<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, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of Shareholders
of SEEC, Inc. to be held on Friday, August 25, 2000, at 10:00 A.M., at the
Pittsburgh Airport Marriott, 100 Aten Road, 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 25, 2000.
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 FRIDAY, AUGUST 25, 2000
------------------------
The Annual Meeting of Shareholders (the "Annual Meeting") of SEEC, Inc., a
Pennsylvania corporation (the "Company") will be held on Friday, August 25,
2000, at 10:00 A.M., local time, at the Pittsburgh Airport Marriott, 100 Aten
Road, Pittsburgh, Pennsylvania, for the following purposes:
1. To elect two Class I directors to serve for a term of three years
and until their respective successors are duly elected and qualified;
2. To approve an amendment to the SEEC, Inc. 1997 Stock Option Plan;
3. 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 16, 2000 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, 2000
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 2000 Annual
Meeting of Shareholders, together with any and all adjournments and
postponements thereof (the "Annual Meeting"), to be held on Friday, August 25,
2000, at 10:00 A.M., local time, at the Pittsburgh Airport Marriott, 100 Aten
Road, 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, 2000.
RECORD DATE; VOTING SECURITIES; VOTING AND PROXIES
The Board has fixed the close of business on June 16, 2000 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
6,087,272 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 that 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 I directors expires at the Annual Meeting. The terms of the Class II
and Class III directors will expire at the 2001 and 2002 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.
The two incumbent Class I directors are nominees for election this year for
three-year terms as directors expiring at the 2003 Annual Meeting of
Shareholders. 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 I 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 I directors and each continuing Class II and Class III
director.
NOMINEES FOR ELECTION 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 57 1997. In addition, Mr. Ostrovsky is Chairman of the Board of
Directors of JetForm Corporation, a provider of forms-based
workflow automation software. Mr. Ostrovsky is also the
Chairman of the Board of Directors of DigitalNow, an
Australian company that develops, manufactures, and markets
scanners and systems for digital photography. Mr. Ostrovsky
serves on the Boards of Directors of CenterBeam, IXLA, Ltd.,
and NetManage, Inc. 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 58 1998. Mr. Chatfield was President of Chatfield Enterprises
from April 1990 to November 1992, and has been President of
Emprise Technologies, Inc. since December 1992, and General
Partner of the 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>
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 49 Ms. Basu is Chief Executive Officer and President of
Support.com, Inc., an automated Internet software support
company. Prior to joining Support.com, Inc. in 1999, Ms.
Basu held various positions at Hewlett-Packard Corporation
from 1978 to 1999, including General Manager of
Hewlett-Packard Corporation's Enterprise Solutions
Organization, General Manager of International Software
Operations, and Operations Manager for India Software
Operations.
John D. Godfrey...................... John D. Godfrey has been Vice President and Secretary of
Age 51 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
microprocessor-based network systems for control of building
environments, from March 1984 to August 1985. Mr. Godfrey
served in various management positions including Director of
Engineering for PERQ Systems Corp., a manufacturer of
computer engineering workstations, from November 1981 to
March 1984, and served as Manager of Graphic Information
Systems for Mellon Bank, N.A. from September 1976 to
November 1981.
</TABLE>
3
<PAGE> 7
DIRECTORS CONTINUING 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 49 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. He is a founding
shareholder and director of ACS Technologies, Ltd., an
Indian company engaged in providing computer hardware
maintenance and service. Prior to founding SEEC, Mr. Koka
was a program analyst with System Development Corporation, 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 the Department of Computer
Science at Carnegie Mellon University.
Beverly Brown........................ Beverly Brown is Executive Vice President and Chief
Age 55 Marketing Officer of Exodus Communications, Inc., a provider
of complex Internet hosting for enterprises with
mission-critical Internet systems. Ms. Brown has served in
this capacity since 1999. Prior to joining Exodus
Communications, Ms. Brown was President and CEO of DataMan
Software, Inc., a general management software consulting
business, from 1996 to 1999. 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 Five Nine
Solutions, Inc., and on the U.S. Advisory Board of
Recognition Systems Group PLC.
</TABLE>
BOARD OF DIRECTORS AND COMMITTEES
The Board met five times during the fiscal year ended March 31, 2000. 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 2000.
4
<PAGE> 8
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 were Dr. Raj Reddy and Ms.
Basu through August 5, 1999. Effective August 5, 1999, Dr. Reddy retired from
the Board of Directors, and was replaced on the Compensation Committee by
Beverly Brown. The Compensation Committee met once during fiscal 2000.
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, 2000.
APPROVAL OF AMENDMENT TO SEEC, INC. 1997 STOCK OPTION PLAN
The Board of Directors has adopted, and proposes that the stockholders
approve, an Amendment to the SEEC, Inc. 1997 Stock Option Plan (the "Plan") that
will increase the total number of shares available for the grant of stock
options under the Plan by 650,000 shares, thereby increasing the aggregate
number of shares that would be available for the grant of options from 650,000
to 1,300,000. In 1997, the Board of Directors adopted the Plan, which
constitutes a key element of the Company's incentive program, and is utilized to
attract, retain, and motivate key employees of the Company, and to align key
employee and stockholder interests. This summary of the proposed amendment to
the Plan is qualified in its entirety by the full text of the proposed revised
Plan, which is set forth as Exhibit A to this Proxy Statement.
As a result of prior grants of stock options under the Plan, the number of
shares available for grants of stock options as of June 16, 2000 is insufficient
to continue to maintain the Company's needs under its incentive program. The
Board believes that the increase in the number of shares available for issuance
under the Plan will strengthen the Company's ability to attract and retain key
employees of the Company, and motivate such parties to attain individual
performance and overall corporate goals, including employees who enter the
Company's service through acquisitions or other business combinations. The
affirmative vote by the holders of a majority of the shares of Common Stock
entitled to vote and present in person or by proxy at the meeting is required to
approve the amendment to the Plan.
Because executive officers (two of whom are members of the Board of
Directors) are eligible to receive awards under the Plan, each of them may be
deemed to have a personal interest in the adoption of this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR APPROVAL OF THE PROPOSAL.
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........................ 49 President, Chief Executive Officer and Director
51 Secretary, Vice President--Customer Support, and
John D. Godfrey...................... Director
Richard J. Goldbach.................. 44 Treasurer and Chief Financial Officer
</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.
5
<PAGE> 9
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth information regarding compensation of the
executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------- ------
SECURITIES
UNDERLYING
FISCAL ANNUAL INCENTIVE OTHER STOCK ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
------------------------------ ---- ------ ----- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Ravindra Koka..................... 2000 $180,000 -- -- 25,000 --
President and 1999 $180,000 -- -- 25,000 --
Chief Executive Officer 1998 $180,000 $139,605 -- 25,000 --
John D. Godfrey................... 2000 $136,000 -- -- -- --
Secretary, Vice President-- 1999 $136,000 -- -- 10,000 --
Customer Support, and Director 1998 $136,000 $ 84,412 -- 10,000 --
Richard J. Goldbach............... 2000 $110,500 -- -- 15,000 --
Treasurer and 1999 $110,500 -- 20,000 --
Chief Financial Officer 1998 $110,500 $ 95,184 -- 10,000 --
Allen D. Gart (1)................. 2000 $130,168 -- $46,591(2) -- $132,336(3)
Vice President of Sales-- 1999 $125,000 -- $59,804(2) 25,000 --
Americas 1998 $100,000 $ 40,000 $99,752(2) 15,000 --
</TABLE>
---------------
(1) Mr. Gart's employment with the Company ended March 31, 2000.
(2) Amount includes sales commissions and relocation allowances.
(3) Represents the accrual of the maximum severance compensation payable under
the terms of the Agreement and Release dated March 7, 2000 between the
Company and Mr. Gart (the "Agreement"). Under the Agreement, semi-monthly
payments will terminate on the earlier of March 31, 2001, or the date on
which Mr. Gart begins employment with another company.
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, 2000, the
number of options granted and outstanding under the Plans was 666,771.
6
<PAGE> 10
OPTION GRANTS IN FISCAL YEAR 2000
<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(B)
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) 8.15% $5.58 1/5/10 $87,731 $222,327
John D. Godfrey................ -- -- -- -- -- --
Richard J. Goldbach............ 15,000(a)(c) 4.89% $5.58 1/5/10 $52,638 $133,396
Allen D. Gart.................. -- -- -- -- -- --
</TABLE>
---------------
(a) Options granted in fiscal 2000 are exercisable in four equal annual
installments commencing one year after the date the option was granted.
(b) 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
exercise. 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.
(c) A performance-based condition to vesting and exercisability applies to 5,000
of these options.
AGGREGATED OPTION EXERCISES IN FISCAL 2000 AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES HELD AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ravindra Koka.................. 5,431 $21,355 18,750 56,250 $ 53,125 $159,375
John D. Godfrey................ -- -- 12,388 12,500 $ 80,199 $ 63,750
Richard J. Goldbach............ -- -- 36,682 30,000 $318,836 $112,500
Allen D. Gart.................. 13,950 $76,725 64,300 -- $493,175 $ --
</TABLE>
---------------
(1) Represents the difference between the closing price of $12.50 per share of
Common Stock as reported on the Nasdaq Stock Market on March 31, 2000 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.
EMPLOYMENT AGREEMENTS
Effective March 10, 2000, SEEC entered into two-year employment agreements
with Messrs. Koka, Godfrey, and Goldbach. Each agreement renews automatically at
the end of the initial two-year term and provides for one-year renewal terms
unless the employee gives thirty days notice of intent not to renew. Each
agreement is terminable by SEEC immediately for cause. Messrs. Koka and Godfrey
are prohibited from directly or indirectly selling products that compete with
SEEC's products for two years following termination, under specified
7
<PAGE> 11
circumstances, of their employment with SEEC. Each executive officer is
prohibited from improperly disclosing or using SEEC's proprietary information.
The employment agreements with Messrs. Koka, Godfrey, and Goldbach provide
that if 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 following the date of termination or date of resignation: (i) at the
next regular pay date, the employee's salary and benefits through the
termination date or resignation date; (ii) during a specified period following
the termination or resignation date, the amount of any bonus payable to the
employee for the fiscal year in which the termination or resignation occurred
prorated to take into account the number of days in such fiscal year prior to
the termination or resignation date; and (iii) during such specified period, a
continuation of the employee's annual salary, as in effect on the day prior to
the termination or resignation date. Also, (iv) during such specified period, at
no cost to the employee, SEEC shall continue to provide the benefits the
employee was receiving on the day prior to the termination or resignation date,
or benefits substantially similar thereto. In the case of (ii), (iii), and (iv),
the specified period is twelve months for Mr. Koka, and six months for Messrs.
Godfrey and Goldbach, and payments are to be made on the dates when salaries
would have been payable had the employee remained employed by SEEC.
The term "good reason" is defined as: (i) a material diminution by SEEC of
the employee's title or responsibilities, as that title and those
responsibilities existed prior to the action complained of, or (ii) a material
diminution by SEEC of the highest salary, benefits, bonuses, and incentive or
other forms of compensation paid to the employee during any period covered by
the employment agreement; or (iii) any reassignment of the employee or
relocation of SEEC's principal executive offices outside of the greater
Pittsburgh area.
Mr. Gart's employment with SEEC ended effective March 31, 2000. The
severance provisions of his employment agreement obligate SEEC, for a
twelve-month period ending March 31, 2001 or until the starting date of Mr.
Gart's employment or full-time consulting arrangement with a new company, to
continue to pay Mr. Gart at an annualized rate of $127,500, which is 50% of his
total target compensation. As part of Mr. Gart's severance, SEEC also agreed to
pay 50% of Mr. Gart's health benefits, to accelerate the vesting of previously-
awarded incentive stock options to purchase 14,000 shares of SEEC Common Stock,
and to allow Mr. Gart until March 31, 2001 to exercise any vested incentive
stock options.
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 both
Radha R. Basu and Abraham Ostrovsky 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. 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. During fiscal 2000, SEEC
granted to both Ms. Basu and Beverly Brown ten-year options to purchase 20,000
shares of Common Stock at $4.00 per share. Ms. Basu's options vested in full on
October 1, 1999. Ms. Brown's options vest ratably over a four-year period ending
August 24, 2003.
8
<PAGE> 12
REPORT OF THE COMPENSATION COMMITTEE
INTRODUCTION
The Compensation Committee (the "Committee") determines compensation levels
for the Company's executive officers. Until August 5, 1999, the members of the
Committee were Dr. Raj Reddy and Ms. Basu. Dr. Reddy retired from the Board of
Directors on August 5, 1999, and Beverly Brown was elected to the Board, and was
subsequently elected to a position on the Committee. Executive officers'
salaries and incentive compensation for fiscal year 2000 were established prior
to Ms. Brown's election. Option grants to the executive officers during fiscal
year 2000 were determined by Ms. Basu and Ms. Brown.
Below is a report submitted by Ms. Basu and Ms. Brown, the members of the
Committee, addressing the Company's compensation policies for fiscal year 2000
as they impacted the executive officers of the Company, including Ravindra Koka,
President and Chief Executive Officer; John D. Godfrey, Secretary and Vice
President--Customer Support, and Richard J. Goldbach, Treasurer and Chief
Financial Officer.
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 2000, the Committee made its
compensation decisions based on a review of the Company's fiscal year 1999
performance and on the Company's budget and other projections for fiscal year
2000. Executive officer incentive compensation was tied to Company-wide
achievement of financial goals. No such incentive compensation was paid for
fiscal year 2000.
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 establishes 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 have been undertaken. However, the Committee does rely on their
collective experience and knowledge of compensation practices in
determining the salary levels for the executives. The salaries for the
executive officers remained unchanged from the levels established in fiscal
year 1999.
(b) Short-Term Incentive Compensation/Bonus Pool. For fiscal year
2000, 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 51% of total compensation.
The Company's performance for fiscal year 2000 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
9
<PAGE> 13
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
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 2000 are listed on the
table entitled "Option Grants in Fiscal Year 2000."
FISCAL YEAR 2000 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
Reference is made to the discussion above with respect to subjective
criteria applicable to fiscal year 2000 compensation for executive officers,
including Ravindra Koka, the Company's President and Chief Executive Officer.
Mr. Koka's annual salary for fiscal year 2000 was $180,000, unchanged from
fiscal years 1999 and 1998. As described above, Mr. Koka did not receive a bonus
for fiscal year 2000, 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 $5.58 to Mr. Koka in January, 2000, in recognition of his
responsibilities as the Company's CEO and his role in the Company's ability to
achieve its future financial and other growth objectives, and in recognition of
his contributions over the past year to transform and reposition the Company.
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.
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 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).
RADHA R. BASU BEVERLY BROWN
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 2000. In making this disclosure, the Company has
relied solely on copies of the reports that its directors and officers have
filed with the Commission.
10
<PAGE> 14
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, 2000, 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>
SEEC, INC. NASDAQ COMPUTER AND
---------- NASDAQ NATIONAL MARKET DATA PROCESSING|SERVICES
COMPOSITE INDEX STOCK INDEX
---------------------- ------------------------
<S> <C> <C> <C>
Jan. 22, 1997 100.00 100.00 100.00
Mar. 31, 1997 112.07 87.89 84.10
Mar. 31, 1998 186.21 133.27 147.04
Mar. 31, 1999 54.32 180.03 239.59
Mar. 31, 2000 172.41 334.24 428.71
</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. 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 a total net 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, cash consideration
of $1,036,000 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 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 250,000.
The Registration Rights Agreement also provides that each of the parties
13
<PAGE> 17
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 May 26, 2000 by (i) each
person known by SEEC to be the beneficial owner of more than 5% of the
outstanding Common Stock of SEEC on such date, (ii) each director of SEEC, (iii)
certain executive officers of SEEC, and (iv) 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............................................... 518,344(3) 8.5%
Raj Reddy................................................... 381,465(4) 6.3%
Hathaway Associates......................................... 335,000(5) 5.5%
John D. Godfrey............................................. 226,235(6) 3.7%
Glen F. Chatfield........................................... 55,348(7) *
Richard J. Goldbach......................................... 42,154(8) *
Radha R. Basu............................................... 41,165(9) *
Abraham Ostrovsky........................................... 25,014(10) *
All directors and executive officers as a group (7
persons).................................................. 908,260(11) 14.6%
</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 May 26, 2000 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 6,095,172 shares outstanding as of May 26, 2000.
(3) Includes 18,750 shares issuable upon the exercise of outstanding options
and 112,285 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 served as
Chairman of the Board of Directors of SEEC, Inc. to August 5, 1999. Dr.
Reddy's address is 808 Devonshire Road, Pittsburgh, Pennsylvania 15221.
(5) Based on information as of March 31, 2000 contained in a Schedule 13F filed
by Hathaway Associates with the Securities and Exchange Commission.
Hathaway Associates' address is 119 Rowayton Avenue, Rowayton, Connecticut
06853.
(6) Includes 12,388 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.
(7) 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.
(8) Includes 36,682 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.
(9) Includes 37,026 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.
(10) 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.
(11) Includes 129,372 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
2001 Annual Meeting, shareholder proposals must be received by the Company no
later than February 28, 2001 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, 2000. 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, 2000 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 that 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
APPENDIX A
SEEC, INC.
1997 STOCK OPTION PLAN, INCLUDING AMENDMENT TO SECTION 3
The purposes of the 1997 Stock Option Plan (the "Plan") are to encourage
eligible employees of SEEC, INC. (the "Corporation") and its Subsidiaries,
including directors and officers of the Corporation who are employees, to
increase their efforts to make the Corporation and each Subsidiary more
successful, to provide an additional inducement for such employees to remain
with the Corporation or a Subsidiary, to reward such employees by providing an
opportunity to acquire the Common Stock, par value $.01 per share, of the
Corporation (the "Common Stock") on favorable terms and to provide a means
through which the Corporation may attract able persons to enter the employment
of the Corporation or one of its Subsidiaries. For purposes of the Plan, the
term "Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Corporation if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing more than fifty percent
(50%) of the total combined voting power of all classes of stock in one of the
other corporations in the chain.
SECTION 1
ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Corporation (the "Committee").
The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operation of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan.
The Committee shall keep records of action taken at its meetings. A
majority of the Committee shall constitute a quorum at any meeting and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
the acts of the Committee.
SECTION 2
ELIGIBILITY
Those employees of the Corporation or any Subsidiary who share the
responsibility for the management, growth or protection of the business of the
Corporation or any Subsidiary shall be eligible to receive stock options (with
or without stock appreciation rights) as described herein.
Subject to the provisions of the Plan, the Committee shall have full and
final authority, in its discretion, to grant stock options (with or without
stock appreciation rights) as described herein and to determine the employees to
whom stock options (with or without stock appreciation rights) shall be granted
and the number of shares to be covered by each stock option. In determining the
eligibility of any employee, as well as in determining the number of shares
covered by each stock option, the Committee shall consider the position and the
responsibilities of the employee being considered, the nature and value to the
Corporation or a Subsidiary of his or her services, his or her present and/or
potential contribution to the success of the Corporation or a Subsidiary and
such other factors as the Committee may deem relevant.
A-1
<PAGE> 21
SECTION 3
SHARES AVAILABLE UNDER THE PLAN
The aggregate number of shares of the Common Stock which may be issued or
delivered and as to which stock options may be granted under the Plan is
1,300,000 shares of Common Stock. All such shares are subject to adjustment and
substitution as set forth in Section 6.
If any stock option granted under the Plan is canceled by mutual consent or
terminates or expires for any reason without having been exercised in full, the
number of shares subject to such stock option shall again be available for
purposes of the Plan, except that to the extent that stock appreciation rights
granted in conjunction with a stock option under the Plan are exercised and the
related stock option surrendered, the number of shares available for purposes of
the Plan shall be reduced by the number of shares, if any, of Common Stock
issued or delivered upon exercise of such stock appreciation rights.
The shares which may be issued or delivered under the Plan may be either
authorized but unissued shares or repurchased shares or partly each.
SECTION 4
GRANT OF STOCK OPTIONS,
STOCK APPRECIATION RIGHTS, AND
LIMITED STOCK APPRECIATION RIGHTS
The Committee shall have authority, in its discretion, to grant "incentive
stock options" pursuant to Section 422 of the Internal Revenue Code of 1986 (the
"Code"), to grant "non-statutory stock options" (stock options which do not
qualify under such Section 422 of the Code) or to grant both types of stock
options (but not in tandem). The Committee also shall have the authority, in its
discretion, to grant stock appreciation rights in conjunction with incentive
stock options or non-statutory stock options with the effect provided in Section
5 (D). Stock appreciation rights granted in conjunction with an incentive stock
option may only be granted at the time such incentive stock option is granted.
Stock appreciation rights granted in conjunction with a non-statutory stock
option may be granted either at the time such stock option is granted or at any
time thereafter during the term of such stock option. The Committee shall also
have the authority, in its discretion, to grant limited stock appreciation
rights in accordance with the provisions of, and subject to the terms and
conditions set forth in, Section 8.
No employee shall be granted a stock option or stock options under the Plan
(disregarding canceled, terminated or expired stock options) for an aggregate
number of shares in excess of ten percent (10%) of the total number of shares
which may be issued or delivered under the Plan. For the purposes of this
limitation, any adjustment or substitution made pursuant to Section 6 with
respect to shares which have not been issued or delivered under the Plan upon
the exercise of stock options shall also be made with respect to shares already
issued or delivered under the Plan upon the exercise of stock options and with
respect which would have been issued or delivered under the Plan but for the
exercise of stock appreciation rights in lieu of the exercise of stock options
prior to such adjustment or substitution.
SECTION 5
TERMS AND CONDITIONS OF STOCK OPTIONS AND
STOCK APPRECIATION RIGHTS
Stock options and stock appreciation rights granted under the Plan shall be
subject to the following terms and conditions:
(A) The purchase price at which each stock option may be exercised (the
"option price") shall be such price as the Committee, in its discretion, shall
determine but shall not be less than one hundred percent (100%) of the fair
market value per share of Common Stock covered by the stock option on the date
of grant, except that in the
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case of an incentive stock option granted to an employee who, immediately prior
to such grant, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation or any
Subsidiary (a "Ten Percent Employee"), the option price shall not be less than
110% of such fair market value on the date of grant. For purposes of this
Section 5 (A), the fair market value of the Common Stock shall be determined as
provided in Section 5 (H). Also, for purposes of this Section 5 (A), an
individual (i) shall be considered as owning not only shares of the Common Stock
owned individually, but also all shares that are at the time owned, directly or
indirectly, by or for the spouse, ancestors, lineal descendants and brothers and
sisters (whether by the whole or half blood) of such individual and (ii) shall
be considered as owning proportionately any shares owned, directly or
indirectly, by or for any corporation, partnership, estate or trust in which
such individual shall be a stockholder, partner or beneficiary.
(B) The option price shall be payable in full in any one or more of the
following ways:
(i) in cash; and/or
(ii) in shares of the Common Stock (which are owned by the optionee
free and clear of all liens and other encumbrances and which are not
subject to the restrictions set forth in Section 7) having a fair market
value on the date of exercise of the stock option, determined as provided
in Section 5 (H), equal to the option price for the shares being purchased.
If the option price is paid in whole or in part in shares of Common
Stock, any portion of the option price representing a fraction of a share
shall be paid in cash. The date of exercise of a stock option shall be
determined under procedures established by the Committee, and the option
price shall be payable at such time or times as the Committee, in its
discretion, shall determine. No share shall be issued or delivered upon
exercise of a stock option until full payment of the option price has been
made. When full payment of the option price has been made and subject to
the restrictions set forth in Section 7, the optionee shall be considered
for all purposes to be the owner of the share with respect to which payment
has been made. Payment of the option price with shares shall not increase
the number of shares of Common Stock which may be issued or delivered under
the Plan as provided in Section 3.
(C) Subject to Section 9 hereof, no stock option shall be exercisable
during the first six months of its term, except that this limitation on exercise
shall not apply (i) if the optionee dies during such six-month period or (ii) if
the optionee becomes disabled within the meaning of Section 422 (c)(6) of the
Code (a "Disabled Optionee"), or if his or her employment is voluntarily
terminated with the consent of the Corporation or a Subsidiary during such
six-month period. No incentive stock option shall be exercisable after the
expiration of ten years (five years in the case of a Ten Percent Employee) from
the date of grant. No non-statutory stock option shall be exercisable after the
expiration of ten years and six months from the date of grant. Subject to this
Section 5 (C) and Sections 5 (F), 5 (G) and 5 (H), stock options may "vest" and
be exercised at such times, in such amounts and subject to such restrictions as
shall be determined, in its discretion, by the Committee and set forth in
individual stock option agreements.
(D) Stock appreciation rights shall be exercisable to the extent that the
related stock option is exercisable and only by the same person or persons who
are entitled to exercise the related stock option. Stock appreciation rights
shall entitle the optionee to surrender the related stock option, or any portion
thereof, and to receive from the Corporation in exchange therefor that number of
shares of Common Stock having an aggregate fair market value equal to the excess
of the fair market value of one share of Common Stock on such date of exercise
over the option price per share, multiplied by the number of shares covered by
the stock option or portion thereof, which is surrendered. Cash shall be paid in
lieu of any fractional shares. The Committee shall have the authority, in its
discretion, to determine that the obligation of the Corporation shall be paid in
cash or part in cash and part in shares. The date of exercise of stock
appreciation rights shall be determined under procedures established by the
Committee, and payment under this Section 5 (D) shall be made by the Corporation
as soon as practicable after the date of exercise. To the extent that a stock
option as to which stock appreciation rights have been granted in conjunction
therewith is exercised, the stock appreciation rights shall be canceled. For the
purposes of this Section 5 (D), the fair market value of Common Stock shall be
determined as provided in Section 5 (H).
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(E) No stock option or stock appreciation rights shall be transferable by
an optionee other than by will, or if an optionee dies intestate, by the laws of
descent and distribution of the state of domicile of the optionee at the time of
death, and all stock options and stock appreciation rights shall be exerciseable
during the lifetime of an optionee only by the optionee.
(F) Unless otherwise determined by the Committee and set forth in the stock
option agreement referred to in Section 5 (G) or amendment thereto:
(i) If the employment of an optionee who is not a Disabled Optionee is
voluntarily terminated with the written consent of the Corporation or a
Subsidiary or an optionee retires under any retirement plan of the
Corporation or a Subsidiary, any then outstanding incentive stock option
held by such an optionee shall be exercisable (to the extent exercisable on
the date of termination of employment) by such an optionee at any time
prior to the expiration date of such incentive stock option or within three
months after the date of termination of employment, whichever is the
shorter period;
(ii) If the employment of an optionee who is not a Disabled Optionee
is voluntarily terminated with the written consent of the Corporation or a
Subsidiary, any then outstanding non-statutory stock option held by such an
optionee shall be exercisable (to the extent exercisable on the date of
termination of employment) by such an optionee at any time prior to the
expiration date of such non-statutory stock option or within one year after
the date of termination of employment, whichever is the shorter period;
(iii) If an optionee retires under any retirement plan of the
Corporation or a Subsidiary, any then outstanding non-statutory stock
option held by such an optionee shall be exercisable (whether or not
exercisable on the date of termination of employment) by such an optionee
at any time prior to the expiration date of such non-statutory stock option
or within one year after the date of termination of employment, which ever
is the shorter period;
(iv) If the employment of an optionee who is a Disabled Optionee is
voluntarily terminated with the written consent of the Corporation or a
Subsidiary, any then outstanding sock option held by such optionee shall be
exercisable in full (whether or not so exercisable on the date of
termination of employment) by the optionee at any time prior to the
expiration date of such stock option or within one year after the date of
termination of employment, whichever is the shorter period; and
(v) Following the death of an optionee during employment, any
outstanding stock option held by the optionee at the time of death shall be
exercisable in full (whether or not so exercisable on the date of the death
of the optionee) by such optionee's estate or by the person or persons
entitled to do so under the will of the optionee, or, if the optionee shall
fail to make testamentary disposition of the stock option or shall die
intestate, by the legal representative of the optionee, at any time prior
to the expiration date of such stock option or within one year after the
date of death, whichever is the shorter period. Following the death of an
optionee after termination of employment but during a period when a stock
option is exercisable as provided in clauses (i), (ii), (iii) and (iv)
above, any outstanding stock option held by the optionee at the time of
death shall be exercisable by such optionee's estate or by such person or
persons entitled to do so under the Will of the optionee's, estate or by
such person or persons entitled to do under the Will of the optionee or by
such legal representative to the extent the stock option was exercisable by
the optionee at the time of death at any time prior to the expiration date
of such stock option or within one year after the date of death, whichever
is the shorter period.
(vi) If the employment of an optionee terminates for any reason other
than voluntary termination with the consent of the Corporation or a
Subsidiary, retirement under any retirement plan of the Corporation or a
Subsidiary, voluntary termination while a Disabled Optionee with the
consent of the Corporation or death, the rights of such optionee under any
then outstanding stock option shall terminate at the time of such
termination of employment. In addition, if an optionee engages in the
operation or management of a business, whether as owner, partner, officer,
director, employee or otherwise and whether during or after termination of
employment, which is in competition with the Corporation or any of its
Subsidiaries, the Committee may in its discretion immediately terminate all
stock options held by the optionee.
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Whether termination of employment is a voluntary termination with the
written consent of the Corporation or a Subsidiary, whether an optionee is
a Disabled Optionee and whether an optionee has engaged in the operation or
management of a business which is in competition with the Corporation or
any of its Subsidiaries shall be determined in each case by the Committee
and any such determination by the Committee shall be final and binding.
(G) All stock options and stock appreciation rights shall be confirmed by a
stock option agreement, or an amendment thereto, which shall be executed by the
Chief Executive Officer or the President (if other than the Chief Executive
officer) on behalf of the Corporation and by the employee to whom such stock
options and stock appreciation rights are granted.
(H) Fair market value of the Common Stock,
(i) so long as the Common Stock is listed for trading on the NASDAQ
Small-Cap Market or the NASDAQ National Market, shall be as set forth in
such reliable publication as the Committee, in its discretion, may choose
to rely upon, by taking the average of the "bid" and "ask" prices per share
of the Common Stock as quoted in such reliable publication on the trading
date immediately preceding the date as of which fair market value is to be
determined, or
(ii) in the event the Common stock ceases to be listed for trading on
either of such NASDAQ Markets and is traded on another exchange, shall be
as set forth in such reliable publication as the Committee, in its
discretion, may choose to rely upon, by taking the average of the highest
and lowest price per share of the Common Stock as quoted in such reliable
publication on the nearest date before the date as of which fair market is
to be determined or by such other reasonable method or formula as may be
determined by the Committee in its discretion.
(I) The obligation of the Corporation to issue or deliver shares of Common
Stock under the Plan shall be subject to (i) the effectiveness of a registration
statement under the Securities Act of 1933, as amended, with respect to such
shares, if deemed necessary or appropriate by counsel for the Corporation, (ii)
the condition that the shares shall have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange on which such shares
may then be listed and (iii) all other applicable laws, regulations, rules and
orders which may then be in effect.
Subject to the foregoing provisions of this Section 5 and the other
provisions of the Plan, any stock option or stock appreciation rights granted
under the Plan shall be subject to such other terms and conditions as the
Committee shall deem advisable.
SECTION 6
ADJUSTMENT AND SUBSTITUTION OF SHARES
If a dividend or other distribution shall be declared upon the Common Stock
payable in shares of Common Stock, the number of shares of Common Stock then
subject to any outstanding stock option and the number of shares which may be
issued or delivered under the Plan but are not then subject to an outstanding
stock option shall be adjusted by adding thereto the number of shares which
would have been distributable thereon if such shares had been outstanding on the
date fixed for determining the stockholders entitled to receive such stock
dividend or distribution.
If the outstanding shares of the Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Corporation or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, mergers or consolidation, then there shall be substituted for each
share of Common Stock subject to any then outstanding stock option and for each
share of Common Stock which may be issued or delivered under the Plan but is not
then subject to an outstanding stock option, the number and kind of shares of
stock or other securities into which each outstanding share of Common Stock
shall be so changed or for which each such share shall be exchangeable.
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In the case of any adjustment or substitution as provided for in this
Section 6, the aggregate option price for all shares subject to each then
outstanding stock option prior to such adjustment or substitution shall be the
aggregate option price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares. Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.
No adjustment or substitution provided for in this Section 6 shall require
the Corporation to issue or sell a fraction of a share or other security.
Accordingly, all fractional share or other securities which result from any such
adjustment or substitution shall be eliminated and not carried forward to any
subsequent adjustment or substitution.
If any such adjustment or substitution provided for in this Section 6
requires the approval of shareholders in order to enable the Corporation to
grant incentive stock options, then no such adjustment or substitution shall be
made without prior shareholder approval. Notwithstanding the foregoing, in the
case of incentive stock options, if the effect of any such adjustment or
substitution would be to cause the stock option to fail to continue to qualify
as an incentive stock option or to cause a modification, extension or renewal of
such stock option within the meaning of Section 424 of the Code, the Committee
may elect that such adjustment or substitution not be made but rather shall use
reasonable efforts to effect such other adjustment of each then outstanding
stock option as the Committee in its sole discretion shall deem equitable and
which will not result in any disqualification, modification, extension or
renewal (within the meaning of Section 424 of the Code) of such incentive stock
option.
SECTION 7
RESTRICTION ON TRANSFER OF
CERTAIN SHARES
Shares of Common Stock acquired under exercise of an option by a person
then subject to the provisions of Section 16 of the Exchange Act shall not be
sold or otherwise transferred prior to the expiration of six months after the
date of grant of the stock option. Shares of Common Stock acquired under
exercise of an incentive stock option shall not be sold or otherwise transferred
until after the expiration of any holding period required by Section 422 of the
Code, as may be amended from time to time. The Corporation is authorized to (i)
retain the certificate(s) representing such shares or place such certificates in
the custody of its transfer agent, (ii) place a restrictive legend on such
shares, and/or (iii) issue a stop transfer order to the transfer agent with
respect to such shares in order to enforce the transfer restrictions of this
Section.
SECTION 8
LIMITED STOCK APPRECIATION RIGHTS
Limited stock appreciation rights may in the discretion of the Committee,
be granted in connection with wall or part of (i) an incentive stock option
granted under this Plan at a time of the grant of such stock option or (ii) a
non-statutory option, at the time such option is granted or at any time
thereafter during the term of the such option.
Limited stock appreciation rights shall entitle the holder of an option in
connection with which such limited stock appreciation rights are granted, upon
exercise of the limited stock appreciation rights, to surrender the stock
option, or any applicable portion thereof, and any related stock appreciation
rights, to the extent unexercised, and to receive an amount of cash determined
pursuant to this Section 8. Such option, and any related stock appreciation
rights, shall, to the extent so surrendered, thereupon cease to be exercisable.
Limited stock appreciation rights shall be subject to the following terms
and conditions and to such other terms and conditions not inconsistent with the
Plan as shall from time to time be approved by the Committee.
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(A) Limited stock appreciation rights shall be exercisable, subject to
Section 8 (B), during any one or more of the following periods:
(i) for a period of 60 days beginning on the date on which shares of
Common Stock are first purchased pursuant to a tender offer or
exchange offer (other than such an offer by the Corporation), whether
or not such offer is approved or opposed by the Corporation and
regardless of the number of shares of Common Stock purchased pursuant
to such offer;
(ii) for a period of 60 days beginning on the date the Corporation
acquires knowledge that any person or group deemed a person under
Section 13 (d) (3) of the Exchange Act (other than any director of
the Corporation on January 30, 1997, any Affiliate or Associate of
any such director (with such terms having the respective meanings set
forth in Rule 12b-2 under the Exchange Act as in effect on January
30, 1997), any member of the family of any such director, any trust
(including the trustees thereof) established by or for the benefit of
any such persons, or any charitable foundation, whether a trust or a
corporation (including the trustees and director thereof) established
by or for the benefit of any such persons) in a transaction or series
of transactions shall become the beneficial owner, directly or
indirectly (with beneficial ownership determined as provided in Rule
13d-3, or any successor rule, under the Exchange Act), of securities
of the Corporation entitling the person or group to 20% or more of
all votes (without consideration of the rights of any class of stock
to elect directors by a separate class vote) to which all
shareholders of the Corporation would be entitled if the election of
Directors were an election held on such date;
(iii) for a period of 60 days beginning on the date of filing under
the Exchange Act of a Statement on Schedule 13D, or any amendment
thereto, by any person or group deemed a person under Section 13 (d)
(3) of the Exchange Act, disclosing an intention or possible
intention to acquire or change control of the Corporation;
(iv) for a period of 60 days beginning on the date, during any period
of two consecutive years, when individuals who at the beginning of
such period constitute the Board of Directors of the Corporation
cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by the
shareholders of the Corporation, of each new Director was approved by
a vote of at least two-thirds of the Directors then still in office
who were Directors at the beginning of such period; and
(v) for a period of 60 days beginning on the date of approval by the
shareholders of the Corporation of an agreement (a "reorganization
agreement") providing for (a) the merger or consolidation of the
Corporation with another corporation where the shareholders of the
Corporation, immediately prior to the merger or consolidation, do not
or will not beneficially own, immediately after the merger or
consolidation, shares of the corporation issuing cash or securities
in the merger or consolidation entitling such shareholders to 50% or
more of all votes (without consideration of the rights of any class
stock to elect directors by a separate class vote) to which all
shareholders of such corporation would be entitled in the election of
Directors or where the members of the Board of Directors of the
Corporation, immediately prior to the merger or consolidation, do not
or will not, immediately after the merger or consolidation,
constitute a majority of the Board of Directors of the corporation
issuing cash or securities in the merger or consolidation or (b) the
sale or other disposition of all or substantially all the assets of
the Corporation.
(B) Subject to Section 9 hereof, limited stock appreciation rights shall
in no event be exercisable unless and until the holder of the
limited stock appreciation rights shall have completed at least six
months of continuous service with the Corporation or a Subsidiary,
or both, immediately following the date upon which the limited stock
appreciation rights shall have been granted.
(C) Upon exercise of limited stock appreciation rights, the holder
thereof shall be entitled to receive an amount of cash in respect of
each share of Common Stock subject to the related option equal to
the excess of the fair market value of such share over the option
price of such related option, and for
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this purpose fair market value shall mean the highest last sale
price of the Common Stock as reported on the NASDAQ during the
period beginning on the 90th day prior to the date on which the
limited stock appreciation rights are exercised and ending on such
date, except that (a) in the event of a tender offer or exchange
offer for Common Stock, fair market value shall mean the greater of
such last sale price or the highest price paid for Common Stock
pursuant to any tender offer or exchange offer in effect at any time
beginning on the 90th day prior to the date on which the limited
stock appreciation rights are exercised and ending on such date, (b)
in the event of the acquisition by any person or group of beneficial
ownership of securities of the Corporation entitling the person or
group to 10% or more of all votes to which all shareholders of the
Corporation would be entitled in the election of Directors or in the
event of the filing of a Statement on Schedule 13D, or any amendment
thereto, disclosing an intention or possible intention by any person
or group to acquire control of the Corporation, fair market value
shall mean the greater of such last sale price or the highest price
per share paid for Common Stock shown on the Statement on Schedule
13D, or any amendment thereto, filed by the person or group becoming
a 10% beneficial owner or disclosing an intention or possible
intention to acquire control of the Corporation and (c) in the event
of approval by shareholders of the Corporation of a reorganization
agreement, fair market value shall mean the greater of such last
sale price or the fixed or formula price specified in the
reorganization agreement if such price is determinable as of the
date of exercise of the limited stock appreciation rights. Any
securities or property which are part or all of the consideration
paid for Common Stock in a tender offer or exchange offer or under
an approved reorganization agreement shall be valued at the higher
of (a) the valuation placed on such securities or property by the
person making the tender offer or exchange offer or by the
corporation other than the Corporation issuing securities or
property in the merger or consolidation or to whom the Corporation
is selling or otherwise disposing of all or substantially all the
assets of the Corporation and (b) the valuation placed on such
securities or property by the Committee.
(D) To the extent that limited stock appreciation rights shall be
exercised, the option in connection with which such limited stock
appreciation rights shall have been granted shall be deemed to have
been exercised and any related stock appreciation rights shall be
canceled. To the extent that the option in connection with which
limited stock appreciation rights shall have been granted or any
related stock appreciation rights shall be exercised, the limited
stock appreciation rights granted in connection with such option
shall be canceled.
SECTION 9
ACCELERATION OF THE EXERCISE DATE OF
STOCK OPTIONS AND RELATED STOCK APPRECIATION RIGHTS
Notwithstanding any other provision of this Plan, all stock options and
stock appreciation rights shall become exercisable upon the occurrence of any of
the events specified in Section 8 (A) whether or not such options are then
exercisable under the provisions of the applicable agreements relating thereto,
except that if stock appreciation rights have been granted along with limited
stock appreciation rights to the same option holder with respect to the same
option, in no event may the stock appreciation rights be exercised for cash
during any of the 60-day periods provided for in Section 8.
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SECTION 10
EFFECT OF THE PLAN ON THE RIGHTS
OF EMPLOYEES AND EMPLOYER
Neither the adoption of the Plan nor any action of the Board or the
Committee pursuant to the Plan shall be deemed to give any employee any right to
be granted a stock option (with or without stock appreciation rights) under the
Plan and nothing in the Plan, in any stock option or stock appreciation rights
granted under the Plan or in any stock option agreement shall confer any right
to any employee to continue in the employment of the Corporation or any
Subsidiary or interfere in any way with the rights of the Corporation or any
subsidiary to terminate the employment of any employee at any time.
SECTION 11
AMENDMENT
The right to alter and amend the Plan at any time and from time to time and
the right to revoke or terminate the Plan are hereby specifically reserved to
the Board; provided always that no such revocation or termination shall
terminate any outstanding stock option or stock appreciation rights theretofore
granted under the Plan; and provided further that no such alteration or
amendment of the Plan shall, without prior stockholder approval (a) increase the
total number of shares which may be issued or delivered under the Plan, or (b)
make any changes in the class of eligible employees. No alteration, amendment,
revocation or termination of the Plan shall, without the written consent of the
holder of a stock option or stock appreciation rights theretofore granted under
the Plan, adversely affect the rights of such holder with respect to such stock
option or stock appreciation rights.
SECTION 12
EFFECTIVE DATE AND DURATION OF PLAN
The effective date and date of adoption of the Plan shall be June 6, 1997
(the "Effective Date"), the date of adoption of the Plan by the Board, provided
that such adoption of the Plan by the Board is approved by the affirmative vote
of the holders of at least a majority of the outstanding shares of Common Stock
at a meeting of such holders duly called, convened and held within one year of
the Effective Date. No stock option or stock appreciation rights granted under
the Plan prior to such shareholder approval may be exercised until after such
approval. No stock option or stock appreciation rights may be granted under the
Plan subsequent to June 6, 2007.
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<PAGE> 29
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
SEEC, INC.
AUGUST 25, 2000
* Please Detach and Mail in the Envelope Provided *
A [ X ] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
FOR WITHHELD
1. Election of Directors [ ] [ ]
NOMINEES:
Abraham Ostrovsky
Glen F. Chatfield
For, except vote withheld from the following nominee(s):
--------------------------------------------------------
FOR AGAINST ABSTAIN
2. Increase the number of shares which [ ] [ ] [ ]
can be granted under the SEEC, Inc.
1997 Stock Option Plan.
3. To vote in their discretion upon [ ] [ ] [ ]
such other matters as may properly
come before the meeting or any
adjournment thereof.
Solicited on behalf of the Board of Directors, this Proxy will be voted for
Items 1, 2 and 3 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, 2000.
PLEASE DATE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
SIGNATURE(S)_________________________________________ DATE _____________ , 2000
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.
<PAGE> 30
PROXY - SEEC, INC.
ANNUAL MEETING OF SHAREHOLDERS AUGUST 25, 2000
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, RADHA R. BASU 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 16, 2000, 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 25, 2000 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]
