UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
[0-26194]
NOTIFICATION OF LATE FILING
/X/Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q / / Form N-SAR
For Period Ended: September 30, 1998
[ ]Transition Report on Form 10-K
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-Q
[ ]Transition Report on Form N-SAR
For the Transition Period Ended: [ ]
Read Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ______________________
____________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Seer Technologies, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number): 8000 Regency
Parkway
City, State and Zip Code: Cary, North Carolina 27511
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR,or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof,
will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the Transition report or portion thereof, could not be filed
within the prescribed time period.
The Registrant's Form 10-K for the year ended September 30, 1998 cannot
be timely filed for the following reasons:
The Registrant has announced a pending strategic merger with Level8
Systems, Inc. As the first step in this transaction, Level8 has agreed
to acquire approximately 69% of the outstanding voting shares of the
Registrant held by a group led by Welsh, Carson, Anderson and
Stowe VI L.P.("WCAS"). In addition, as part of the agreement, WCAS and
Level8 have agreed to make a significant contribution of funds to help pay
down the Registrant's bank debt. This initial stage of the transaction
is expected to be completed by December 31, 1998. Due to the pending
significant contribution of funds and the pending change of control to
be completed in the immediate future, and the impact of the foregoing on
the Registrant's financial condition, the Registrant's Form 10-K cannot be
filed within the prescribed period without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification.
Dennis McKinnie (919) 380-5000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
/x/Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/x / Yes / / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company expects to report a 38% decline in total revenue for
fiscal 1998 as compared to fiscal 1997, primarily resulting from:
* Diversion of funds and resources of the Registrant's customers into
renovations of existing application for the Year 2000 rather than
investing in new applications and development tools such as those
offered by the Registrant.
* The Registrant's 1998 restructuring, which significantly decreased
the number of sales and marketing personnel and caused a significant
diversion of management resources.
* The impact of the downturn in the Asian economy on sales to Asian
prospects.
The foregoing is based on preliminary information and analysis and is
subject to the more complete information to be contained in the Company's
Annual Report on Form 10-K.
Seer Technologies, Inc.
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 29, 1998 By: /s/ Dennis McKinnie
Dennis McKinnie
Vice President and General Counsel
