to February 28, 1998, the Company had certain relationships and had
engaged in certain transactions with ERA Software Systems Private Limited
("ERA"), an Indian software development company. ERA owns 226,305 shares of the
Common Stock of SEEC. Ravindra Koka, the President, Chief Executive Officer, a
director, and a principal shareholder of SEEC, had owned approximately 14%, and
Shankar Krish, an employee of SEEC, continues to own approximately 8% of the
outstanding capital stock of ERA. Mr. Koka and Mr. Krish are also directors of
ERA. Mr. Koka sold his ERA shares to other ERA shareholders subsequent to
February 28, 1998. Until February 28, 1998, SEEC had owned approximately 5% of
the outstanding capital stock of ERA.
On February 28, 1998, SEEC and ERA entered into an Asset Purchase Agreement
whereby ERA transferred its distribution rights for SEEC products, plus certain
fixed assets and 30 ERA employees engaged in SEEC-related research and
development, sales and administration, to SEEC for consideration of $1,041,000.
The acquisition was effective at the close of business on February 28, 1998, at
which time the Product Purchase Agreement (see below) and Marketing Agreement
(see below) were terminated, and SEEC assumed control and responsibility for
product distribution and development efforts. Final closing of the acquisition
took place during fiscal 1999. At closing, the purchase price consisting of
$1,036,000 in cash was remitted to ERA. As further consideration for the
acquisition, SEEC also agreed to relinquish its approximate 5% ownership in ERA.
This consideration was valued at $5,000, the amount of SEEC's original
investment in ERA, previously reflected in the Company's financial statements.
SEEC Technologies Asia Private Limited ("SEEC Asia") was formed as a
wholly-owned subsidiary of SEEC to effect the acquisition and to hold and manage
the acquired rights, certain assets and SEEC-related product development
projects.
Since SEEC's inception in 1988, ERA had provided certain research and
development services to SEEC. The Company's initial development of its COBOL
maintenance products was funded in part by a grant from the Industrial Credit
and Investment Corporation of India, Ltd. ("ICICI") pursuant to a Cooperation
and Project Financing Agreement among ICICI, SEEC and ERA (the "Cooperation
Agreement"). The Cooperation Agreement provided that SEEC and ERA would each
have an ownership interest in all products developed with funds provided
thereunder.
In March 1996, SEEC and ERA entered into a Product Purchase Agreement,
pursuant to which ERA transferred to SEEC its 35% ownership interest in
jointly-owned products and technologies, including COBOL Analyst, COBOL Slicer,
Object Designer, Date Analyzer and related derivative and add-on products, all
products developed pursuant to the Cooperation Agreement. In consideration of
the transfer of ERA's ownership interest in the products and technology, the
Company issued 226,305 shares of its Common Stock to ERA. The transaction was
assigned a nominal value of $2,263 (the par value of the shares issued). The
assigned value reflected the predecessor basis of ERA in the products,
consistent with the Company's accounting policy of expensing all research and
development costs.
ERA had also agreed to assist SEEC in developing new products and
technologies. Pursuant to the Product Purchase Agreement, ERA had the
non-exclusive right to perform design and development work with respect to
SEEC's products pursuant to specified development schedules. In addition, ERA
had agreed to maintain in India the necessary infrastructure and personnel to
support such design and development work, to transfer to SEEC the necessary
manpower for product support, and to maintain a team of personnel in India for
maintenance of SEEC's products.
In consideration of ERA's developmental obligations under the Product
Purchase Agreement, SEEC agreed to pay ERA certain research and development
fees. Through December 31, 1996, SEEC was obligated to pay ERA a research and
development fee equal to 10% of its gross receipts from the products so
developed by ERA prior to the date of the Product Purchase Agreement, but not
less than $12,000 per quarter, and thereafter on
12
<PAGE> 16
mutually-agreed terms. SEEC also agreed to pay to ICICI on behalf of ERA 5% of
its gross receipts from products and services derived from COBOL reengineering,
and from all database reengineering and reverse engineering products and
services. This obligation to pay ICICI on behalf of ERA was paid in full in
fiscal 1998. In addition, during the first three years of the Product Purchase
Agreement, SEEC had agreed to pay ERA a maintenance fee at a flat rate of $5,000
per month, and, in the next three years, $6,000 per month as long as the Product
Purchase Agreement remained in effect. Effective January 1, 1997, the Company
and ERA agreed to amend the Product Purchase Agreement to eliminate the research
and development fee (royalty) and the monthly maintenance fee described above.
Concurrently, the Company and ERA agreed to a schedule of research and
development projects to be performed for the benefit of the Company by ERA at
specified rates. Also effective January 1, 1997, SEEC and ERA each had the right
to terminate the Product Purchase Agreement upon certain events of default, upon
the change of control of the other party or upon 12 months notice. During fiscal
1998, the Company paid to ERA sales support and maintenance support fees related
to certain U.S. sales where ERA was instrumental in effecting the sale and for
which ERA was expected to provide ongoing maintenance support to the customer.
SEEC incurred a total of $373,000, $166,000 and $79,000 in royalties and fees
due to ERA during fiscal 1998, 1997 and 1996, respectively.
Pursuant to the Product Purchase Agreement, upon a change of control of
ERA, SEEC had the right to repurchase some or all of the shares of Common Stock
owned by ERA. SEEC also had the right to purchase ERA's research and development
facilities upon the occurrence of certain events including a change of control
of ERA, a termination of the Product Purchase Agreement by ERA upon 12 months
notice, certain defaults by ERA, or an initial public offering by ERA. In the
event SEEC did not purchase ERA's facilities, ERA had agreed to maintain those
facilities at a minimum of the same size and quality as prior to the change of
control. In the event of a change of control of SEEC, ERA had the right to
request a renegotiation of any or all of the research and development provisions
of the Product Purchase Agreement.
Pursuant to a Marketing Agreement dated March 1, 1996, SEEC granted ERA the
non-exclusive right to distribute SEEC's products in India only. Under such
agreement, ERA paid SEEC a royalty of 50% (40% during the first six months of
the agreement) of SEEC's suggested international list price for all products
distributed by ERA. During fiscal 1998, 1997 and 1996, ERA paid $300,000,
$206,000 and $11,500 respectively, in royalties to SEEC. The agreement was for a
term of three years. SEEC could terminate the agreement (i) for cause; (ii) at
any time after the first 12 months by paying ERA an amount equal to 150% of
ERA's gross revenues for the previous 12 months from sales of SEEC's products;
(iii) at any time after the first 18 months upon failure of the parties to agree
upon minimum sales by ERA or upon a business plan for ERA's marketing of the
products; or (iv) upon failure of ERA to achieve the agreed-upon minimum sales
of SEEC's products.
SEEC, ERA and certain of the shareholders of SEEC had entered into a
Shareholders' Agreement dated March 31, 1996. The Shareholders' Agreement
prohibited ERA from transferring any of its shares of Common Stock without the
prior written consent of SEEC. Further, SEEC and the other parties to the
Agreement had the right to purchase the shares of Common Stock held by ERA in
the event ERA wished to sell such shares. The Shareholders' Agreement terminated
upon the consummation of SEEC's initial public offering.
Transactions between SEEC and its officers, directors and principal
shareholders and their affiliates, including the acquisition transaction between
SEEC and ERA, have been approved by a majority of the Board of Directors,
including a majority of the disinterested directors, and are or will be on terms
no less favorable to SEEC than could be obtained from unaffiliated third
parties.
REGISTRATION RIGHTS
SEEC has entered into a Registration Rights Agreement, dated as of August
15, 1996 (the "Registration Rights Agreement"), with certain holders of its
Common Stock. The Registration Rights Agreement provides that each of the
parties will have the right to demand registration of some or all of their
shares under the Securities Act of 1933 (the Securities Act) in connection with
the offering thereof on a firm commitment underwritten basis, subject to the
demand being made by the holders of at least a majority of the securities
registerable thereunder. The aggregate number of shares of Common Stock
outstanding as to which such demand registration rights may be exercised is
estimated to be approximately 300,000. The Registration Rights Agreement also
provides that
13
<PAGE> 17
each of the parties has the right, whenever SEEC proposes to register any of its
securities, to require that SEEC include in such registration some or all of
each of the parties' shares.
SEEC also granted certain registration rights to H.C. Wainwright, Inc. and
Cruttenden Roth Incorporated in connection with the warrants issued to them in
connection with the Company's initial public offering in January 1997.
14
<PAGE> 18
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of SEEC's Common Stock as of June 15, 1999 by each person
known by SEEC to be the beneficial owner of more than 5% of the outstanding
Common Stock of SEEC on such date, by (i) each director of SEEC, (ii) certain
executive officers of SEEC, and (iii) all directors and executive officers of
SEEC as a group.
<TABLE>
<CAPTION>
SHARES OWNED BENEFICIALLY(1)
-----------------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT(2)
------------------------ ----------- ------------
<S> <C> <C>
Ravindra Koka............................................... 505,844(3) 8.7%
Raj Reddy................................................... 381,465(4) 6.6%
John D. Godfrey............................................. 221,235(5) 3.8%
Glen F. Chatfield........................................... 55,348(6) *
Richard J. Goldbach......................................... 28,633(7) *
Allen D. Gart............................................... 39,250(8) *
Abraham Ostrovsky........................................... 25,014(9) *
Radha R. Basu............................................... 23,665(10) *
All directors and executive officers as a group (8
persons).................................................. 1,280,454(11) 21.5%
</TABLE>
- ---------------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Shares of Common Stock subject to
options or warrants exercisable within 60 days of June 15, 1999 are deemed
outstanding for computing the percentage beneficially owned by the person
or group holding such options or warrants, but are not deemed outstanding
for computing the percentage of any other person. Except as noted, each
shareholder has sole voting power and sole investment power with respect to
all shares beneficially owned by such shareholder.
(2) Based upon 5,828,866 shares outstanding as of the Record Date.
(3) Includes 11,681 shares issuable upon the exercise of outstanding options
and 120,712 shares of Common Stock owned by Ravindra Koka Retained Annuity
Trust, of which Mr. Koka is trustee. Mr. Koka's address is in care of SEEC,
Inc., Park West One, Suite 200, Cliff Mine Road, Pittsburgh, Pennsylvania
15275.
(4) Includes 100,000 shares owned by Dr. Reddy's spouse. Dr. Reddy's address is
in care of SEEC, Inc., Park West One, Suite 200, Cliff Mine Road,
Pittsburgh, Pennsylvania 15275.
(5) Includes 7,388 shares issuable upon the exercise of outstanding options and
1,000 shares owned by Mr. Godfrey's spouse. Mr. Godfrey's address is in
care of SEEC, Inc., Park West One, Suite 200, Cliff Mine Road, Pittsburgh,
Pennsylvania 15275.
(6) Includes 5,000 shares issuable upon exercise of outstanding options. Mr.
Chatfield's address is in care of SEEC, Inc., Park West One, Suite 200,
Cliff Mine Road, Pittsburgh, Pennsylvania 15275.
(7) Includes 25,130 shares issuable upon the exercise of outstanding options.
Mr. Goldbach's address is in care of SEEC, Inc., Park West One, Suite 200,
Cliff Mine Road, Pittsburgh, Pennsylvania 15275.
(8) Represents 39,250 shares issuable upon the exercise of outstanding options.
Mr. Gart's address is in care of SEEC, Inc., Park West One, Suite 200,
Cliff Mine Road, Pittsburgh, Pennsylvania 15275.
(9) Includes 19,526 shares issuable upon the exercise of outstanding options.
Mr. Ostrovsky's address is in care of SEEC, Inc., Park West One, Suite 200,
Cliff Mine Road, Pittsburgh, Pennsylvania 15275.
(10) Includes 19,526 shares issuable upon the exercise of outstanding options.
Ms. Basu's address is in care of SEEC, Inc., Park West One, Suite 200,
Cliff Mine Road, Pittsburgh, Pennsylvania 15275.
(11) Includes 127,501 shares issuable upon exercise of outstanding options.
15
<PAGE> 19
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Exchange Act, shareholders may present
proper proposals for inclusion in the Company's proxy statement and for
consideration at the next Annual Meeting of Shareholders by submitting such
proposals to the Company in a timely manner. In order to be so included for the
2000 Annual Meeting, shareholder proposals must be received by the Company no
later than February 29, 2000 and must otherwise comply with the requirements of
Rule 14a-8.
AUDITORS
The Company engaged BDO Seidman, LLP, independent certified public
accountants, as auditors for the fiscal year ended March 31, 1999. A
representative of BDO Seidman, LLP is expected to be present at the Annual
Meeting, and will have the opportunity to make a statement and respond to
appropriate questions.
FORM 10-K
Shareholders may obtain a copy (without exhibits) of the Company's annual
report on Form 10-K for the year ended March 31, 1999 as filed with the
Securities and Exchange Commission without any charge by writing to: Investor
Relations, SEEC, Inc., Park West One, Suite 200, Cliff Mine Road, Pittsburgh,
Pennsylvania 15275.
ADDITIONAL INFORMATION
The Company knows of no other matters which will be presented to
shareholders for action at the Annual Meeting. However, if other matters are
presented which are proper subjects for action by shareholders, it is the
intention of those named in the accompanying Proxy to vote such Proxy in
accordance with their judgment upon such matters.
By order of the Board of Directors,
JOHN D. GODFREY
Vice President and Secretary
16
<PAGE> 20
- --------------------------------------------------------------------------------
PROXY -- SEEC, INC.
ANNUAL MEETING OF SHAREHOLDERS AUGUST 5, 1999
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints RAJ REDDY and RAVINDRA KOKA, and each with
full power to act without the other, as proxies, with full power of
substitution, for and in the name of the undersigned to vote and act with
respect to all shares of common stock of SEEC, Inc. (the "Company") standing in
the name of the undersigned on June 24, 1999, or with respect to which the
undersigned is entitled to vote and act, at the Annual Meeting of Shareholders
of the Company to be held August 5, 1999 and at any and all adjournments
thereof, with all the powers the undersigned would possess if personally
present, and particularly, but without limiting the generality of the foregoing:
-------------
(TO BE SIGNED ON REVERSE SIDE) |SEE REVERSE|
| SIDE |
-------------
<PAGE> 21
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
SEEC, INC.
AUGUST 5, 1999
<TABLE>
<CAPTION>
* Please Detach and Mail in the Envelope Provided *
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
A [ X ] Please mark your
votes as in this
example.
FOR WITHHELD
1. Election of -------- -------- Nominees: 2. To vote in their discretion upon FOR AGAINST ABSTAIN
Directors: | | | | Ravindra Koka such other matters as may properly ------- ------- -------
| | | | Beverly Brown come before the meeting or any | | | | | |
-------- -------- adjournment thereof. | | | | | |
------- ------- -------
For, except vote withheld from the following nominee(s): SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, THIS PROXY WILL BE VOTED
FOR ITEMS 1 AND 2 IF NO CHOICE IS SPECIFIED.
- -------------------------------------------------------- The undersigned hereby revokes all proxies heretofore given by the
undersigned to vote or act at said meeting, and hereby ratifies and
confirms all that said proxies, or their substitutes, or any of them,
may lawfully do by virtue hereof. Receipt is hereby acknowledged of the
notice of annual meeting and proxy statement of the Company, dated
July 1, 1999.
PLEASE DATE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
SIGNATURE(S) ______________________________________________ DATE _____________________, 1999
Note: Please sign exactly as your name appears hereon. When signing as Attorney, Executor, Administrator, Trustee, etc. or as
Officer of a Corporation, please give your full title as such. For joint accounts, each joint owner should sign.
</TABLE>
