SEER TECHNOLOGIES INC /DE, DEF 14A, 1997-01-28

SEER TECHNOLOGIES INC /DE
DEF 14A, 1997-01-28
COMPUTER PROGRAMMING SERVICES

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SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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:

[_] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SEER TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its Charter)

SEER TECHNOLOGIES, INC.
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(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[_] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

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(4) Proposed maximum aggregate value of transaction:

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[_] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE>

[SEER LOGO]

8000 Regency Parkway
Cary, North Carolina 27511

January 29, 1997

Dear Stockholder:

You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of Seer Technologies, Inc. to be held at The Solution Center, 1101 Slater
Road, Brighton Hall, Research Triangle Park, North Carolina 27703 on February
28, 1997, at 10:30 a.m., local time. I sincerely hope that you will be able to
attend the meeting, and I look forward to seeing you.

The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the meeting. We also will report on the
operations of the Company during the past year and during the first quarter of
fiscal 1997, as well as on our plans for the future.

We are including with this Proxy Statement a copy of the Company's Annual
Report. It contains information on the Company's operations, markets, products
and services as well as the Company's audited financial statements. We are
also enclosing a report on the Company's performance in the first quarter of
fiscal 1997.

Please take this opportunity to become involved in the affairs of the
Company. Whether or not you expect to be present at the meeting, please
complete, date, sign and mail the enclosed proxy in the envelope provided.
Returning the proxy does NOT deprive you of your right to attend the meeting
and vote your shares in person. If you attend the meeting, you may withdraw
your proxy and vote your own shares.

Sincerely,

Thomas A. Wilson
President, Chief Executive Officer
and Director
<PAGE>

SEER TECHNOLOGIES, INC.
8000 REGENCY PARKWAY
CARY, NORTH CAROLINA 27511

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 28, 1997

TO THE STOCKHOLDERS OF SEER TECHNOLOGIES, INC.:

Notice is hereby given that the Annual Meeting of Stockholders of Seer
Technologies, Inc. (the "Company") will be held at The Solution Center, 1101
Slater Road, Brighton Hall, Research Triangle Park, North Carolina 27703 on
February 28, 1997, at 10:30 a.m., local time, for the following purposes:

1. To elect six (6) directors to the Board of Directors to serve for the
ensuing year and until their successors are duly elected and qualified.

2. To approve an amendment to the Company's Stock Option and Restricted
Stock Purchase Plan to increase the number of shares of Common Stock reserved
for issuance thereunder from 2,400,000 to 2,900,000.

3. To approve an amendment to the Company's Stock Option and Restricted
Stock Purchase Plan to limit individual annual awards thereunder.

4. To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
independent public accountants.

5. To transact such other business as may properly come before the meeting
and any adjournment(s) thereof. The Board of Directors is not aware of any
other business to be presented to a vote of the stockholders at the Annual
Meeting.

The close of business on January 15, 1997 has been fixed as the record date
for determination of stockholders entitled to notice of and to vote at the
meeting.

By Order of the Board of Directors,

Dennis McKinnie
Vice President, General Counsel and
Corporate Secretary

Cary, North Carolina
January 29, 1997

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER THAT
YOUR SHARES MAY BE REPRESENTED AT THE MEETING. NO POSTAGE IS NEEDED IF MAILED
IN THE UNITED STATES.
<PAGE>

SEER TECHNOLOGIES, INC.
8000 REGENCY PARKWAY
CARY, NORTH CAROLINA 27511

PROXY STATEMENT

This Proxy Statement is furnished to stockholders in connection with the
solicitation by the Board of Directors of Seer Technologies, Inc., a Delaware
corporation (the "Company"), of proxies in the accompanying form for use at
the Annual Meeting of Stockholders of the Company to be held at The Solution
Center, 1101 Slater Road, Brighton Hall, Research Triangle Park, North
Carolina 27703 at 10:30 a.m., local time, on February 28, 1997, and at any
adjournment thereof (the "Annual Meeting"). This Proxy Statement and the
accompanying Notice of Annual Meeting and Form of Proxy are being mailed to
the Company's stockholders on January 29, 1997.

VOTING

If a proxy in the accompanying form is duly executed and returned, the
shares represented thereby will be voted at the Annual Meeting and, where a
choice is specified, will be voted in accordance with the specification made.
Any stockholder who gives a proxy may revoke it at any time before it is
exercised by giving a later proxy, by attending the meeting and voting in
person or by giving notice of revocation to the Company's Secretary. Executed
but unmarked proxies will be voted "FOR" each of the proposals described in
this Proxy Statement and in accordance with the best judgment of the proxy
holders on any other matter that may properly come before the meeting.

The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of the common stock, $.01 par value per share
("Common Stock") and Series A Convertible Preferred Stock, $.01 par value per
share ("Preferred Stock") entitled to vote at the Annual Meeting is necessary
to constitute a quorum at the Annual Meeting. If a quorum exists, the
affirmative vote of a plurality of the votes cast by the holders of Common
Stock and by the holders of Preferred Stock, voting as a single class, will be
required for the election of directors. To approve each of the other proposals
described in this Proxy Statement or any other proposal properly brought
before the meeting, the affirmative vote of a majority of the shares of Common
Stock and Preferred Stock (collectively, the "Shares") present or represented
at the meeting and voted on a proposal as a single class will be required.
Stockholder votes will be tabulated by persons appointed by the Board of
Directors to act as inspectors of election for the Annual Meeting.

Abstentions and broker non-votes will be counted for purposes of determining
the presence or absence of a quorum for the transaction of business at the
Annual Meeting. If authority to vote for one or more director nominees is
withheld, no vote will be cast with respect to the shares represented and the
outcome of the election will not be affected. Abstentions will be counted in
tabulations of votes cast on the other proposals presented to the
stockholders; consequently, abstentions will have the effect of votes against
the proposals to which they relate. Broker non-votes, which do not exist in
the context of the election of directors, are not counted for purposes of
determining whether a proposal has been approved. As a result, broker non-
votes will have no effect on any matter presented for approval.

The close of business on January 15, 1997 has been fixed by the Board of
Directors as the record date for the determination of stockholders of the
Company entitled to vote at the Annual Meeting. As of that date, the Company
had 11,676,459 shares of Common Stock outstanding, with each share being
entitled to one vote, and 2,094,143 shares of Preferred Stock outstanding,
with each share being entitled to one vote. It is anticipated that the
outstanding Shares beneficially owned by executive officers and directors of
the Company, aggregating approximately 65% of the votes entitled to be cast,
will be voted in favor of each of the proposals listed herein.

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The expense of the solicitation of proxies will be borne by the Company.
Following the original mailing of the proxy material, solicitation of proxies
may be made by mail, telephone, telegraph, courier service, or personal
interview by certain of the regular employees of the Company, who will receive
no additional compensation for their services. In addition, the Company will
reimburse brokers and other nominees for their reasonable expenses incurred in
forwarding soliciting material to beneficial owners.

BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth certain information as of December 31, 1996
with respect to beneficial ownership of Shares by (i) each person known to the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock or Preferred Stock, (ii) each of the Company's directors and director
nominees, (iii) the executive officers of the Company named in the Summary
Compensation Table (the "named executives") and (iv) all directors and
executive officers of the Company as a group.

Stock ownership information has been furnished to the Company by the named
person. Beneficial ownership as reported in this section was determined in
accordance with Securities and Exchange Commission regulations and includes
Shares as to which a person possesses sole or shared voting and/or investment
power and Shares that may be acquired on or before March 1, 1997 upon the
exercise of stock options. Except as otherwise stated in the footnotes below,
the named persons have sole voting and investment power with regard to the
Shares shown as beneficially owned by such persons.

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<TABLE>
<CAPTION>
COMBINED COMMON
AND PREFERRED
COMMON STOCK PREFERRED STOCK STOCK(1)
---------------------- ---------------------- -------------------------
NO. OF PERCENT NO. OF PERCENT NO. OF PERCENT
NAME OF BENEFICIAL OWNER SHARES OF CLASS SHARES OF CLASS SHARES OF CLASS
- ------------------------ --------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Welsh, Carson, Anderson
& Stowe ("WCAS")(2).... 7,092,124(3) 60.7% 2,084,012(4) 99.5% 9,176,136(3)(4) 66.6%
Bruce K. Anderson(5).... 6,883,941(6) 59.0 2,019,173(7) 96.4 8,903,114(6)(7) 64.7
Frank T. Cary........... 23,332(8) * 0 0 23,332(8) *
Anthony J. de Nicola(5). 6,754,509(9) 57.8 1,979,655(10) 94.5 8,734,164(9)(10) 63.4
George L. McTavish...... 4,999(11) * 0 0 4,999(11) *
Robert A. Minicucci(5).. 6,777,908(9) 58.0 1,987,086(10) 94.9 8,764,994(9)(10) 63.7
Thomas A. Wilson........ 0 0 0 0 0 0
Mark J. Baric........... 134,980 1.2 0 0 134,980 *
Eugene F. Bedell........ 344,938(12) 3.0 0 0 344,938(12) 2.5
Dennis McKinnie......... 7,683(13) * 0 0 7,683(13) *
John F. Ryan............ 11,496 * 0 0 11,496 *
Vivek Wadhwa............ 194,808(14) 1.7 0 0 194,808(14) 1.4
All current directors
and executive officers
as a group (10
persons)............... 7,068,270(15) 60.0 2,028,628 96.9 9,096,898(15) 65.6
</TABLE>
- --------
* Represents less than one percent of the outstanding shares.
(1) Holders of Preferred Stock vote together with the holders of Common Stock
on all matters to be voted upon by the Company's stockholders. Each share
of Preferred Stock is entitled to one vote. The percentages listed under
the heading "Percent of Class" are calculated based on the number of
shares of Common Stock and Preferred Stock outstanding at December 31,
1996.
(2) The address of WCAS is 320 Park Avenue, Suite 2500, New York, New York
10022.
(3) Includes 6,305,132 shares held by Welsh, Carson, Anderson and Stowe VI,
L.P. ("WCAS VI"); 74,446 shares held by WCAS Information Partners II,
L.P. ("WCAS Information Partners"); 446,189 shares held by WCAS Capital
Partners II, L.P. ("WCAS II"); and 266,357 shares held by general
partners of WCAS. WCAS is general partner of each of the foregoing
limited partnerships. The principals of WCAS are Bruce K. Anderson,
Russell L. Carson, Anthony J. de Nicola, James B. Hoover, Thomas E.
McInerney, Robert A. Minicucci, Andrew M. Paul, Richard A. Stowe, Laura
Van Buren and Patrick J. Welsh.
(4) Includes 1,978,643 shares held by WCAS VI; 23,643 shares held by WCAS
Information Partners and 81,726 shares held by the general partners of
WCAS named in Note (3).
(5) The indicated person is a general partner of WCAS and certain WCAS
affiliates (collectively, the "WCAS Group"). As such, he may be deemed
the beneficial owner of some of the Shares that may be deemed
beneficially owned by the WCAS Group as described in Notes (3) and (4).
The indicated person disclaims such beneficial ownership except to the
extent of his direct partnership interests in the WCAS Group. His address
is the same as the address listed for WCAS in Note (2).
(6) Includes the shares held by WCAS VI, WCAS Information Partners and WCAS
II described in Note (3).
(7) Includes the shares held by WCAS VI and WCAS Information Partners
described in Note (4).
(8) Includes 8,332 shares subject to options exercisable on or before March
1, 1997.
(9) Includes the shares held by WCAS VI and WCAS II described in Note (3).
(10) Includes the shares held by WCAS VI described in Note (4).
(11) Consists of 4,999 shares subject to options exercisable on or before
March 1, 1997.
(12) Includes 1,150 shares held by Mr. Bedell's spouse.
(13) Includes 3,933 shares subject to options exercisable on or before March
1, 1997.
(14) Includes 67,808 shares subject to options exercisable on or before March
1, 1997 and 14,000 shares owned by Mr. Wadhwa's sons, with respect to
which Mr. Wadhwa disclaims beneficial ownership.
(15) Includes 96,568 shares subject to options exercisable on or before March
1, 1997.

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ELECTION OF DIRECTORS
(PROPOSAL ONE)

The Amended and Restated By-laws of the Company provide that the number of
directors shall initially be five, subject to increase by a vote of 80% of the
members of the Board of Directors or a vote of 80% of the voting power of the
stockholders. Effective August 21, 1996, when Mr. Wilson was elected as a
director, the Board of Directors unanimously fixed the number of directors at
seven. Following Mr. Bedell's resignation from the Board in September 1996,
the Company was left with six incumbent directors, all of whom have been
nominated for election at the 1997 Annual Meeting of Stockholders. Management
is in the process of identifying candidates to fill the existing vacancy on
the Board. No specific nominee has been selected and no nominations have been
received from the Company's stockholders. Upon selection of a suitable
nominee, the Board plans to fill the vacancy pursuant to the authority vested
in it by the Delaware General Corporation Law and the Company's Amended and
Restated By-laws.

The Board of Directors has nominated Bruce K. Anderson, Frank T. Cary,
Anthony J. de Nicola, George L. McTavish, Robert A. Minicucci and Thomas A.
Wilson for election as directors at the 1997 Annual Meeting of Stockholders.
All nominees currently are members of the Board of Directors and have
consented to serve as directors if elected. Each of the directors elected at
the 1997 Annual Meeting of Stockholders (and any director subsequently
appointed to fill the existing vacancy) will serve until the 1998 Annual
Meeting of Stockholders and until the election and qualification of his
successor or until his earlier death, resignation or removal.

It is the intention of the persons named as proxies to vote the proxies FOR
the election to the Board of Directors of the six nominees named above, unless
a stockholder directs otherwise. In the event that a vacancy (which is not
anticipated) arises among the nominees prior to the Annual Meeting, the proxy
will be voted for the remaining nominees and may be voted for a substitute
nominee designated by the Board of Directors. The affirmative vote of a
plurality of the votes cast by the holders of Common Stock and the holders of
Preferred Stock, voting together as a single class, will be required to elect
each of the nominees as a director of the Company for the ensuing year.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
NAMED IN THIS PROPOSAL.

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ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS AND DIRECTOR NOMINEES

Set forth below with respect to each nominee is his name, age, principal
occupation and business experience for the past five years and length of
service as a director of the Company.

BRUCE K. ANDERSON
Director since July 1994 Age: 56

Mr. Anderson has been a director of the Company since July 1994 following
the acquisition of a majority interest in the Company by WCAS in June 1994. He
has been a general partner of the sole general partner of WCAS since its
formation in 1979. Prior to 1979, Mr. Anderson served as Executive Vice
President and a director of Automatic Data Processing, Inc. Mr. Anderson also
serves as a director of Decision One, Inc. and several privately held
companies.

FRANK T. CARY
Director since March 1995 Age: 76

Mr. Cary has served as a director of the Company since March 1995. He is the
retired Chairman of the Board of IBM. He served as IBM's Chief Executive
Officer from 1973 to 1981 and as a member of IBM's Board of Directors and its
executive committee until April 1991. Mr. Cary is also a director of AEA
Investors, Inc., Capital Cities/ABC, Inc., Celgene Corporation, Cygnus
Therapeutic Systems, ICOS Corporation, Lexmark International, Inc., ONTOS,
Inc. and SPS Transaction Services, Inc. and serves as a director of several
private companies.

ANTHONY J. DE NICOLA
Director since July 1994 Age: 32

Mr. de Nicola has been a director of the Company since July 1994 following
the acquisition of a majority interest in the Company by WCAS in June 1994. He
joined WCAS in 1994 after having been employed by William Blair & Company
since 1990, specializing in financing middle market buyouts. From 1986 to
1988, Mr. de Nicola was employed in the Mergers and Acquisitions Department of
Goldman, Sachs & Co. From 1988 to 1990, Mr. de Nicola attended The Harvard
University Graduate School of Business Administration, where he earned an
M.B.A. with distinction. He serves on the board of directors of a number of
private companies.

GEORGE L. MCTAVISH
Director since October 1995 Age: 55

Mr. McTavish has been a director of the Company since October 1995. He has
served as Chairman and Chief Executive Officer of Comdata Holdings Corporation
("Comdata") since March 1992 and as a director of Comdata since 1987. Before
taking the above positions with Comdata, Mr. McTavish served as Chairman and
Chief Executive Officer of Hogan Systems, Inc. Prior to that, he served as
Executive Vice President and Chief Operating Officer of SEI Corporation. Mr.
McTavish is also a member of the Board of Directors of Broadway & Seymour,
Inc. and serves on the board of two charitable organizations.

ROBERT A. MINICUCCI
Director since July 1994 Age: 44

Mr. Minicucci has served as Chairman of the Board of Directors of the
Company since July 1994 following the acquisition of a majority interest in
the Company by WCAS in June 1994. Mr. Minicucci has been a general partner of
WCAS since 1993. From 1992 to 1993, he served as Senior Vice President and
Chief Financial Officer of First Data Corporation and from 1991 to 1992 as
Senior Vice President and Treasurer of the American Express Company. From 1988
to 1991, he served as Managing Director of Lehman Brothers, where he began his
career in 1979. Mr. Minicucci serves on the boards of directors of several
private companies.

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THOMAS A. WILSON
Director since August 1996 Age: 57

Mr. Wilson has served as President and Chief Executive Officer and as a
director of the Company since August 1996. He served as President and Chief
Operating Officer of Liveworks, a video conferencing company, from 1993 to
August 1996 and as President and Chief Operating Officer of Viewstar
Corporation, a client/server software company, from 1992 to 1993. Prior to
1992, he was employed by Oracle Corporation, a relational database company, as
Vice President and General Manager, Federal Division (1990-1992) and as Group
Vice President, OEM Sales (1989-1990).

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors is responsible for the overall affairs of the
Company. To assist the Board of Directors in carrying out this responsibility,
the Board has delegated certain authority to several committees. Information
concerning those committees follows.

Messrs. Anderson, McTavish and Minicucci serve on the Compensation Committee
of the Board of Directors. The Compensation Committee establishes remuneration
levels for officers of the Company, reviews management organization and
development, reviews significant employee benefit programs and establishes and
administers executive compensation programs. The disinterested members of the
Compensation Committee also administer the Company's Stock Option and
Restricted Stock Purchase Plan. The Compensation Committee met seven times
during fiscal 1996.

Messrs. Cary and de Nicola presently serve on the Audit Committee of the
Board of Directors. The Audit Committee recommends to the Board of Directors
the independent public accountants to be selected to audit the Company's
annual financial statements and approves any special assignments given to such
accountants. The Audit Committee also reviews the planned scope of the annual
audit, any changes in accounting principles and the effectiveness and
efficiency of the Company's internal accounting staff. The Audit Committee met
twice during fiscal 1996.

Mr. de Nicola serves on the Finance Committee of the Board of Directors. The
Finance Committee is authorized by the Board to approve significant levels of
borrowing under the Company's credit facility. The Finance Committee did not
meet during fiscal 1996.

The Board of Directors as a whole functions as the nominating committee to
select the nominees for election as directors of the Company. The Board of
Directors will consider nominees recommended by stockholders if submitted to
the Company on or before October 1, 1997. See "Stockholder Proposals for the
1998 Annual Meeting" below.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is comprised of Messrs. Anderson, McTavish and
Minicucci. Mr. Minicucci is the Chairman of the Company's Board of Directors.

On July 15, 1996, WCAS VI executed a Guaranty Agreement with the Company,
pursuant to which WCAS VI guaranteed the Company's borrowings under its $12.5
million credit facility with NationsBank, N.A. As consideration for the
additional financial risk assumed by WCAS VI in executing the guaranty, the
Company issued 75,000 shares of Common Stock to WCAS.

On August 8, 1996, the Company sold 2,094,143 shares of Preferred Stock to
certain WCAS affiliates and other purchasers at a purchase price of $5.969 per
share. The purchase price was equal to the average last sale price of the
Common Stock reported by the Nasdaq Stock Market for the 20 consecutive
trading days commencing July 11, 1996. WCAS VI, of which Messrs. Anderson, de
Nicola and Minicucci are general partners, purchased 1,978,643 shares, and
WCAS Information Partners, of which Mr. Anderson is a general

6
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partner, purchased 23,643 shares. Messrs. Anderson, de Nicola and Minicucci
also purchased 16,887 shares, 1,012 shares and 8,443 shares in their
respective individual capacities. Each share of Preferred Stock may be
converted at the holder's option into one share of Common Stock, subject to
adjustment under certain circumstances, and the holders of Preferred Stock are
entitled to vote together with the holders of Common Stock on all matters to
be voted on by the Company's stockholders.

On December 12, 1996, the Compensation Committee, with Mr. McTavish
abstaining, approved a reduction of the exercise price of the stock options
held by Messrs. Cary and McTavish. Mr. McTavish held a total of 15,000 options
with an exercise price of $14.50 per share that was reduced to $4.75 per
share, which represented the fair market value of the Common Stock on the date
of the repricing. Similarly, Mr. Cary held a total of 10,000 options with an
exercise price of $10.00 per share that was reduced to $4.75 per share and
5,000 options with an exercise price of $14.50 per share that was reduced to
$4.75 per share.

DIRECTOR COMPENSATION

The Board of Directors held six meetings during fiscal 1996. Outside
directors receive an annual retainer of $7,500 per year and $1,000 for each
meeting of the Board of Directors attended. In November 1996, the Company's
outside directors elected to receive their annual retainer and attendance fees
for fiscal 1996 in the form of Common Stock with an equivalent value to be
granted in fiscal 1997. In addition, under the Company's Stock Option Plan for
Non-Employee Directors, directors who are not employed by the Company or
affiliated with WCAS are granted, upon their election to the Board of
Directors, options to purchase 10,000 shares of Common Stock for a price equal
to the fair market value of the shares as of the date of election. The options
vest in one-third increments on each of the first through third anniversaries
of the grant date. No additional amounts are paid by the Company for committee
participation or special assignments. Each of the directors attended at least
80% of the meetings of the directors and committees of which such director was
a member held during the period for which each was elected to serve.

ADDITIONAL INFORMATION

For additional information that should be considered with regard to the
election of directors, see "Executive Compensation," "Stock Performance Graph"
and "Compliance With Section 16(a) of the Securities Exchange Act of 1934"
below.

EXECUTIVE OFFICERS

The Company's current executive officers are listed below, together with
their age, position with the Company and business experience for the past five
years.

THOMAS A. WILSON Age: 57

Mr. Wilson is the President and Chief Executive Officer of the Company.
Please refer to the section of this Proxy Statement entitled "Additional
Information Concerning the Board of Directors and Director Nominees" for
additional information regarding Mr. Wilson's experience.

VIVEK WADHWA Age: 38

Mr. Wadhwa has been with the Company since its founding in March 1990 and
from March 1990 through November 1993 served as the Company's Vice President
and Chief Technical Officer. In December 1993, he was promoted to Executive
Vice President, Chief Technical Officer. From 1986 to 1990, he was employed by
CSFB, where he was Vice President from September 1988 to March 1990 and
responsible for the development of the Seer*HPS software tools. Mr. Wadhwa
obtained his B.A. in Computing Studies from Canberra University of Australia
and his M.B.A. from New York University.

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<PAGE>

STEVEN DMISZEWICKI Age: 34

Mr. Dmiszewicki has served as Senior Vice President and Chief Financial
Officer of the Company since October 1996. From July 1996 to October 1996, he
was employed by Healthpoint G.P. as Vice President, Chief Financial and
Administrative Officer. From February 1996 until he left the Company to join
Healthpoint, Mr. Dmiszewicki served the Company as Vice President and Chief
Financial Officer. From January 1993 until February 1996, Mr. Dmiszewicki
served as the Company's Vice President--Finance, and from August 1990 until
January 1993, he was employed as the Company's Corporate Controller. From
August 1989 until August 1990, Mr. Dmiszewicki was employed by the investment
bank Kleinwort Benson, Inc. as Assistant Vice President--Banking. During the
period from March 1987 until August 1989, Mr. Dmiszewicki served as Treasurer
of the investment bank Baring Brothers, Inc. Mr. Dmiszewicki, a Certified
Public Accountant, obtained his B.S. in Business Administration from Bucknell
University.

MICHAEL A. REIFF

Age: 42
Mr. Reiff has served as the Company's Senior Vice President, Worldwide
Marketing since January 3, 1997. From 1995 to 1997, he served as a principal
of Compact Vending Corporation, a full-service vending company. He served as
Vice President of Marketing of Amdahl Corporation, which designs and sells
mainframe hardware and application development software, from 1993 to 1994.
Mr. Reiff was also employed as Vice President, Pacific Rim Operations, of
TeraData Corporation, a computer manufacturer, and as President of ShareBase
Technology, a TeraData subsidiary, from 1991 until its acquisition in 1992.

DENNIS MCKINNIE Age: 40

Mr. McKinnie joined the Company as Vice President and General Counsel in
November 1994. He has also served as Corporate Secretary of the Company since
February 1996 and as Assistant Secretary prior thereto. From September 1989 to
October 1994, he was associated with the Atlanta, Georgia law firm of Powell,
Goldstein, Frazer & Murphy, where he was a member of that firm's Technology
Litigation Group. Prior to becoming associated with Powell, Goldstein, he was
Staff Counsel to the Supreme Court of the United States. During his 12 years
of law practice, he also clerked for the Alabama Supreme Court and the United
States Court of Appeals for the Eleventh Circuit. Mr. McKinnie holds a B.A.
from Union University and a J.D. from the Cumberland School of Law of Samford
University.

EXECUTIVE COMPENSATION

The following summary compensation table sets forth the compensation earned
by the Company's current Chief Executive Officer, its prior Chief Executive
Officer, the two other executive officers serving at the end of fiscal 1996
whose salary and bonus exceeded $100,000 for services rendered to the Company
during fiscal 1996 and the two most highly compensated former executive
officers who left the Company during fiscal 1996 but earned over $100,000 in
salary and bonus for that year. The table reflects compensation earned for
each of the last three years or for such shorter period of service as an
executive officer as is reflected below.

8
<PAGE>

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- --------------------- -------
OTHER
ANNUAL RESTRICTED SECURITIES
NAME AND PRINCIPAL FISCAL COMPEN- STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS SATION(1) AWARD(S) OPTIONS PAYOUTS COMPENSATION
------------------ ------ -------- -------- --------- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas A. Wilson 1996 $ 23,341 $ 0 $125,000(2) $ 0 400,000 $0 $ 0
President, Chief
Executive Officer and
Director (August 1996
to present)
Eugene F. Bedell 1996 $183,333 $ 0 $ 0 $ 0 0 $ 0 $16,667(4)
Former President, 1995 $200,000 $275,000 $ 0 $ 0 430,000(5) $ 0 $ 288(6)
Chief Executive Officer 1994 $200,000 $250,000 $ 0 $ 0 0 $ 0 $ 288(6)
and Director(3)
Vivek Wadhwa 1996 $168,750 $ 0 $ 0 $ 0 0 $ 0 $ 0
Executive Vice 1995 $150,000 $225,000 $ 0 $ 0 380,000 $ 0 $ 66(6)
President, Chief 1994 $150,000 $200,000 $ 0 $ 0 0 $ 0 $ 66(6)
Technical Officer
Dennis McKinnie 1996 $127,500 $ 0 $ 0 $ 0 2,000 $ 0 $ 0
Vice President and 1995 $120,000 $ 30,000 $ 0 $ 0 10,000 $ 0 $ 0
General Counsel
Mark J. Baric 1996 $151,979 $ 0 $ 0 $ 0 0 $ 0 $ 0
Former Executive 1995 $150,000 $225,000 $ 0 $ 0 300,000 $ 0 $ 66(6)
Vice President(7) 1994 $150,000 $200,000 $ 0 $ 0 0 $ 0 $ 66(6)
John F. Ryan 1996 $161,250 $ 0 $ 0 $ 0 20,000(9) $ 0 $ 0
Former Executive 1995 $135,000 $225,000 $ 97,527(10) $ 0 60,000 $ 0 $ 66(6)
Vice President, Sales 1994 $132,500(11) $160,000 $ 0 $ 0 0 $ 0 $ 66(6)
and Services--Americas
and EMEA(8)
</TABLE>
- --------
(1) Except as noted in Notes (1) and (10) below, the indicated amounts do not
reflect non-cash compensation in the form of personal benefits provided
by the Company that may have value to the recipient. Although such
compensation cannot be determined precisely, the Company has concluded
that except as noted in Notes (1) and (10) below, the aggregate value of
such benefits awarded to any named executive officer did not exceed the
lesser of $50,000 or 10% of his salary and bonus for any fiscal year to
which such benefits pertain.
(2) Reflects a moving allowance granted to reimburse Mr. Wilson for expenses
incurred in connection with his relocation to the Cary, North Carolina
area.
(3) Mr. Bedell resigned as President and Chief Executive Officer of the
Company in August 1996 and as a director of the Company in November 1996.
(4) Reflects severance payments paid in fiscal 1996.
(5) Does not include 5,000 shares subject to options awarded to Mr. Bedell's
spouse, as to which beneficial ownership was disclaimed.
(6) Represents imputed income to the named executive for life insurance
coverage in excess of a base amount of $50,000 in coverage.
(7) Mr. Baric resigned as Executive Vice President of the Company in August
1996.
(8) Mr. Ryan resigned as Executive Vice President, Sales and Services--
Americas and EMEA in September 1996.
(9) Represents 20,000 options granted on May 2, 1996 to replace the same
number of options cancelled in connection with the repricing of certain
outstanding options on that date. All of the indicated options expired
following Mr. Ryan's resignation in September 1996.
(10) Represents an overseas housing allowance in the amount of $82,215 and an
overseas car allowance in the amount of $15,312.
(11) During fiscal 1994, Mr. Ryan received a salary increase from $125,000 to
$135,000. The figure shown reflects earnings for fiscal 1994.

9
<PAGE>

The following table sets forth information regarding each grant of stock
options to each of the named executives during fiscal 1996. The Company did
not award any stock appreciation rights ("SARs") during fiscal 1996.

OPTION GRANTS IN FISCAL 1996

INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATES
SECURITIES TOTAL OPTIONS OF APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------------
NAME GRANTED FISCAL YEAR(1) ($/SHARE) DATE 5% ($) 10% ($)
- ---- ---------- ------------- -------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Wilson.............. 300,000(3) 32.6% $ 5.50 8/21/06 $ 2,687,676 $ 4,279,675
100,000(3) 10.9 18.00 8/21/06 895,892 1,426,558
Mr. Bedell.............. 0 0 -- -- 0 0
Mr. Wadhwa.............. 0 0 -- -- 0 0
Mr. McKinnie............ 2,000(4) * 6.38 5/2/06 20,785 33,096
Mr. Baric............... 0 0 -- -- 0 0
Mr. Ryan................ 20,000(5) 2.2 6.38 12/6/05 203,631 317,975
</TABLE>
- --------
* Represents less than one percent of the options granted in fiscal 1996.
(1) Calculated using a denominator of 921,000 options, 185,550 of which were
granted to replace options cancelled in connection with the May 2, 1996,
repricing of certain of the Company's then outstanding options. The
Company granted 735,450 options in fiscal 1996 that were not connected
with the repricing.
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the market price of the Common Stock.
(3) Of the indicated options, 25% will vest on September 30, 1997 so long as
Mr. Wilson is employed by the Company on that date. Thereafter, the
options will vest annually in three additional 25% increments. In the
event of a change of control of the Company prior to September 30, 1997, a
minimum of 50% of the options will vest. The Company is required to
withhold from the shares issued upon exercise a number of shares
sufficient to satisfy applicable withholding tax obligations.
(4) The indicated options vest in annual increments of 20% commencing on
October 1, 1996. If WCAS or its affiliates dispose of more than 50% of
their shares of Common Stock, the options become fully exercisable on the
business day immediately preceding the transaction. The Company is
required to withhold from the shares issued upon exercise a number of
shares sufficient to satisfy applicable withholding tax obligations.
(5) Granted on May 2, 1996 to replace options to purchase the same number of
shares that were cancelled in connection with the option repricing on that
date. The options were to vest in full on December 6, 2005, subject to
accelerated vesting upon the Company's achievement of certain earnings
objectives for fiscal 1996 and 1997. If WCAS or its affiliates were to
dispose of more than 50% of their shares for at least $13.50 per share,
the options would become fully exercisable on the business day immediately
preceding the transaction. The Company was required to withhold from the
shares issued upon exercise a number of shares sufficient to satisfy
applicable withholding tax obligations. Although a maximum of an
additional 32.55% of the options could vest on October 1, 1996 and 43.94%
could vest on October 1, 1997, the options expired following Mr. Ryan's
resignation from the Company in September 1996.

10
<PAGE>

The following table sets forth information concerning the options exercised
during fiscal 1996 and held at September 30, 1996 by the named executives.

FISCAL 1996 YEAR-END OPTION HOLDINGS AND VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS AT SEPTEMBER 30, 1996 OPTIONS AT SEPTEMBER 30, 1996(2)
ON VALUE ----------------------------- --------------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ---------- ----------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Wilson.............. 0 $ 0 0 400,000 $ 0 $ 150,000
Mr. Bedell.............. 27,500 187,750 0 75,000 0 243,750
Mr. Wadhwa.............. 5,000 41,250 67,808 307,192 186,472 844,778
Mr. McKinnie............ 0 0 3,933 8,067 9,716 17,784
Mr. Baric............... 57,480 193,570 0 0 0 0
Mr. Ryan................ 0 0 11,496 0 31,614 0
</TABLE>
- --------
(1) Calculated by subtracting the exercise price ($3.25) from the closing
price of the Company's Common Stock as reported by the Nasdaq Stock Market
on the date of exercise and multiplying the difference by the number of
shares underlying each option.
(2) Calculated by subtracting the exercise price from $6.00, the closing price
of the Company's Common Stock as reported by the Nasdaq Stock Market on
September 30, 1996, and multiplying the difference by the number of shares
underlying each option.

EMPLOYMENT AGREEMENT

Pursuant to a letter agreement dated August 8, 1996, Mr. Wilson is entitled
to receive an annual salary of $280,000, subject to review annually by the
Compensation Committee. In addition, at the end of each fiscal year, he will
receive incentive compensation equal to 50% to 100% of his annual salary, with
a minimum bonus of $140,000 for fiscal 1997 and payment thereafter to be
determined by the Compensation Committee based on the Company's achievement of
its annual operating plan. Mr. Wilson also received stock options with the
terms described above in the table entitled, "Option Grants in Fiscal 1996"
and up to $125,000 in reimbursement for moving expenses. In the event of
termination of his employment, Mr. Wilson will receive his annual salary for a
period of 12 months following the effective date of termination.

SEVERANCE AGREEMENTS

Pursuant to the terms of a Severance Agreement dated August 31, 1996 between
the Company and its former President and Chief Executive Officer, Eugene F.
Bedell, Mr. Bedell is entitled to receive his regular salary of $16,667 per
month for a one-year term commencing on August 31, 1996, the effective date of
his resignation. All benefits except for vacation and disability insurance
will continue for the same period of time or until such earlier date as Mr.
Bedell becomes employed on a full-time basis. Mr. Bedell agreed to provide
consulting services to the Company after his resignation, and as consideration
for such services, the Company amended the terms of his outstanding stock
options to provide for the accelerated vesting of options to purchase 75,000
shares of Common Stock, with a maximum of 25,000 options vesting on each of
February 15, 1997; August 15, 1997; and February 15, 1998, with the actual
number of shares vesting on the indicated dates to be determined by the
Compensation Committee in its sole discretion. The Committee has determined
that none of the options scheduled to vest on February 15, 1997 will vest on
that date. The Agreement prohibits Mr. Bedell from disclosing trade secrets or
confidential information regarding the Company, soliciting the Company's
employees or entering into an employment, consulting or other business
relationship with certain competitors of the Company for a period of 12 months
commencing August 31, 1996. The Agreement also contains a general release of
claims by each party.

11
<PAGE>

Pursuant to the terms of a Severance Agreement dated September 30, 1996
between the Company and its former Executive Vice President, Sales and
Services--Americas and EMEA, John F. Ryan, Mr. Ryan is entitled to receive his
regular salary of $13,438 per month for a six-month term commencing on
September 30, 1996, the effective date of his resignation. All benefits except
for vacation and disability will continue for the same period of time or until
such earlier date as Mr. Ryan becomes employed on a full-time basis.

NON-COMPETITION AGREEMENTS

All executive officers and substantially all of the Company's employee-
stockholders (each, an "Employee-Stockholder") have executed a Non-
Competition, Confidentiality and Invention Assignment Agreement (the "Non-
Competition Agreement").

Each Employee-Stockholder who executed the Non-Competition Agreement agreed,
for the term of employment and for a period of 12 months after the voluntary
termination of employment, not to engage in any business activity that
competes with the Company's financial services applications software or
certain related consulting or training services. An Employee-Stockholder is
prohibited from using or disclosing any confidential information without the
prior consent of the Company. All developments, works of authorship and other
inventions relating to the Company's services and products which an Employee-
Stockholder makes or conceives during his or her employment with the Company
will be the property of the Company.

HISTORICAL INFORMATION REGARDING REPRICING, REPLACEMENT OR
CANCELLATION AND REGRANT OF OPTIONS

The following table sets forth certain information concerning the repricing,
replacement or cancellation and regrant of options held by persons who were
executive officers of the Company at the time such action was taken. The table
reflects all repricings, replacements and cancellations and regrants of
options that have occurred since the Company became a reporting company under
Section 13 of the Securities Exchange Act of 1934 in 1995.

<TABLE>
<CAPTION>
LENGTH OF
NUMBER ORIGINAL OPTION
OF MARKET PRICE EXERCISE TERM REMAINING
OPTIONS OF STOCK AT PRICE AT AT DATE OF
REPRICED TIME OF TIME OF NEW REPRICING OR
OR REPRICING OR REPRICING OR EXERCISE AMENDMENT
NAME DATE AMENDED AMENDMENT AMENDMENT PRICE (IN YEARS)
---- ------ -------- ------------ ------------ -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Eugene F. Bedell -- -0- -- -- -- --
Former Chief Executive
Officer
and President
Vivek Wadhwa -- -0- -- -- -- --
Executive Vice
President, Chief
Technical Officer
Steven Dmiszewicki 5/2/96 2,500(1) $6.38 $14.50 $6.38 8.5
Senior Vice President
and Chief Financial
Officer
Dennis McKinnie -- -0- -- -- -- --
Vice President and
General Counsel
Mark J. Baric -- -0- -- -- -- --
Former Executive Vice
President
John F. Ryan 5/2/96 20,000(2) $6.38 $14.50 $6.38 8.5
Former Executive Vice
President, Sales and
Services--
Americas and EMEA
</TABLE>
- --------
(1) The indicated options expired following Mr. Dmiszewicki's resignation in
July 1996.
(2) The indicated options expired following Mr. Ryan's resignation in
September 1996.

12
<PAGE>

REPORT ON FISCAL 1996 OPTION REPRICINGS

On May 2, 1996, the Compensation Committee of the Board of Directors (the
"Committee") approved a reduction of the exercise price of all outstanding
employee stock options with an exercise price above $7.00 per share. The
exercise prices of such options were reduced from either $14.50 or $10.00 to
$6.38 per share, which was the fair market value of a share of Common Stock on
that date. The Committee also extended the expiration date of the options by
one year. All other terms of the options remained as they were prior to the
repricing. The repricing affected a total of 185,550 options held by 71
optionees.

The Committee approved the repricing because its members believe that equity
interests are a significant factor in the Company's ability to attract and
retain key employees that are critical to the Company's long-range success.
After the Company's initial public offering of its Common Stock at $18.00 per
share in June 1995, the market value of the Common Stock steadily fell to a
market price of $6.38 per share by May 1996. In view of the number of
underwater options that were held by the Company's employees at that time, the
Committee believed that the Company's ability to retain existing employees and
to attract talented individuals in the future was in jeopardy. Consequently,
the Committee approved the repricing to ensure that all optionees would
continue to have a meaningful equity investment in the Company.

SUBMITTED BY THE MEMBERS OF THE COMPENSATION COMMITTEE

Bruce K. Anderson
George L. McTavish
Robert A. Minicucci

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

This report by the Compensation Committee of the Board of Directors
discusses the Committee's compensation objectives and policies applicable to
the Company's executive officers. The report reviews the Committee's policy
generally with respect to the compensation of all executive officers as a
group for fiscal 1996 and specifically reviews the compensation established
for the Company's current and former Chief Executive Officers as reported in
the Summary Compensation Table. The Committee is composed entirely of non-
employee directors of the Company.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION

The Compensation Committee of the Board of Directors, consisting entirely of
non-employee directors, approves all policies under which compensation is paid
or awarded to the Company's executive officers. The Committee is composed of
Messrs. Anderson, McTavish and Minicucci.

COMPENSATION PHILOSOPHY

The Company's executive compensation program has three objectives: (1) to
align the interests of the executive officers with the interests of the
Company's stockholders by basing a significant portion of an executive's
compensation on the Company's performance, (2) to attract and retain highly
talented and productive executives, and (3) to provide incentives for superior
performance by the Company's executives. To achieve these objectives, the
Committee has crafted a program that consists of base salary, short-term
incentive compensation in the form of a bonus, and long-term incentive
compensation in the form of stock options. These compensation elements are in
addition to the general benefit programs that are offered to all of the
Company's employees.

13
<PAGE>

Each year, the Committee reviews the Company's executive compensation
program. In its review, the Committee studies the compensation packages for
executives of a peer group of the Company's most direct publicly held
competitors for executive talent, assesses the competitiveness of the
Company's executive compensation program and reviews the Company's financial
performance for the previous fiscal year. The Committee also gauges the
success of the compensation program in achieving its objectives in the
previous year and considers the Company's overall performance objectives.

Each element of the Company's executive compensation program is discussed
below.

BASE SALARIES

The Committee annually reviews the base salaries of the Company's executive
officers. The base salaries for the Company's executive officers for fiscal
1996 were established by the Committee at the beginning of that fiscal year.
In addition to considering the factors listed in the foregoing section that
support the Company's executive compensation program generally, the Committee
reviews the responsibilities of the specific executive position and the
experience and knowledge of the individual in that position. The Committee
also measures individual performance based upon a number of factors, including
a measurement of the Company's historic and recent financial performance and
the individual's contribution to that performance, the individual's
performance on non-financial goals and other contributions of the individual
to the Company's success, and gives each of these factors relatively equal
weight without confining its analysis to a rigorous formula. As is typical of
most corporations, the actual payment of base salary is not conditioned upon
the achievement of any predetermined performance targets.

INCENTIVE COMPENSATION

Bonuses established for executive officers are intended to motivate the
individual to work hard to achieve the Company's financial and operational
performance goals or to otherwise motivate the individual to aim for a high
level of achievement on behalf of the Company in the coming year. The
Committee does not have a formula for determining bonus payments, but
establishes general target bonus levels for executive officers at the
beginning of the fiscal year based in relatively equal measures upon the
Committee's subjective assessment of the Company's projected revenues and
other operational and individual performance factors and may adjust these
targets during the year. The Committee did not award any bonuses to its
executive officers for fiscal 1996. The Committee's decision was based on the
Company's financial performance in fiscal 1996.

LONG-TERM INCENTIVE COMPENSATION

The Company's long-term incentive compensation plan for its executive
officers is based upon the Company's Stock Option and Restricted Stock
Purchase Plan. The Committee believes that placing a portion of executives'
total compensation in the form of stock options achieves three objectives. It
aligns the interest of the Company's executives directly with those of the
Company's stockholders, gives executives a significant long-term interest in
the Company's success and helps the Company retain key executives. Vesting is
generally linked directly to the revenue performance of the Company, although
some options vest in annual increments without other conditions. In
determining the number and terms of options to grant an executive, the
Committee primarily considers the executive's past performance and the degree
to which an incentive for long-term performance would benefit the Company.

BENEFITS

The Committee believes the Company must offer a competitive benefits program
to attract and retain key executives. The Company provides the same medical
and other benefits to its executive officers that are generally available to
its other employees. In addition, the Company provides additional supplemental
long-term disability insurance for its President and Chief Executive Officer,
its Chief Financial Officer and its Chief Technical Officer.

14
<PAGE>

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The Company's current Chief Executive Officer receives an annual salary of
$280,000, subject to review annually by the Compensation Committee. In
addition, at the end of each fiscal year, he will receive incentive
compensation equal to 50% to 100% of his annual salary, with a minimum bonus
of $140,000 for fiscal 1997 and payment thereafter to be determined by the
Compensation Committee based on the Company's achievement of its annual
operating plan. Upon his commencement of employment with the Company, Mr.
Wilson received stock options with the terms described in the table entitled,
"Option Grants in Fiscal 1996." In the event of termination of his employment,
Mr. Wilson will receive his annual salary for a period of 12 months following
the effective date of termination. The salary, bonus and stock options awarded
to Mr. Wilson were determined based on the Committee's review of the
compensation packages for chief executive officers of the Company's most
direct publicly held competitors for such officers and its subjective
assessment of Mr. Wilson's experience, knowledge and abilities. Successive
salary adjustments, bonus payments and stock option or other long-term
incentive compensation will be determined based on the same elements and
measures of performance as is the compensation for the Company's other
executive officers.

The Committee approved a base salary for its former Chief Executive Officer,
Mr. Bedell, for fiscal 1996 of $200,000 based on the same factors as were the
base salaries of the other executive officers. There was no increase in Mr.
Bedell's salary over the previous year. In structuring Mr. Bedell's
compensation, the Committee considered the alignment of his compensation
package with the financial performance of the Company to be essential. Based
on the Company's financial and operational performance over the past year,
measured as described under "Incentive Compensation" above, the Committee did
not grant an incentive bonus to Mr. Bedell for fiscal 1996. As a part of Mr.
Bedell's severance agreement, the Committee approved an amendment to the terms
of his outstanding stock options to provide for the accelerated vesting of
options to purchase 75,000 shares of Common Stock, with a maximum of 25,000
options vesting on each of February 15, 1997; August 15, 1997; and February
15, 1998, with the actual number of shares vesting on the indicated dates to
be determined by the Committee in its sole discretion. After considering the
Company's results of operations for fiscal 1996 and the first quarter of
fiscal 1997, as well as the degree to which vesting the initial increment of
options would benefit the Company, the Committee has determined that none of
the options scheduled to vest on February 15, 1997 will vest on that date.

SECTION 162(M) OF THE INTERNAL REVENUE CODE

It is the responsibility of the Committee to address the issues raised by
Section 162(m) of the Internal Revenue Code, as amended (the "Code"). The
revisions to this Code section made certain non-performance based compensation
in excess of $1,000,000 to executives of public companies non-deductible to
the companies beginning in 1994. The Committee has reviewed these issues and
has determined that no portion of compensation payable to any executive
officer for fiscal 1996 is non-deductible. The Committee recommends, however,
that the Company's Stock Option and Restricted Stock Plan be amended to limit
to 500,000 the number of options or shares that may be awarded to any
individual in a single year under that plan. See Proposal 3.

Submitted by: THE COMPENSATION COMMITTEE

Bruce K. Anderson
George L. McTavish
Robert A. Minicucci

15
<PAGE>

STOCK PERFORMANCE GRAPH

The following graph indicates the Company's cumulative total return to
stockholders from June 30, 1995 (the first trading day of the Company's Common
Stock), through September 30, 1996, as compared to cumulative total returns for
the Nasdaq Stock Market (U.S.) index and a peer group of companies consisting of
Gupta Corporation, Informix Corporation, Intersolv Corporation, Oracle
Corporation and Sybase, Inc.

[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG PEER TECHNOLOGIES, INC., NASDAQ INDEX AND PEER INDEX

<CAPTION>
Measurement period Peer NASDAQ Peer Group
(Fiscal Year Covered) Technologies, Inc. Index Index
- --------------------- ------------------ -------- ----------
<S> <C> <C> <C>
Measurement PT -
06/30/95 $100.00 $100.00 $100.00

FYE 09/29/95 $ 72.89 $109.69 $105.07
FYE 06/30/96 $ 28.92 $141.62 $ 87.17

</TABLE>

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, and
regulations of the Securities and Exchange Commission thereunder require the
Company's directors and executive officers and persons who own more than 10%
of the Company's Common Stock, as well as certain affiliates of such persons,
to file initial reports of their ownership of the Company's Common Stock and
subsequent reports of changes in such ownership with the Securities and
Exchange Commission. Directors, executive officers and persons owning more
than 10% of the Company's Common Stock are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all Section 16(a)
reports they file. Based solely on its review of the copies of such reports
received by it and written representations that no other reports were required
for those persons, management believes that, except for three late reports,
each covering one transaction, filed by Mr. McKinnie, the Company's directors,
executive officers and owners of more than 10% of the its Common Stock
complied with all filing requirements in a timely manner during fiscal 1996
and the first quarter of fiscal 1997.

16
<PAGE>

PROPOSAL 2: AMENDMENT OF THE STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
THEREUNDER

GENERAL

The Board of Directors has approved and recommends that the stockholders
approve an amendment to the Company's Stock Option and Restricted Stock
Purchase Plan (the "Plan") to increase the number of shares of Common Stock
authorized for issuance thereunder from 2,400,000 to 2,900,000. The text of
the proposed amendment is attached as Appendix A.

The Company has reserved 2,400,000 shares of Common Stock for issuance under
the Plan. As of December 31, 1996, 2,171,941 shares were subject to
outstanding options under the Plan. The Plan provides for grants of options
and awards of restricted stock for the purpose of attracting and motivating
key employees and directors of the Company. All of the Company's employees,
officers and directors are eligible for awards under the Plan. The Plan is
administered by the disinterested members of the Compensation Committee and
permits the grant of both incentive and non-qualified stock options under the
Code and of restricted stock that may be purchased and held subject to vesting
provisions and other restrictions. The disinterested members of the
Compensation Committee determine which individuals will be granted options or
restricted stock, the number of such securities to be granted and other terms
and conditions applicable to the grants. The Plan requires the Company to
deduct from the shares of Common Stock issuable upon exercise of a non-
qualified stock option or the purchase of restricted stock shares of Common
Stock with a fair market value equal to the participant's withholding tax
liability. In the event of a change in control of the Company, holders of
options will be entitled to receive the same consideration to which they would
be entitled as stockholders had they exercised their options immediately prior
to the change of control. Alternatively, the Board may, to the extent
permitted by law, pay each holder of an option cash in an amount equal to the
difference between the value of the consideration to be paid to the Company's
stockholders (on a per share basis) and the exercise price of the option,
multiplied by the number of shares of Common Stock vested under the terms of
the option. If an option holder ceases to be an employee of the Company, the
holder's right to exercise vested incentive stock options terminates after one
month. If the holder's termination is by reason of disability or death, the
holder (or his or her estate) has 12 months to exercise any vested incentive
stock options. Termination provisions of non-qualified stock options are
established by the disinterested members of the Committee and are typically
identical to those of incentive stock options. Restricted stock remains
subject to forfeiture in the event the vesting conditions attached to such
stock are not met.

17
<PAGE>

OPTIONS GRANTED UNDER THE PLAN

The following table sets forth the number of vested and unvested options and
shares of restricted stock granted under the Plan, net of exercises, to the
persons and groups listed below as of December 31, 1996. No persons other than
those listed below have received five percent or more of the options granted
under the Plan. The fair market value of the Common Stock on December 31, 1996
was $3.25 per share, representing the closing price of the Common Stock
reported by the Nasdaq Stock Market on that date.

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
SUBJECT TO OF RESTRICTED STOCK
NAME OPTIONS GRANTED GRANTED
---- ---------------- -------------------
<S> <C> <C>
Mr. Wilson................................ 400,000 0
Mr. Bedell................................ 75,000 0
Mr. Wadhwa................................ 375,000 0
Mr. McKinnie.............................. 52,500 2,500
Mr. Baric................................. 0 0
Mr. Ryan.................................. 0
Mr. Anderson.............................. 0 0
Mr. Cary.................................. 5,000 0
Mr. de Nicola............................. 0 0
Mr. McTavish.............................. 5,000 0
Mr. Minicucci............................. 0 0
All current executive officers as a group. 1,027,500 2,500
All current directors who are not
executive officers as a group............. 10,000 0
All employees, including all current
officers who are not executive officers,
as a group............................... 2,161,941 0
</TABLE>

FEDERAL INCOME TAX CONSEQUENCES

Incentive Stock Options. An optionee will not recognize income upon the
grant or exercise of an incentive stock option. Instead, the optionee will be
taxed at the time he or she sells the stock purchased pursuant to the option.
The optionee will be taxed on the difference between the price he or she paid
for the stock and the amount for which he or she sells the stock. If the
optionee does not sell the stock within two years from the date of grant of
the option and one year from the date the stock is transferred to the
optionee, the gain will be capital gain, and the Company will not be entitled
to a deduction. If the optionee sells the stock at a gain prior to that time,
the difference between the amount the optionee paid for the stock and the
lesser of the fair market value on the date of exercise or the amount for
which the stock is sold will be taxed as ordinary income and the Company will
be entitled to a corresponding deduction; if the stock is sold for an amount
in excess of the fair market value on the date of exercise, the excess amount
will be taxed as capital gain. If the optionee sells the stock for less than
the amount he or she paid for it prior to the expiration of the one- or two-
year periods indicated, no amount will be taxed as ordinary income and the
loss will be taxed as a capital loss. Exercise of an incentive stock option
may subject an optionee to, or increase an optionee's liability for, the
alternative minimum tax.

Non-Qualified Stock Options. An optionee will not recognize income upon the
grant of a non-qualified stock option under the Plan or at any time prior to
the exercise of the option or a portion thereof. Generally, at the time the
optionee exercises a non-qualified option or portion thereof, the optionee
will recognize compensation taxable as ordinary income in an amount equal to
the excess of the fair market value of the underlying stock on the date the
option is exercised over the option price of the stock and the Company will
then be entitled to a corresponding deduction. At that time, the Company will
be subject to income tax withholding requirements and will have the right to
require an optionee who is or was an employee of the Company to remit in cash
to the Company an amount sufficient to satisfy any federal, state and local
tax requirements prior to the delivery of any certificate or certificates for
such shares of stock.

18
<PAGE>

A subsequent taxable disposition of the stock acquired upon exercise of an
option and held as a capital asset will result in a capital gain or loss
measured by the difference between the fair market value of the stock on the
date of the option exercise and the amount realized on later disposition.

Restricted Stock. Plan participants will not be taxed upon the grant of a
restricted stock award if such award is not transferable by the recipient or
is subject to a "substantial risk of forfeiture," as defined in the Code.
However, when the shares of Common Stock that are subject to the stock award
become transferable by the recipient and are no longer subject to a
substantial risk of forfeiture, the recipient will recognize compensation
taxable as ordinary income in an amount equal to the fair market value of the
Common Stock subjects to the award, less any amount paid for such stock, and
the Company will then be entitled to a corresponding deduction. However, if
the recipient so elects at the time of receipt of an award that is subject to
a substantial risk of forfeiture, he or she may include the fair market value
of the stock subject to the award, less any amount paid for such stock, in
income at the time of grant and the Company will also be entitled to a
corresponding deduction as that time.

THE FOREGOING IS A SUMMARY DISCUSSION OF CERTAIN FEDERAL INCOME TAX
CONSEQUENCES TO OPTIONEES UNDER THE CODE AND SHOULD NOT BE CONSTRUED AS LEGAL,
TAX OR INVESTMENT ADVICE. ALL OPTIONEES SHOULD CONSULT THEIR OWN TAX ADVISORS
AS TO THE SPECIFIC TAX CONSEQUENCES APPLICABLE TO THEM, INCLUDING FEDERAL,
STATE, LOCAL AND FOREIGN TAX LAWS.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
PROPOSED AMENDMENT TO THE PLAN.

19
<PAGE>

PROPOSAL 3: AMENDMENT OF THE STOCK OPTION AND RESTRICTED
STOCK PURCHASE PLAN TO LIMIT INDIVIDUAL ANNUAL AWARDS THEREUNDER

The Board of Directors has approved and recommends that stockholders approve
an amendment to the Company's Stock Option and Restricted Stock Purchase Plan
to limit to 500,000 the number of shares that may be subject to options or
restricted stock awarded to any individual thereunder in a given fiscal year.
The text of the proposed amendment is attached as Appendix B.

The Board has adopted the proposed amendment in response to the requirements
of Section 162(m) of the Code, which places a $1,000,000 ceiling on the
deductibility to the Company of non-performance based compensation paid to its
executive officers. Options granted at fair market value under a plan that has
been approved by the Company's stockholders and is administered by
"disinterested directors" as defined in Section 162(m) of the Code and Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended, is
generally treated as performance-based compensation. In order for this
treatment to continue, the Plan must restrict the number of shares of Common
Stock that may be awarded to any individual under the Plan in any given fiscal
year. The Plan will be deemed to satisfy this requirement prior to the 1997
Annual Meeting of Stockholders. Effective upon the date of such meeting,
however, the Plan must be amended to incorporate this restriction expressly.

The Board of Directors has determined that 500,000 shares represent an
appropriate limit for the number of shares of Common Stock that may be subject
to option grants or restricted stock awards under the Plan for any individual
in any given fiscal year. The Board has therefore adopted, and recommends that
the stockholders approve, the proposed Plan amendment that establishes this
limit.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
PROPOSED AMENDMENT TO THE PLAN.

20
<PAGE>

PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

Unless otherwise directed by the stockholders, proxies will be voted for
ratification of the appointment by the Board of Directors, upon the
recommendation of the Audit Committee, of Coopers & Lybrand, L.L.P. ("Coopers
& Lybrand") as the Company's independent accountants for fiscal 1997. If the
appointment of Coopers & Lybrand is not ratified by the stockholders, the
Audit Committee will reconsider its recommendation. The Company has been
informed that no member of Coopers & Lybrand has any direct or material
indirect financial interest in the Company or any of its subsidiaries. A
representative of the firm will be presented at the Annual Meeting to answer
appropriate questions and to make a statement if he or she desires.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR FISCAL 1997.

21
<PAGE>

STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING

Stockholders wishing to submit a proposal for action at the Company's 1998
Annual Meeting of Stockholders and desiring the proposal to be considered for
inclusion in the Company's proxy materials relating thereto must provide a
written copy of the proposal to the Secretary of the Company at its principal
executive offices not later than October 1, 1997 and must otherwise comply
with the rules of the Securities and Exchange Commission relating to
stockholder proposals.

ANNUAL REPORT

The Company's 1996 Annual Report to Stockholders and a separate report on
the Company's performance in the first quarter of fiscal 1997 are being mailed
to the Company's stockholders with this Proxy Statement. Such materials are
not part of the proxy soliciting materials.

OTHER MATTERS

Management is not aware of any other matters to be considered at the Annual
Meeting other than as set forth in this Proxy Statement. However, if any other
matters properly come before the Annual Meeting, it is the intention of the
persons named in the accompanying form of proxy in their discretion to vote
the proxies in accordance with their judgment of such matters.

By Order of the Board of Directors,

Thomas A. Wilson
President, Chief Executive Officer
and Director

THE COMPANY WILL UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER, FURNISH
WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 1996.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO INVESTOR RELATIONS, SEER
TECHNOLOGIES, INC., 8000 REGENCY PARKWAY, CARY, NORTH CAROLINA 27511.

January 29, 1997

22
<PAGE>

APPENDIX A

SECOND AMENDMENT TO THE
SEER TECHNOLOGIES, INC. STOCK OPTION AND
RESTRICTED STOCK PURCHASE PLAN

THIS SECOND AMENDMENT to the Seer Technologies, Inc. Stock Option and
Restricted Stock Purchase Plan is made this 27th day of January 1997, by SEER
TECHNOLOGIES, INC., a Delaware corporation (hereinafter called the "Company").

W I T N E S S E T H:

WHEREAS, the Company established the Seer Technologies, Inc. Stock Option
and Restricted Stock Purchase Plan (the "Plan"), effective as of September 30,
1994; and

WHEREAS, the Company now desires to amend the Plan to increase the maximum
number of shares of stock that may be issued and sold under the Plan;

NOW, THEREFORE, the Company does hereby amend the Plan, effective
immediately as follows, subject to shareholder approval, by deleting Section
4.1 of the Plan and replacing it with the following:

"4.1 Number of Shares. The total number of shares of Common Stock for which
Options and/or Awards that may be granted under the Plan shall not exceed
in the aggregate 2,900,000 shares of Common Stock (subject to adjustment as
provided in Section 8 hereof)."

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be
executed as of the date first above written.

SEER TECHNOLOGIES, INC.

By: /s/ Thomas A. Wilson
---------------------------------

Title: President and Chief
------------------------------
Executive Officer
ATTEST:

/s/ Dennis McKinnie
- --------------------------------

Title: Secretary
--------------------------

[CORPORATE SEAL]

<PAGE>

APPENDIX B

THIRD AMENDMENT TO THE
SEER TECHNOLOGIES, INC. STOCK OPTION AND
RESTRICTED STOCK PURCHASE PLAN

THIS THIRD AMENDMENT to the Seer Technologies, Inc. Stock Option and
Restricted Stock Purchase Plan is made this 27th day of January 1997, by SEER
TECHNOLOGIES, INC., a Delaware corporation (hereinafter called the "Company").

W I T N E S S E T H:

WHEREAS, the Company established the Seer Technologies, Inc. Stock Option
and Restricted Stock Purchase Plan (the "Plan"), effective as of September 30,
1994; and

WHEREAS, the Company now desires to amend the Plan to limit to 500,000 the
number of shares of Common Stock that may be subject to options or restricted
stock granted to a single individual in any given fiscal year;

NOW, THEREFORE, the Company does hereby amend the Plan, effective
immediately as follows, subject to shareholder approval, by adding the
following as Section 5.2(c) of the Plan:

"During any given fiscal year, no Participant may be granted Options or
Awards for more than a combined total of 500,000 shares of Common Stock."

IN WITNESS WHEREOF, the Company has caused this Third Amendment to be
executed as of the date first above written.

SEER TECHNOLOGIES, INC.

By: /s/ Thomas A. Wilson
----------------------------------
Title: President and Chief
Executive Officer
-------------------------------

ATTEST:

/s/ Dennis McKinnie
- -------------------------------------
Title: Secretary
-------------------------------
[CORPORATE SEAL]

<PAGE>

FRONT OF PROXY CARD
===================

PROXY
SEER TECHNOLOGIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS - FEBRUARY 28, 1997

THOMAS A. WILSON and DENNIS MCKINNIE, or either of them, with full power of
substitution, are hereby appointed proxies to vote all shares (unless a
lesser number is specified on the other side) of common stock of Seer
Technologies, Inc. (the "Company") that the undersigned would be entitled
to vote at the Annual Meeting of Stockholders of the Company to be held on
February 28, 1997 at The Solution Center, 1101 Slater Road, Brighton Hall,
Research Triangle Park, North Carolina 27703, at 10:30 a.m., local time,
and any adjournments thereof, with all powers the undersigned would possess
if personally present, for the election of directors, the approval of two
amendments to the Company's Stock Option and Restricted Stock Purchase Plan
and the ratification of the Company's independent public accountants as
described in the Proxy Statement and in their discretion with respect to
matters incident to the conduct of the meeting and matters as to which the
Board of Directors does not know, as of a reasonable time before the
solicitation of this proxy, are to be presented at the meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE
VOTED FOR EACH OF PROPOSALS 1 THROUGH 4.

(Continued and to be SIGNED on the Reverse Side)
<PAGE>

BACK OF PROXY CARD
==================

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF PROPOSALS 1 THROUGH 4.

Please mark and date the proxy and sign your name
as it appears hereon. If executed by a
corporation, a duly authorized officer must sign
by name and title. Executors, administrators and
trustees must so indicate when signing. If shares
are held jointly, EACH holder must sign.

Dated , 1997
----------------------------------------

---------------------------------------------------

---------------------------------------------------
Signature(s) of Stockholder(s)

No. 1 Proposal to elect Bruce K. Anderson, Frank T. Cary, Anthony J. de Nicola,
George L. McTavish, Robert A. Minicucci and Thomas A. Wilson as directors
of the Company.

For Withheld
(INSTRUCTION: To withhold authority to
[ ] [ ] vote for any individual nominee, write that
nominee's name in the space provided below.)

--------------------------------------------

No. 2 Proposal to approve an amendment to the Company's Stock Option and
Restricted Stock Purchase Plan to increase the number of shares of Common
Stock authorized for issuance thereunder from 2,400,000 to 2,900,000.

For Withheld Abstain

[ ] [ ] [ ]

No. 3 Proposal to approve an amendment to the Company's Stock Option and
Restricted Stock Purchase Plan to limit individual annual awards
thereunder.

For Withheld Abstain

[ ] [ ] [ ]

No. 4 Proposal to ratify the appointment of Coopers & Lybrand, L.L.P. as the
Company's independent public accountants.

For Withheld Abstain

[ ] [ ] [ ]
<PAGE>

FRONT OF PROXY CARD
===================

PROXY
SEER TECHNOLOGIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS - FEBRUARY 28, 1997

THOMAS A. WILSON and DENNIS MCKINNIE, or either of them, with full power of
substitution, are hereby appointed proxies to vote all shares (unless a
lesser number is specified on the other side) of Series A Convertible
Preferred Stock of Seer Technologies, Inc. (the "Company") that the
undersigned would be entitled to vote at the Annual Meeting of Stockholders
of the Company to be held on February 28, 1997 at The Solution Center, 1101
Slater Road, Brighton Hall, Research Triangle Park, North Carolina 27703,
at 10:30 a.m., local time, and any adjournments thereof, with all powers
the undersigned would possess if personally present, for the election of
directors, the approval of two amendments to the Company's Stock Option and
Restricted Stock Purchase Plan and the ratification of the Company's
independent public accountants as described in the Proxy Statement and in
their discretion with respect to matters incident to the conduct of the
meeting and matters as to which the Board of Directors does not know, as of
a reasonable time before the solicitation of this proxy, are to be
presented at the meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE
VOTED FOR EACH OF PROPOSALS 1 THROUGH 4.

(Continued and to be SIGNED on the Reverse Side)
<PAGE>

BACK OF PROXY CARD
==================

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF PROPOSALS 1 THROUGH 4.

Dated , 1997
----------------------------------------

---------------------------------------------------

---------------------------------------------------
Signature(s) of Stockholder(s)

No. 1 Proposal to elect Bruce K. Anderson, Frank T. Cary, Anthony J. de Nicola,
George L. McTavish, Robert A. Minicucci and Thomas A. Wilson as directors
of the Company.
For Withheld
(INSTRUCTION: To withhold authority to vote for
[ ] [ ] any individual nominee, write that nominee's
name in the space provided below.)

-----------------------------------------------

For Against Abstain

[ ] [ ] [ ]

No. 3 Proposal to approve an amendment to the Company's Stock Option and
Restricted Stock Purchase Plan to limit individual annual awards
thereunder.

For Against Abstain

[ ] [ ] [ ]

No. 4 Proposal to ratify the appointment of Coopers & Lybrand, L.L.P. as the
Company's independent public accountants.

For Against Abstain

[ ] [ ] [ ]