<PAGE>
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 [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SEER TECHNOLOGIES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] 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 Statement No.:
--------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO
[LOGO OF SEER TECHNOLOGIES, INC. APPEARS HERE]
SEER TECHNOLOGIES, INC.
8000 Regency Parkway
Cary, North Carolina 27511
January 26, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 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
20, 1998 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 1998, 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.
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,
/s/ Thomas A. Wilson
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 ON FEBRUARY 20, 1998
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 20, 1998, 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 increasing the number of shares of Common Stock subject to awards
under such plan from 2,900,000 to 3,550,000.
3. To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
independent public accountants.
4. 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, 1998 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,
/s/ Dennis McKinnie
Dennis McKinnie
Vice President, General Counsel and
Corporate Secretary
Cary, North Carolina
January 26, 1998
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 20, 1998, 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 26, 1998.
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 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, 1998 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 11,935,773 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 65.8% of the votes entitled to be cast,
will be voted in favor of each of the proposals listed herein.
1
<PAGE>
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, 1997
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, 1998 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.
2
<PAGE>
<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).... 7,092,122(3) 59.4% 2,084,012(4) 99.5 9,176,134(3)(4) 65.4%
Bruce K. Anderson(5).... 6,883,941(6) 57.7 2,019,173(7) 96.4 8,903,114(6)(7) 63.5
Frank T. Cary........... 37,697(8) * 0 0 37,697(8) *
Anthony J. de Nicola(5). 6,754,509(9) 56.6 1,979,655(10) 94.5 8,734,164(9)(10) 62.3
George L. McTavish...... 10,000(11) * 0 0 10,000(11) *
Robert A. Minicucci(5).. 6,331,719(9) 53.0 1,987,086(10) 94.9 8,318,805(9)(10) 59.3
Thomas A. Wilson........ 100,000(12) * 0 0 100,000(12) *
Steven Dmiszewicki...... 33,432(13) * 0 0 33,432(13) *
Dennis McKinnie......... 13,208(14) * 0 0 13,208(14) *
Michael Reiff........... 25,000(15) * 0 0 25,000(15) *
All current directors
and executive officers
as a group (11
persons)............... 7,316,750(16) 60.4 2,028,628 96.9 9,345,378(16) 65.8
</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,
1997.
(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 266,355 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 8,333 shares subject to options exercisable on or before March
1, 1998.
(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 10,000 shares subject to options exercisable on or before
March 1, 1998.
(12)Consists of 100,000 shares subject to options exercisable on or before
March 1, 1998.
(13)Includes 25,000 shares subject to options exercisable on or before March
1, 1998.
(14)Includes 9,458 shares subject to options exercisable on or before March 1,
1998.
(15)Consists of 25,000 shares subject to options exercisable on or before
March 1, 1998.
(16)Includes 183,082 shares subject to options exercisable on or before March
1, 1998.
3
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL ONE)
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 1998 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 1998 Annual Meeting of Stockholders will serve until the 1999 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.
4
<PAGE>
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: 57
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 several privately held companies.
FRANK T. CARY
Director since March 1995 Age: 77
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 Celgene
Corporation, Cygnus Therapeutic Systems, ICOS Corporation, Lexmark
International, Inc., SPS Transaction Services, Inc., Vion Pharmaceuticals,
Inc. and Lincare Holdings, Inc. and serves as a director of several private
companies.
ANTHONY J. DE NICOLA
Director since July 1994 Age: 33
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 1995Age: 56
Mr. McTavish has been a director of the Company since October 1995. He is
currently President and Chief Executive Officer of BenView Capital. He served
as Chairman and Chief Executive Officer of Comdata Holdings Corporation
("Comdata") from March 1992 until November 1997. Prior to his time at 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: 45
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 Alliance
Data Systems, a private label credit card processor; Attachmate Corporation,
which produces software for enterprise/connectivity and remote access; and
Global Knowledge Network, an information technology education and training
company.
5
<PAGE>
THOMAS A. WILSON
Director since August 1996 Age: 58
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. Each director attended over 75% of the
meetings of the Board and of any committees on which he served in fiscal 1997,
except that Mr. Cary attended two-thirds of such meetings.
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 1997.
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 1997.
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 1997.
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 September 24, 1998. See "Stockholder Proposals for
the 1999 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.
None of the members of the Compensation Committee has served as an executive
officer of the Company and no executive officer of the Company has served as a
member of the Compensation Committee of any other entity of which Mr.
Anderson, McTavish or Minicucci has served as an executive officer.
DIRECTOR COMPENSATION
The Board of Directors held seven meetings during fiscal 1997. Outside
directors receive an annual retainer of $7,500 per year and $1,000 for each
meeting of the Board of Directors attended. In fiscal 1997, Mr. Cary
6
<PAGE>
received 4,364 shares of Common Stock in lieu of his annual retainer and
attendance fees. 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.
On December 12, 1996, the Compensation Committee reduced the exercise price
of the 10,000 options granted to each of Messrs. Cary and McTavish from $14.50
per share to $4.75 per share. All other terms of the options remained the
same.
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: 58
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.
STEVEN DMISZEWICKI Age: 35
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. Prior to
that, Mr. Dmiszewicki was employed in various positions in the New York
investment banking community. Mr. Dmiszewicki, a Certified Public Accountant,
obtained his B.S. in Business Administration from Bucknell University.
MICHAEL A. REIFF Age: 43
Mr. Reiff has served as the Company's Senior Vice President, Worldwide
Marketing since January 6, 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.
TED VENEMA Age: 45
Mr. Venema has served as the Company's Senior Vice President and Chief
Technical Officer since May 1997. From 1994 to May 1997, Mr. Venema served as
Chief Technological Officer for the Antares Alliance Group, a software
company. Prior thereto, he served as Director of Development at Software AG
for a period of nine years.
7
<PAGE>
DENNIS MCKINNIE Age: 41
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.
S. CRAIG HUKE Age: 36
Mr. Huke has served as Vice President and Corporate Controller of the
Company since September 1997. From October 1996 until September 1997, Mr. Huke
served as the Company's Corporate Controller and from November 1994 until
October 1996 he served as the Company's Director of Financial Reporting and
Analysis. From September 1992 until November 1994, Mr. Huke served as Director
of Financial Analysis of Legent Corporation, and he served as Assistant
Controller of Goal Systems International from September 1991 until its
acquisition in September 1992.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth the compensation earned
by the Company's current Chief Executive Officer and the three other executive
officers serving at the end of fiscal 1997 whose salary and bonus exceeded
$100,000 for services rendered to the Company during fiscal 1997. 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. For
the principal terms of the options granted during fiscal 1997, see "--Option
Grants in Fiscal 1997."
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 1997 $280,000 $252,000(2) $ 69,215(3) $ 0 0 $ 0 $ 0
President, Chief 1996 $ 23,341 $ 0 $125,000(3) $ 0 400,000 $ 0 $ 0
Executive Officer and
Director
Steven Dmiszewicki 1997 $154,000 $172,000(5) $ 0 $ 0 100,000 $ 0 $ 0
Senior Vice President 1996 $104,583 $ 0 $ 0 $ 0 2,500(6) $ 0 $ 0
and Chief Financial 1995 $113,250 $ 35,000 $ 0 $ 0 20,000(6) $ 0 $ 0
Officer(4)
Dennis McKinnie 1997 $145,000 $ 45,000 $ 0 $16,850(7) 40,500 $ 0 $ 0
Vice President and 1996 $127,500 $ 0 $ 0 $ 0 2,000 $ 0 $ 0
General Counsel 1995 $120,000 $ 30,000 $ 0 $ 0 10,000 $ 0 $ 0
Michael Reiff 1997 $118,867 $156,414(8) $ 47,150(3) $ 0 100,000 $ 0 $ 0
Senior Vice President
of Worldwide
Marketing
</TABLE>
- --------
(1) Except as noted in Note (2) 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 Note (2) 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) Includes $109,000 that was advanced to Mr. Wilson for the purchase of his
home during fiscal 1997 and credited against his fiscal 1997 bonus.
(3) Reflects amounts paid to reimburse the named executive for expenses
incurred in connection with his relocation to the Cary, North Carolina
area.
(4) Mr. Dmiszewicki served as Vice President Finance of the Company from 1993
to February 1996 and as Vice President and Chief Financial Officer of the
Company from February 1996 to June 1996, at which time he left the
Company. He returned to the Company in October 1996 and has since served
as its Senior Vice President and Chief Financial Officer.
(5) Includes a $100,000 bonus granted pursuant to the terms of his employment
agreement. See "Employment Agreements."
(6) The unvested portions of the indicated options were cancelled in July
1996.
(7) Reflects the value of 2,500 shares of restricted stock granted on December
12, 1996 at a purchase price of $.01 per share. The value is calculated
based on the fair market value of the Common Stock on December 12, 1996,
which was $6.75 per share. As of September 30, 1997, Mr. McKinnie held
2,500 shares of restricted stock valued at $11,850, based on the fair
market value of the Common Stock on that date, which was $4.75 per share.
All of Mr. McKinnie's restricted shares vested on December 31, 1997.
(8) Includes a $30,000 bonus granted pursuant to the terms of his employment
agreement. See "Employment Agreements."
9
<PAGE>
The following table sets forth information regarding each grant of stock
options to each of the named executives during fiscal 1997. The Company is
required to withhold from the shares issued upon exercise a number of shares
sufficient to satisfy applicable withholding tax obligations. The Company did
not award any stock appreciation rights ("SARs") during fiscal 1997.
OPTION GRANTS IN FISCAL 1997
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATES
SECURITIES TOTAL OPTIONS OF APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------------
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ---- ---------- ------------- --------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Wilson.............. 0 0.0% $ -- -- $ -- $ --
Mr. Dmiszewicki......... 100,000(1) 11.8% $5.00 10/21/06 $ 814,447 $1,296,871
Mr. McKinnie............ 38,000(2) 4.5% $3.75 11/01/06 $ 232,117 $ 369,608
2,500(3) 0.3% $4.75 12/31/07 $ 19,343 $ 30,801
Mr. Reiff............... 100,000(4) 11.8% $3.75 1/06/07 $610,835 $ 972,653
</TABLE>
- --------
(1) Of the indicated options, 25% vested on October 21, 1997 and the remaining
options will vest annually in three additional 25% increments.
(2) The indicated options vest annually in four 25% increments commencing on
April 15, 1998.
(3) The indicated options vested on December 31, 1997.
(4) The indicated options vest annually in four 25% increments commencing on
January 1, 1998.
The following table sets forth information concerning the options exercised
during fiscal 1997 and held at September 30, 1997 by the named executives.
FISCAL 1997 YEAR-END OPTION HOLDINGS AND VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT SEPTEMBER 30, OPTIONS AT SEPTEMBER 30,
ACQUIRED 1997 1997(1)
ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Wilson.............. 0 $ 0 100,000 300,000 $93,750 $281,250
Mr. Dmiszewicki......... 0 $ 0 0 100,000 $ 0 $175,000
Mr. McKinnie............ 0 $ 0 9,458 43,042 $26,223 $128,517
Mr. Reiff............... 0 $ 0 0 100,000 $ 0 $300,000
</TABLE>
- --------
(1) Calculated by subtracting the exercise price from $6.75 per share, the
closing price of the Company's Common Stock as reported by the Nasdaq
Stock Market on September 30, 1997, and multiplying the difference by the
number of shares underlying each option.
EMPLOYMENT AGREEMENTS
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's salary and bonus for fiscal 1997 are
listed above in the Summary Compensation Table, and his salary for fiscal 1998
has been adjusted to $305,000 per year. Mr. Wilson also received options with
the terms described in the Summary Compensation Table for fiscal 1996 and
reimbursement for moving expenses. In the event of termination of his
employment, Mr. Wilson will receive 12 months of salary.
10
<PAGE>
Pursuant to a letter agreement dated September 23, 1996, Mr. Dmiszewicki is
entitled to receive an annual salary of $160,000. In addition, at the end of
each fiscal year, he is entitled to incentive compensation equal to 25% to 50%
of his annual salary, with a minimum bonus of $40,000 for fiscal 1997. Mr.
Dmiszewicki's salary and bonus for fiscal 1997 are listed above in the Summary
Compensation Table, and his salary for fiscal 1998 has been adjusted to
$170,000 per year. Mr. Dmiszewicki also received options with the terms
described in the table entitled "Option Grants in Fiscal 1997" and options to
purchase an additional 50,000 shares of Common Stock on October 1, 1997. The
exercise price of such options is $7.00 per share and they vest in four annual
increments of 25% commencing on October 1, 1998. Mr. Dmiszewicki also received
a one-time bonus of $100,000. In the event of termination of his employment
other than for cause during his first 24 months of employment, his base salary
will be continued until the earlier of: (i) 12 months after the date of his
termination or (ii) his full time employment in another position.
Pursuant to a letter agreement dated December 13, 1996, Mr. Reiff is
entitled to receive an annual salary of $160,000. In addition, Mr. Reiff will
be eligible to participate in a discretionary bonus program based upon the
Company's performance and attainment of Mr. Reiff's individual goals, with an
anticipated bonus potential of approximately 50% of his annual salary and a
minimum bonus of $80,000 for fiscal 1997. Mr. Reiff also received a one-time
bonus of $30,000. Mr. Reiff's salary and bonus for fiscal 1997 are listed
above in the Summary Compensation Table, and his salary for fiscal 1998 has
been adjusted to $165,000 per year. He also received the options described in
the table entitled "Option Grants in Fiscal 1997." Mr. Reiff was also
reimbursed for moving expenses in the amounts shown in the Summary
Compensation Table. In the event of his termination of employment other than
for cause during his first 24 months with the Company, Mr. Reiff will receive
his annual salary for a period of 12 months following the effective date of
termination.
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.
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 1997 and specifically reviews the compensation established
for the Company's Chief Executive Officer 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.
11
<PAGE>
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.
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
1997 are reflected in the Summary Compensation Table and 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. Fifty percent of bonuses for executive officers
during fiscal 1997 were tied directly to the Company's annual revenues. Based
on their achievement of the individual and operational performance targets
established by the Compensation Committee and the Company's increase in
revenues for fiscal 1997, the Compensation Committee awarded the bonuses
described in the Summary Compensation Table for fiscal 1997. In addition, in
fiscal 1997 the Committee paid one-time bonuses to Messrs. Dmiszewicki and
Reiff pursuant to the terms of their respective employment agreements. See
"Executive Compensation--Employment Agreements."
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. In
determining the number and terms of options to grant an executive, the
Committee primarily considers subjectively the executive's past performance
and the degree to which an incentive for long-term performance would benefit
the Company.
12
<PAGE>
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.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Pursuant to the terms of an employment agreement with the Company dated
August 21, 1996, the Company's Chief Executive Officer initially received an
annual salary of $280,000, subject to review annually by the 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. Based on the factors described below, the Committee set Mr.
Wilson's base salary at $280,000 for fiscal 1997 and awarded him a bonus of
$252,000 for fiscal 1997. Mr. Wilson's base compensation was increased by the
Committee to $305,000 for fiscal 1998. Upon his commencement of employment
with the Company, Mr. Wilson received options to purchase 300,000 shares of
Common Stock at an exercise price of $5.50 per share and options to purchase
100,000 shares of Common Stock at an exercise price of $18.00 per share, with
all options vesting in 25% annual increments commencing on September 30, 1997.
In the event of termination of his employment, Mr. Wilson will receive 12
months of salary.
The salary, bonus and stock options initially 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 have been
and will continue to be determined based on the same elements and measures of
performance as is the compensation for the Company's other executive officers.
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 1997 is non-deductible. The Company's Stock Option and
Restricted Stock Plan limits to 500,000 the number of options or shares that
may be awarded to any individual in a single year under that plan.
Submitted by: THE COMPENSATION COMMITTEE
Bruce K. Anderson
George L. McTavish
Robert A. Minicucci
13
<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, 1997, 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 OF SEER TECHNOLOGIES APPEARS HERE]
COMPARISON OF THREE YEAR CUMULATIVE RETURN
AMONG SEER TECHNOLOGIES, MARKET INDEX AND PEER INDEX
Measurement period 6/30/95 9/29/95 9/30/96 9/30/97
- ---------------------- ------- ------- ------- -------
Seer Technologies Inc. 100.00 72.89 28.92 32.53
Market Index 100.00 109.69 141.62 209.11
Peer Index 100.00 105.07 80.76 73.33
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 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 1997.
14
<PAGE>
PROPOSAL 2: AMENDMENT OF THE STOCK OPTION AND RESTRICTED 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 2,900,000 to 3,550,000. The text of
the proposed amendment is attached as Appendix A.
The Company has reserved 2,900,000 shares of Common Stock for issuance under
the Plan and has reserved an additional 650,000 shares of Common Stock for
issuance under the Plan subject to stockholder approval of this Proposal. As
of December 31, 1997, 1,952,631 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.
15
<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, 1997. 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, 1997
was $5.25 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
NAME OPTIONS GRANTED STOCK GRANTED
---- ---------------- ----------------
<S> <C> <C>
Mr. Wilson................................... 400,000 0
Mr. Dmiszewicki.............................. 150,000 0
Mr. McKinnie................................. 52,500 2,500
Mr. Reiff.................................... 100,000 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.... 812,500 3,750
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.. 1,942,631 63,500
</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.
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.
16
<PAGE>
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 PLAN PARTICIPANTS 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.
17
<PAGE>
PROPOSAL 3: 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 1998. 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 1998.
18
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
Stockholders wishing to submit a proposal for action at the Company's 1999
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 September 24, 1998 and must otherwise comply
with the rules of the Securities and Exchange Commission relating to
stockholder proposals.
ANNUAL REPORT
The Company's 1997 Annual Report to Stockholders is being mailed to the
Company's stockholders with this Proxy Statement. The Annual Report is 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,
/s/ Thomas A. Wilson
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, 1997.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO INVESTOR RELATIONS, SEER
TECHNOLOGIES, INC., 8000 REGENCY PARKWAY, CARY, NORTH CAROLINA 27511.
January 26, 1998
19
<PAGE>
APPENDIX A
FOURTH AMENDMENT TO THE
SEER TECHNOLOGIES, INC. STOCK OPTION AND
RESTRICTED STOCK PURCHASE PLAN
THIS FOURTH AMENDMENT to the Seer Technologies, Inc. Stock Option and
Restricted Stock Purchase Plan is made this 1st day of December, 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 3,550,000 shares of Common Stock (subject to adjustment as
provided in Section 8 hereof)."
IN WITNESS WHEREOF, the Company has caused this Fourth 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>
- --------------------------------------------------------------------------------
PROXY SEER TECHNOLOGIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS -- FEBRUARY 20, 1998
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
20, 1998, 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 an amendment
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 3 AND IN THE DISCRETION OF THE PROXY HOLDER(S)
WITH RESPECT TO OTHER MATTERS PROPERLY BROUGHT BEFORE THE MEETING, INCLUDING ANY
ADJOURNMENTS THEREOF.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
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A [X] PLEASE MARK YOUR | |
VOTES AS IN THIS | |
EXAMPLE. ------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF
PROPOSALS 1 THROUGH 3.
No. 1 FOR WITHHELD FOR AGAINST ABSTAIN
ELECTION [ ] [ ] NOMINEES: No. 2 Proposal to approve an
OF Bruce K. Anderson amendment to the Company's [ ] [ ] [ ]
DIRECTORS Frank T. Cary Stock Option and Restricted Stock
Anthony J. de Nicola Purchase Plan to increase the
(Instruction: To withhold authority George L. McTavish number of shares of Common Stock
to vote for any individual nominee, Robert A. Minicucci authorized for issuance
write that nominee's name in the Thomas A. Wilson thereunder from 2,000,000 to
space provided below.) 3,550,000.
- ------------------------------------ No. 3 Proposal to ratify the
appointment of Coopers & Lybrand, [ ] [ ] [ ]
L.L.P. as the Company's
independent public accountants.
Signature(s) of Stockholder(s) Dated 1998
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NOTE: 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.
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