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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

(MARK ONE)

[ X ]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the fiscal year ended March 31, 2001.
                                       or

[   ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

       For the transition period from __________________ to ____________________

                        COMMISSION FILE NUMBER: 0-21985

                                   SEEC, INC.
             (Exact name of registrant as specified in its charter)

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<S>                                        <C>
               PENNSYLVANIA                                55-0686906
         (State of Incorporation)             (I.R.S. Employer Identification No.)

PARK WEST ONE, SUITE 200, CLIFF MINE ROAD,
         PITTSBURGH, PENNSYLVANIA                            15275
 (Address of principal executive offices)                  (Zip code)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (412) 893-0300

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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           TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH REGISTERED
           -------------------             -----------------------------------------
<S>                                        <C>
                   None                                  Not applicable
</TABLE>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                    Common Stock, par value $0.01 per share
                                (TITLE OF CLASS)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No ___

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [____]

     As of May 30, 2001, the aggregate market value of voting Common Stock held
by non-affiliates of the registrant, based upon the last reported sale price for
the registrant's Common Stock on the Nasdaq National Market on such date, as
reported in The Wall Street Journal, was $14,697,861 (calculated by excluding
shares owned beneficially by directors and executive officers as a group from
total outstanding shares solely for the purpose of this response).

     The number of shares of the registrant's Common Stock outstanding as of the
close of business on May 30, 2001 was 6,103,692.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Certain portions of the definitive Proxy Statement of SEEC, Inc. (the
"Company" or "SEEC") to be used in connection with the 2001 Annual Meeting of
Shareholders (the "Proxy Statement") are incorporated by reference into Part III
of this Annual Report on Form 10-K to the extent provided herein. Except as
specifically incorporated by reference herein, the Proxy Statement is not to be
deemed filed as part of this Annual Report on Form 10-K.
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                                   SEEC, INC.

                               TABLE OF CONTENTS

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                                                                          ----
<S>         <C>                                                           <C>
                                    PART I
Item 1.     Business....................................................    1
Item 2.     Properties..................................................   16
Item 3.     Legal Proceedings...........................................   16
Item 4.     Submission of Matters to a Vote of Security Holders.........   16

                                   PART II
Item 5.     Market for the Registrant's Common Equity and Related
            Shareholder Matters.........................................   17
Item 6.     Selected Financial Data.....................................   18
Item 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations...................................   19
Item 7a.    Market Risk.................................................   26
Item 8.     Financial Statements and Supplementary Data.................   26
Item 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure....................................   44

                                   PART III
Item 10.    Directors and Executive Officers of SEEC....................   45
Item 11.    Executive Compensation......................................   45
Item 12.    Security Ownership of Certain Beneficial Owners and
            Management..................................................   45
Item 13.    Certain Relationships and Related Transactions..............   45

                                   PART IV
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form
            8-K.........................................................   45

SIGNATURES..............................................................   47
</TABLE>
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                                     PART I

ITEM 1.  BUSINESS

     Except for historical information contained herein, this report contains
forward-looking statements that involve risks and uncertainties. Such
forward-looking statements include, but are not limited to, statements regarding
future events and the Company's plans and expectations. The Company's actual
results could differ materially from those discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed below in "Factors That May Affect Future Results," as well as those
discussed elsewhere in this Form 10-K or incorporated herein by reference. See
"Special Note on Forward-Looking Statements."

GENERAL

     SEEC, Inc. (the "Company" or "SEEC") offers an integrated solution for
building dynamic and flexible e-business applications by fully exploiting the
ongoing value of existing systems. We define and build new systems using
rule-based component development (following EJB and XML standards), business
rule mining and reuse, plus flexible integration with current systems of record
(individually or collectively, "e-business solutions"). Most large organizations
have their current business policies and rules buried in inflexible application
architectures that are expensive and time-consuming to change. These
organizations increasingly need to gain or provide access to these systems
through the Internet or intranets via more user-friendly methods and interfaces.
We provide e-business solutions for enhancing and renewing these systems to a
Web services architecture for easier integration with newer Web-based
systems--allowing for disparate systems within an enterprise to communicate with
each other. Our solutions include flexible methodologies, proven tools, and
expert consulting services that have been utilized extensively by Fortune 1000
companies and similarly-sized organizations, and several leading international
information technology ("IT") service providers. Through 1999, these
organizations used our solutions extensively for year 2000 remediation and
testing, legacy system maintenance, and legacy system reengineering. More
recently, organizations are employing our solutions to automate their core
business processes using a flexible, easy-to-change application architecture.
Our tools, services and application components reduce the time and costs for
enabling e-business solutions by leveraging and reusing business rules and
existing systems of record in new Web-based composite applications.

     Our software products are derived primarily from and built upon our core
technologies, which include source code analysis technology, business rule
extraction and reuse, and automated component generation. Our ability to build
upon an existing robust core technology affords us a unique level of flexibility
and can significantly reduce time to market, a critical advantage when new
industry trends emerge. Our products automate many of the procedures required
for rapidly developing and deploying e-business solutions that are dynamic and
are easy to change to meet new requirements. Our products analyze current
business systems to extract business rules and functions for reuse in
distributed component-based environments. Our solutions improve the efficiency
and effectiveness of the development and maintenance of mission-critical
business applications.

     Through a 1999 acquisition, we have added Web-enablement solutions that,
together with our existing and planned products, bridge the gap between legacy
systems and newer Web and component architectures. The acquired technology
utilizes host-based solutions, providing advanced integration technology that
includes screen mapping, screen recognition and change detection, connectivity,
data access, and security. This technology develops and supports front-end
applications and middleware that extend the life and value of existing
host-based systems by integrating them with client/server architectures.
Altogether, we offer technology through an integrated suite of software products
and solutions that comprehensively addresses all aspects of legacy
transformation and Web enablement.

INDUSTRY BACKGROUND

     Organizations are responding to new competitive demands by developing
e-business processes providing improved efficiency, more flexibility to adapt to
market changes, and the ability to buy, sell and collaborate with customers and
business partners in real-time using the Internet. As one indicator of this
trend, GartnerGroup, an industry analyst group, estimates that Internet-based
business-to-business transactions will grow to $3.6 trillion

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by 2003, from $433 billion last year, resulting in cost savings, improved supply
chain efficiency and other bottom-line benefits for companies.

     To capture these benefits, new Web-based systems need to make use of an
organization's industry know-how, proven practices, and established business
policies - their intellectual capital - much of which is incorporated in
existing IT assets. For most large organizations, these existing assets are
based on inflexible system architectures and complex application code. META
Group, an independent research organization, estimates that 70 percent of the
mission-critical information of the world's 2000 largest companies is based on
these legacy systems.

     Rather than replacing these current systems in whole - which is costly,
time-consuming, and risky - many companies are taking an evolutionary approach
that reduces the cost and time for adding e-business capabilities, providing a
faster return on investment. They are adding new e-business capabilities to
existing systems, identifying core business systems that need to be moved to a
Web architecture, and seeking to reuse existing functionality and data without
massive change. This approach requires solutions for e-business application
design and development, technology for uncovering and reusing the core
intellectual capital that underlies complex legacy applications, and methods for
accessing and integrating existing applications, databases and transaction
systems as part of new e-business systems.

SEEC'S STRATEGY

     Our objective is to provide software solutions for building an application
architecture that leverages the core intellectual capital of an enterprise for
introducing innovative products and reacting to rapid change in the market.

     Enhance and Expand Leadership in Enterprise Solutions. We intend to
continue to enhance and expand our offerings of enterprise solutions. This
includes the enhancement of our core technologies, solution methodologies, and
software products to provide additional automation, functionality and cost
savings to our customers. Our core technologies allow us to efficiently
introduce new software products that can be integrated with new or existing
enterprise solutions. We are introducing solutions in vertical industries,
including insurance, healthcare and manufacturing, and we intend to enhance or
develop solutions to address other vertical market opportunities and to acquire
technologies or assets that are complementary to our current line of products,
services, and solutions.

     Strategic Account Focus. We are focusing our sales and marketing activities
to penetrate specific vertical markets. We intend to develop solutions that
solve specific business problems within these accounts and build a close working
relationship with these companies. We believe that these efforts will lead to
additional opportunities to provide enterprise solutions to these customers.
Also, our customer base may be expanded through the acquisition of other
operating companies that have concentration in specific vertical markets.

     Leverage Service Provider Partners. We currently have relationships with
"Service Provider" partners, which include system integrators, independent
software vendors and specialized consulting companies. These relationships
provide us access to the service provider's customer base and sales
infrastructure to market our products and solutions.

     Provide Solutions with Broad Market Appeal. We developed our enterprise
solutions to be cost effective, flexible and scalable. As a result, our
enterprise solutions appeal to a wide range of Fortune 1000 organizations with a
variety of e-business requirements, and to a broad range of third-party service
providers and system integrators. We intend to capitalize on these opportunities
by marketing and selling our products through a broad range of distribution
channels, including direct sales to end users, direct sales to service providers
and system integrators, and indirect sales through distributors.

SEEC ENTERPRISE SOLUTIONS

     SEEC Mosaic eSolutions. SEEC Mosaic eSolutions are e-business software
solutions delivered by expert development teams using our proprietary
application development kit, SEEC Mosaic Studio. We build and implement
large-scale enterprise applications using a rule-based component development
process, business rule mining technology and a Web services application
architecture providing flexible integration with current IT
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systems. Our unique approach allows us to build these new e-business systems
faster and at less cost than other, more traditional approaches. The resulting
applications are more flexible, offer a lower long-term cost of ownership, and
support new means of business-to-business collaboration utilizing integration
technologies based on XML (eXtensible Markup Language) standards. Our key
technologies and capabilities are outlined below.

     - Web Services Framework. SEEC's Web Services Framework enables
       collaborative business processes through the use of XML technologies in
       building dynamic, highly distributed applications that integrate with
       existing information systems. A Web service is an application component
       or program that incorporates XML and related messaging technologies -
       SOAP (Simple Object Access Protocol), UDDI (Universal Description,
       Discovery and Integration), and WSDL (Web Services Description Language)
       - to register, locate and communicate with other Web services over the
       Internet. In effect, Web services allow us to build applications that
       span previously-unconnected systems and organizations.

     - Business Rules Development. SEEC's business rules-based development
       approach allows us to identify the mission-critical business logic that
       underlies an application and store it separate from the software code.
       This reduces the time for initial application design and development, and
       enables rapid application change. The Mosaic Studio development kit
       allows developers to apply existing business rules - stored in our
       RuleBase - by building new application components and/or by using a third
       party rules engine. Mosaic Studio also automates the difficult and
       time-consuming process of mining rules from existing applications and
       categorizing the rules in a widely accepted industry format. This rule
       mining process is an essential step in designing new applications that
       accurately reflect key organizational policies and business practices.

     - Business and Integration Components. SEEC Mosaic Studio also provides
       tools for designing and developing large-scale component applications. We
       map existing systems, processes, data structures and business rules to a
       new application model and automate the construction of new business and
       integration components. SEEC's Business Components are Enterprise
       JavaBeans(TM) ("EJB") that incorporate business rules from the SEEC
       RuleBase. The Business Components can work in coordination with a third
       party business rules engine to maximize application flexibility. SEEC's
       Integration Components are Java or COM+ components that provide access to
       and integration of existing applications, data sources and back-end
       transaction systems.

     SEEC Industry Solutions. SEEC's Industry Solutions are built around
customizable components for key vertical markets that accelerate the delivery of
new e-business capabilities. Our initial industry solutions are targeted for
insurance and healthcare providers, and we are developing others in cooperation
with customers and partners. Each solution includes function-specific
application components and activation services that leverage our business rule
mining and component development technologies to deliver customized applications
at a fraction of the cost of purchasing application packages or building custom
applications from the ground up. These industry solutions offer customers a
rapid and cost-effective method to develop e-business applications that span
multiple business processes, IT systems and organizations.

     - SEEC's Insurance Solution enables property, casualty, life and health
       insurance carriers to rapidly deploy flexible underwriting, policy and
       claims applications that can be accessed via the Internet by agents,
       customers and/or business partners. These new applications also
       consolidate and integrate disparate back-end systems in a flexible Web
       services application architecture, improving customer service and agent
       productivity, and creating new sales opportunities and operating
       efficiencies.

     - SEEC's Active Integration Solution for Healthcare allows hospitals, HMOs
       and health plans to consolidate and securely access patient information
       that traditionally resides in multiple, disconnected information systems.
       Patient care and the accuracy of medical documentation are improved
       without requiring massive retraining or system replacement. The Active
       Integration Solution was developed in cooperation with SeeBeyond, a SEEC
       Technology Partner, which resells the solution to its healthcare
       customers.

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     The following solutions are currently in development:

     - SEEC's Customer Integration Solution for Call Centers and eCRM for
       Financial Services, Telecommunications, and Utilities is a customer
       contact center solution that integrates real-time customer transaction
       information from back-end systems with CRM, workflow and Web-enabled call
       center technologies. This solution provides a unified real-time view of
       customer information across multiple back-end systems and contact
       channels, simplifying customer relationship management and e-business
       application development.

     - SEEC's Order Management Solution provides manufacturers, distributors,
       importers and their customers a unified, real-time view of order status
       in a Web application that combines information on orders, materials,
       finished goods and shipping from multiple back-end systems. The solution
       helps customers reduce product lead times, maximize sales, increase
       inventory turns, and reduce cancellations, returns and overstock.

SEEC SOFTWARE PRODUCTS

     Our enterprise solutions incorporate a range of proprietary software
products for legacy system transformation that are integrated with our
enterprise solutions or provided as stand-alone products, allowing customers to
meet specific legacy system transformation needs. Our primary software product
line is based on our core technologies, which provide a broad range of
capabilities to address various legacy system transformation requirements. Our
Web-enablement software products support front-end applications and middleware
that extend the life and value of existing host-based systems by integrating
them with client/server architecture. Our middleware software is unique in that
our core proprietary technology can be applied to generate Windows and HTML/Java
interfaces, or provide the middleware between existing front-ends and a host
application. Our products have been designed to be easy to use and learn,
allowing customers to rapidly train technical personnel and reduce training
costs. Our products operate in a PC-based environment and are available in
versions for Windows 95(R), Windows 98(R), and Windows NT(R).

     Our primary software products analyze and modify mainframe source code that
is downloaded to a PC-based environment and stored in an application dictionary
for the performance of reengineering functions. The application dictionary
contains all of the key design elements of a legacy application, including
source code, database definitions, screen definitions and job control language.
Our software utilizes proprietary parsing, data flow, and program slicing
technology to create the relationships between databases and source code, which
enables the documentation and understanding of a legacy COBOL system.
Information about the flow of control among programs is also stored in the
application dictionary, providing further system understanding by enabling users
to group items by business function. Our software also utilizes proprietary
text-scanning technology to identify data fields and the impacted lines of code
for a wide variety of non-COBOL languages.

     Our core technologies have been designed to allow for the integration and
efficient development of additional software application modules to meet
evolving legacy system transformation needs. In addition, the application
dictionary can be accessed to perform future legacy transformation functions,
providing additional benefit to the customer.

     SEEC Mosaic Studio. SEEC Mosaic Studio is a suite of legacy integration and
transformation tools that let large organizations access and reuse their current
applications and transaction systems in new e-business processes. Our unique
approach focuses on developing composite e-business applications that combine
the best of Web technologies and mainframe-based systems, including the business
rules that run the brick-and-mortar business. Mosaic Studio provides automated
mining of business rules from legacy applications, rapid Web-enablement and
e-business integration, and component- and business rule-based application
development. The software products described below are the components of SEEC
Mosaic Studio. These products are built on SEEC's core source code analysis
technology, and were sold and distributed in various combinations and as
stand-alone products prior to fiscal 2001.

     The Application Analyst feature of SEEC Mosaic Studio facilitates
understanding of the business intent of complex COBOL applications for the
planning and implementation of legacy transformation projects. This is
accomplished by mining business rules embedded in legacy applications,
generating system documentation and

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graphical views illustrating the structure, function, and interrelationships
among application elements, and segmenting applications into logical work units
for project planning and transformation purposes. Application Analyst features
an object-oriented interface that allows drill-down property dialogs and context
menus, business rule mining, data model displays for database definitions,
graphical CRUD display, and CICS control flow display. Other features include
program source display and annotation facilities, structure chart and logic
displays, selective views, code walkthroughs, cross-reference displays, and
display screens.

     SEEC Mosaic Studio's Application Designer facility is used in conjunction
with the Application Analyst to recover the data model of COBOL applications
using standard Object Modeling Techniques (OMT). The data model is populated
with legacy entities, attributes, and methods linked to the physical definitions
of the items in the Application Dictionary. Application Designer features object
recovery from existing COBOL applications and model validation. Application
Designer provides links between each method and the method implementation, and
enables the addition of new properties for the attributes of a class and
association, such as uniqueness and value constraints. It can generate DDL (Data
Definition Language) for the object model and export data to Rational Rose(TM)
or ERWin(TM).

     SEEC Mosaic Studio includes a Component Generator that automatically
creates SEEC DataBeans (EJB and also non-EJB components) that enable access and
manipulation of existing databases (DB2, IMS, VSAM, Oracle, SQL Server). Each
SEEC DataBean corresponds to an entity or a group of related entities as a
composite DataBean in the legacy data model built with the Application Designer
feature. SEEC DataBeans are deployed on a SEEC Mosaic Server on any EJB
application server (such as BEA WebLogic(TM) or IBM WebSphere(TM)). The
Component Generator enables interactive creation of database definitions through
import from the Application Analyst and Application Designer, or by importing
schema definitions from relational database systems. SEEC DataBeans allow for
access and manipulation of the legacy database and provide a security framework
to govern access and transaction control. The Component Generator can be
deployed on any J2EE-compliant EJB server, which provides component management
and organization, and additional security.

     SEEC Mosaic Studio supports all COBOL dialects on the following legacy
platforms:
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                                                           IBM MVS
                                    ----------------------------------------------    Unisys A     Unisys
                                    DB2     IMS/DB      VSAM     ADABAS       IDMS     Series       2200       HP        VAX
                                    ---     ------      ----     ------       ----     ------       ----       --        ---
<S>                                 <C>     <C>         <C>      <C>          <C>     <C>          <C>         <C>       <C>
Application Analyst...........       X        X          X          X           X         X           X         X          X
Application Designer..........       X        X          X          X           X         X           X         X          X
Component Generator...........       X        X          X        SAG          --        --          --        --         --
</TABLE>

---------------
SAG = Rely on connectors provided by Software AG.

     SEEC Mosaic Server. SEEC Mosaic Server is the deployment architecture for
thin clients and components developed using SEEC Mosaic Studio. SEEC Mosaic
Server consists of enabling runtime software and the license to deploy SEEC
Mosaic Clients or SEEC DataBeans developed with the SEEC Mosaic Studio. SEEC
Mosaic Server is available in three versions for deploying ASP/COM clients,
which conform with the Microsoft COM standard, JSP clients, and EJB components.
SEEC Mosaic Server runs, in conjunction with popular Web or Java application
server software, on computers using Windows NT(TM), Sun Solaris(TM), and many
other UNIX operating systems.

TRAINING, CONSULTING, AND SERVICES

     We offer consulting services and training to help customers plan and
execute their projects, including end-to-end project services and project
management services, depending on customer requirements. Our business
consultants and regional sales managers focus on customer needs and problems,
while execution is typically handled by project consultants based in the
technical resource centers in Pittsburgh, London, and Hyderabad, India. The
services are provided either on-site or off-site, depending upon the nature of
the project. Service engagements are offered on a fixed-price or on a
time-and-materials basis.

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     SEEC Mosaic Services. SEEC Mosaic Services provide a wide range of
assistance to our customers, whether their goal is to quickly Web-enable a
critical legacy application, to integrate multiple back-end applications, or to
fully transform a mainframe system to a component-based e-business architecture.

     - Custom Adapter Development. Legacy mainframe applications account for 70
       percent of the mission-critical data and transaction capabilities in
       Global 2000 companies. As a result, legacy integration is often an
       integral part of these companies' long-term e-business integration
       strategies. To accomplish this, adapters to each legacy application must
       be hand crafted, a time-consuming and costly task. Further, legacy
       applications are typically poorly documented and understood.
       Consequently, legacy integration obstacles often inhibit enterprise
       application integration ("EAI") implementations. SEEC offers a better
       alternative for fast, effective custom adapter development and
       implementation in any EAI environment. Our application and domain
       consultants can quickly pinpoint the optimal integration points to legacy
       systems, and, using SEEC Mosaic Studio, generate custom adapters to
       integrate the targeted transaction, database or business logic. Our
       extensive knowledge of mainframe applications and vertical industries
       like healthcare, insurance, financial services and telecommunications can
       help speed development and implementation of the SEEC adapters.

     - Web-Enablement Services. Web-enablement of legacy applications provides a
       cost-effective means to extend valuable legacy applications to the Web.
       Our consultants apply SEEC Mosaic Studio and the SEEC Mosaic
       methodologies in developing Web applications that reuse existing legacy
       databases and business logic. SEEC's Web-enablement services include
       interface and workflow redesign, rich portal development with legacy
       integration, and legacy-to-Web integration.

     - Legacy Extension Services. SEEC's Legacy Extension Services accelerate
       e-business system development by reusing legacy business rules,
       transactions and data in new Web-based applications under three
       alternative approaches: (1) Interface and Workflow Redesign--When time is
       of the essence, our consultants can build a thin-client Web interface to
       legacy applications and reengineer the front-end workflow without
       touching the legacy code, often in a matter of weeks. The Web clients can
       access the legacy system via popular Web servers running on Windows NT or
       a variety of UNIX systems. (2) Rich Portal Development with Legacy
       Integration--Many organizations need to give users access to multiple
       back-end applications using a single Web portal. SEEC's Web consultants
       can plan, develop and implement the corporate portal, making legacy
       access and integration an integral part of the project, not an
       afterthought. (3) Legacy Application Integration--If legacy integration
       is one part of a larger e-business application, SEEC's services team can
       build an elegant, reusable component interface to the legacy database. We
       identify the database entities needed to access and generate a SEEC Data
       Bean - a fully-documented data access component written as an EJB.

     - Business Rule Mining Services. Our Business Rule Mining Services can help
       improve legacy application flexibility and reduce ongoing application
       maintenance costs, harmonize and/or integrate multiple systems, and
       assess current systems prior to replacement with packages or new
       development. Our consultants use SEEC Mosaic Studio and SEEC Mosaic
       methodologies to completely reverse-engineer the data and process models
       that underlie the customer's legacy code, and identify and extract all
       relevant business rules associated with the applications. These services
       generate comprehensive system documentation, including graphical views of
       data dependencies and interrelationships, and a record of current
       business logic traceable to specific lines of code in the system. This
       business rule documentation becomes a vital corporate asset in itself,
       and can be used in new system development, migration to ERP/CRM or other
       products, or in revitalizing an existing system. The recovered data model
       and business rules are in a format that can be exported and reused in a
       number of different forward-engineering tools. This information can also
       be used with SEEC Mosaic Studio to more efficiently maintain and enhance
       current mainframe applications, before or while they are extended or
       transformed.

     - Component Development Services. Our Component Development Services
       include key elements of each of our other services and adds application
       component development and deployment. Using the SEEC Mosaic Studio and
       SEEC Mosaic methodologies, our services team documents the customer's
       existing system (including the data and process models), extracts all
       relevant business rules from the legacy code,

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       and plans and implements the redevelopment of the system in an EJB-based
       component architecture. Rather than replacing the customer's existing
       system, our approach focuses on reusing and re-implementing valuable
       business and database logic in a more flexible and scalable system with
       less risk and at a fraction of the time and cost of package replacement
       or custom development. The process is applicable to migrating a single
       application or an entire legacy system (including databases) to a new
       e-business architecture.

     Training Services. We offer a variety of courses to train customers in
applying SEEC's software products and methodologies, whether the goal is to
quickly Web-enable a single legacy application, to consolidate multiple back-end
systems, or to fully transform a mainframe system to a component-based
e-business architecture. Our training courses allow application developers to
achieve rapid component and thin-client application development and deployment
using SEEC Mosaic Studio.

CUSTOMER SUPPORT AND MAINTENANCE

     We offer customer support and maintenance for each of our products, which
entitles the customer to receive technical support and advice, including problem
resolution services, installation assistance, error corrections and any product
upgrades and enhancements released during the maintenance period. Our standard
license agreement does not require us to provide maintenance for any period of
time and does not provide express or implied warranties for our product
software. Maintenance and support services are provided primarily by telephone
or by e-mail from our offices in or near Pittsburgh, London, and Hyderabad,
India.

CUSTOMERS

     Our products and services are used by information systems departments of
Fortune 1000 companies and similarly-sized business and governmental
organizations, and by third-party service providers. Following is a partial list
of service providers and customers that have purchased products and/or services
from SEEC:

<TABLE>
<S>                                <C>                                              <C>
IT Service Providers               Insurance                                        Banking and Finance
--------------------               ---------                                        -------------------
Advanced Computer Technology       Canada Life Ltd.                                 Citibank, N.A.
Aquaregia Technologies (P)         Chubb Group of Insurance Cos.                    Datamec, S.A.
   Ltd.                            Equitable Life Assurance                         Farm Credit Corp. Canada
CGI Group Inc.                     Heritage Mutual Insurance Co.                    Navy Federal Credit Union
Cognizant Technology               Homesteaders Life Co.                            Royal Bank of Scotland
   Solutions                       Nationwide Mutual Insurance Company              State Bank of Hyderabad
Computer Sciences Corp.            Ohio Farmers Insurance Co                        UNIK C & C Co.
CyberTech Systems, Inc.            PEMCO Corp.
Hexaware Technologies Ltd.         Regie De L'Assurance-Maladie du Quebec           Utilities and Telecommunications
Infosys Technologies, Ltd.         Transamerica Occidental Life Insurance Co.       --------------------------------
Lost Wax                           Western Southern Life Insurance Co.              BT Ignite Solutions
Mahindra British Telecom                                                            Nicor, Inc.
   Ltd.                            Government and Education                         Pacific Gas & Electric Co.
Milestone Technology, Inc.         ------------------------                         Southwest Gas Corporation
Ramco Systems Limited              Defense Finance and Accounting Service           WorldCom, Inc.
Satyam Computer Services,          Department of the Army
   Ltd.                            General Services Administration of the USA       Manufacturing and Retail
Silverline Technologies Ltd.       National Agricultural Co-Op Fund (Korea)         ------------------------
SRA International, Inc.            State of Michigan                                Faith Footwear Ltd.
Transys Technologies Corp.         Temple University                                Longs Drug Stores, Inc.
Unisys Corporation                                                                  Sharp Electronics, Inc.

Services and Health Care
------------------------
Kaleida Health System
New York-Presbyterian
   Hospital
</TABLE>

     Historically, a relatively small number of customers have accounted for a
significant percentage of our revenues. In fiscal 2001, while no single customer
accounted for more than 10% of our revenues, ten customers represented
approximately 50% of our revenues. In fiscal 2000, Silverline Industries, Inc.
accounted for 13% of our total revenues, and nine customers represented
approximately 50% of our revenues. In fiscal 1999, Unisys Corporation accounted
for 12% of our total revenues, and nine customers represented approximately 50%
of our revenues.

                                        7
<PAGE>   10

ACQUISITIONS

     Mozart Systems Corporation. On August 4, 1999, we acquired all of the
outstanding shares of capital stock of Mozart Systems Corporation ("Mozart")
pursuant to an Agreement and Plan of Merger by and between SEEC and Mozart dated
July 16, 1999. Mozart developed and sold Web-enablement products for rapid
implementation of e-business applications. SEEC Delaware, Inc. ("SEEC Delaware")
was formed as a wholly-owned subsidiary of SEEC, Inc. to effect the transaction.
Upon the closing of the transaction, SEEC Delaware was merged with and into
Mozart, and all existing shares of Mozart capital stock were canceled. Upon the
cancellation of the former Mozart capital stock, each share of SEEC Delaware
Common Stock was converted to one share of Mozart Common Stock, and Mozart
became a wholly-owned subsidiary of SEEC, Inc. SEEC Delaware was concurrently
dissolved.

     We paid an aggregate purchase price of approximately $3.5 million, of which
approximately $2.2 million was paid in cash from existing cash balances, and
$1.0 million was paid in the form of 222,222 unregistered shares of SEEC Common
Stock, with the balance related to acquisition costs and assumed liabilities.

     ERA Software Systems Private Limited. ERA Software Systems Private Limited
("ERA"), an Indian software development company, provided us research and
development services since our inception in 1988. ERA also served as the
distributor of our products in India and other markets. On February 27, 1998,
SEEC and ERA entered into an agreement whereby ERA transferred its distribution
rights for SEEC products, plus certain fixed assets and 30 ERA employees engaged
in SEEC-related research and development, sales and administration, to SEEC for
a net consideration of $1,041,000. The acquisition was effective at the close of
business on February 28, 1998, and SEEC assumed control of and responsibility
for product distribution and development efforts. Final closing of the
acquisition took place during the second quarter of fiscal 1999. At closing,
$1,036,000 in cash, and other consideration valued at $5,000, were remitted to
ERA. SEEC Technologies Asia Private Limited ("SEEC Asia") was formed as a
wholly-owned subsidiary of SEEC to effect the acquisition and to hold and manage
the acquired rights, certain assets and SEEC-related product development
projects. See "Business -- Research and Development."

SALES, MARKETING AND DISTRIBUTION

     We market and sell our products and services directly through our direct
sales force and indirectly through our partners. To support our sales efforts,
we utilize media advertising and direct mail campaigns supported by
telemarketing and promotion through trade articles and trade shows. In addition,
we enter into partnering arrangements with companies such as Satyam Computer
Services, Ltd., SeeBeyond Technology Corp., and Unisys Corporation. These
partners utilize our solutions and software products in connection with their
system transformation engagements. We have granted several organizations the
non-exclusive right to market our products. In North and South America, we sell
and support our products and services from our Pittsburgh, Pennsylvania
headquarters and our U.S. regional offices. Sales and support services are
provided in Europe through our wholly-owned subsidiary, SEEC Europe Limited
("SEEC Europe"), based in London, England. We sell and support our products and
services in the Asian and Pacific Rim markets through our wholly-owned
subsidiary, SEEC Technologies Asia Private Limited ("SEEC Asia"), based in
Hyderabad, India.

     As of March 31, 2001, we had 24 employees engaged in sales and marketing.
Sales to customers outside of the United States represented 32%, 25%, and 27% of
our total revenues in fiscal 2001, 2000, and 1999, respectively.

     We intend to continue to expand our sales and marketing efforts by hiring
additional sales and marketing personnel and by entering into additional
arrangements with partners and distributors. We also intend to enter into
additional distribution, license and/or marketing agreements for our software
products, particularly with service providers, systems integrators, and
e-business infrastructure vendors. We are focused on leveraging our existing
customer base to cross-sell other enterprise solutions and software products.

                                        8
<PAGE>   11

COMPETITION

     The market for our enterprise solutions and software products is intensely
competitive and is characterized by rapid change in technology and user needs
and by the frequent introduction of new products. Our principal competitors in
the enterprise solutions and software products markets include Computer
Associates International, Inc., MERANT PLC, Jacada, Ltd., and Relativity
Technologies, Inc. Many of our competitors are more established, benefit from
greater name recognition and have substantially greater financial, technical and
marketing resources than we have.

     We believe that the principal factors affecting competition in our markets
include product performance and reliability, product functionality, ease of use,
training, ability to respond to changing customer needs, quality of support, and
price. Other than technical expertise, there are no significant proprietary or
other barriers to entry that could prevent potential competitors from developing
or acquiring similar software products or providing competing solutions in the
market.

RESEARCH AND DEVELOPMENT

     We intend to continue to enhance our current products, and to develop,
acquire, or license new products or technology to keep pace with evolving
industry standards and technological developments, and to provide additional
functionality to address changing customer needs. This may require, among other
things, that we build interfaces with third-party products.

     In the latter half of fiscal 1998, we began to direct most of our research
and development efforts towards adapting our core source code analysis
technology to provide enterprise solutions. We have integrated Mozart's products
and technology acquired in August 1999 to enhance and extend SEEC's core
technology in several key areas. Natural extensions and applications of our core
technology include legacy system transformation solutions for Web-enablement,
data warehousing, and client/server migration. We believe that each of these
solutions represents a significant market and revenue opportunity.

     As of March 31, 2001, we had 32 employees engaged in product development,
including 17 employees of SEEC Asia. During fiscal 2001, 2000 and 1999, research
and development expenditures were $1,799,000, $1,826,000, and $1,302,000,
respectively. We anticipate that we will continue to commit substantial
resources to research and development in the future.

INTELLECTUAL PROPERTY

     We rely on a combination of contractual provisions and copyright, trade
secret and trademark laws to establish and protect our rights in our software
products and proprietary technology. We protect the source code version of our
products as a trade secret and as an unpublished copyrighted work. Despite these
precautions, it may be possible for unauthorized parties to copy certain
portions of our products, to reverse-engineer or otherwise obtain and use
information that we regard as proprietary. We have no patents, and existing
copyright and trade secret laws offer only limited protection. Certain
provisions of our license and distribution agreements, including provisions
protecting against unauthorized use, duplication, transfer and disclosure, may
be unenforceable under the laws of certain jurisdictions, and we are sometimes
required to negotiate limits on these provisions. In addition, the laws of some
foreign countries do not protect our proprietary rights to the same extent as do
the laws of the United States. We have been and may be required from time to
time to enter into source code escrow agreements with certain customers and
distributors, providing for release of source code in the event that we breach
our support and maintenance obligations, file bankruptcy, or cease doing
business.

     Our competitive position may be affected by our ability to protect our
proprietary information. However, because the software industry is characterized
by rapid technological change, we believe that patent, trademark, copyright,
trade secret and other legal protections are less significant to our success
than other factors such as the knowledge, ability and experience of our
personnel, new product and service development, frequent production
enhancements, ongoing customer service, and product support.

     While we have no knowledge that we are infringing the proprietary rights of
any third party, there can be no assurance that such claims will not be asserted
in the future with respect to existing or future products. Any such
                                        9
<PAGE>   12

assertion by a third party could require us to pay royalties, to participate in
costly litigation, and to defend licensees in any such suit pursuant to
indemnification agreements, or to refrain from selling an alleged infringing
product or service. See "Factors that May Affect Future Results -- Dependence on
Proprietary Rights."

     Accufind(R), AccuTest(R), Mozart(R), SEEC Application Analyst(R), SEEC
Application Designer(R), and SEEC's name, logo, and the legends "Solutions for
Maximizing Information Resources" and "Shaping e-Legacies into e-Business" are
registered marks of the Company. Applications for U.S. and certain foreign
registrations of the marks SEEC DataBean(TM), SEEC Re-engineering Workbench(TM),
and SEEC Mosaic(TM) are pending.

EMPLOYEES

     As of March 31, 2001, we had 101 employees worldwide, including 24 in sales
and marketing, 32 in research and development, 7 in customer support, 22 in
professional services and 16 in corporate operations and administration. Our
continued success will depend, in part, upon our ability to hire and retain key
senior management and skilled technical, professional services and sales and
marketing personnel. The market for qualified personnel has historically been,
and we expect that it will continue to be, intensely competitive. None of our
employees is represented by a labor union or is subject to a collective
bargaining agreement. We have not experienced any work stoppages and consider
our relations with our employees to be good.

FACTORS THAT MAY AFFECT FUTURE RESULTS

     Volatility of Quarterly Operating Results. We have experienced, and expect
to continue to experience, significant fluctuations in our quarterly operating
results. There can be no assurance that we will be profitable in any particular
quarter. Quarterly operating results may fluctuate due to a variety of factors,
including the budgeting and purchasing practices of our customers, which affect
the volume and timing of product orders and solution engagements that we
receive, the timing or the announcement and introduction of new products and
product enhancements by us and our competitors, market acceptance of new
products, the mix of direct and indirect sales, the mix of license fee and
services revenues, the mix of training and consulting services within services
revenues, the number and timing of new hires, the loss of any key sales,
marketing or professional services personnel, the length of our sales cycles,
competitive conditions in the industry, and general economic conditions.

     We have historically recognized a significant portion of our revenues in
the last month of a quarter, with these revenues frequently concentrated in the
last week of a quarter. As a result, license fee revenue in any quarter is
substantially dependent on orders booked and shipped in the last month and last
week of that quarter. Further, our business is characterized by significant
customer concentration and relatively large projects. We have historically
operated with little or no backlog and, as a result, our revenues for a
particular quarter are generally dependent on orders received during that
quarter, including large orders. The failure to receive a large order in a given
quarter could materially and adversely affect our operating results for that
quarter. Our expenses are largely based upon anticipated revenue levels and
planned projects, and in the short term, it is unlikely that we would be able to
adjust spending to compensate for any unexpected shortfall in revenues.
Accordingly, the timing of product shipments or delivery of services, or the
level of progress on certain customer solution engagements, could cause
variations in operating results from period to period and could result in
quarterly losses if shipments are not made, if services delivery is delayed, or
if sufficient progress is not achieved on customer solution engagements within
the quarter anticipated. Due to the foregoing factors, we believe that
quarter-to-quarter comparisons of our financial results are not necessarily
meaningful and should not be relied upon as an indication of future performance.
Our ability to forecast future revenues is limited, and it is likely that in
some future quarters, our operating results will be below the expectations of
securities analysts and investors. In the event that operating results are below
expectations, or in the event that adverse conditions prevail or are perceived
to prevail generally or with respect to our business, operating results or
financial condition, the price of our Common Stock would likely be materially
and adversely affected. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

     Uncertainty of Current and Future Demand for New Solutions. We are
currently focusing our efforts on the marketing and sale of products and
solutions for accelerating the development and deployment of e-business

                                        10
<PAGE>   13

applications for specific industries, and for legacy transformation. e-Business
products and solutions accounted for 100% and 35% of revenues in fiscal 2001 and
2000, respectively. Conversely, our now-discontinued year 2000 products and
solutions accounted for 65% and 100% of revenues in fiscal 2000 and 1999,
respectively. Total revenues have declined from $11.1 million in fiscal 1999 to
$6.3 million in fiscal 2000 and $3.0 million in fiscal 2001 as we transitioned
from year 2000 to e-business-related products and solutions offerings. Although
we believe that the markets for our Mosaic Studio products and Mosaic eSolutions
will grow significantly, there can be no assurance that these markets will
develop to the extent that we anticipate. The lack of increased demand for such
products and solutions or an increase in competition in the market for such
products and solutions would have a material adverse effect on our operating
results and financial condition. In order to achieve sustained growth, we must
successfully market our new products and solutions. There can be no assurance
that we will be successful in generating revenues sufficient to achieve
profitable operations or sustained profitability.

     Ability to Manage Change and Rapid Growth. Over the last two fiscal years,
we experienced significant changes in our business, such as the acquisition of
Mozart Systems Corp., the development of new products and solutions, significant
revenue fluctuation, and expansion and contraction of operations. These changes
have placed, and are expected to continue to place, significant demands on our
management, operational and financial resources. Also, we have realigned our
direct sales force to focus on e-business solutions. The failure of the direct
sales force to perform as anticipated and to achieve their sales goals, or any
delay in achieving such goals, could have a material adverse effect on our
business, operating results and financial condition. Our future growth, should
it occur, may require us to manage a number of large projects in different
geographic locations. There can be no assurance that we will be able to do so
effectively. Our failure to do so could have a material adverse effect on our
business, operating results and financial condition. In addition, the
development of the market for products and solutions addressing e-business is
uncertain, unpredictable and subject to rapid change. Our failure to respond to
such changes and adapt our solutions and strategies accordingly could have a
material adverse effect on our business, operating results and financial
condition. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business."

     Ability to Address Technological Changes and Customer Requirements; New
Products and Solutions. Our future success will depend, in large part, on our
ability to enhance our current products and develop or acquire new products to
keep pace with evolving industry standards and technological developments, and
to provide additional functionality to address changing customer needs. This
will require, among other things, that we build interfaces with third-party
products and adapt to changing industry standards. There can be no assurance
that we will be successful in developing or acquiring product enhancements or
new products, that we can introduce such products or enhancements on a timely
basis, or that any such products or enhancements will be successful in the
marketplace. Any delay or failure on our part to develop or acquire products
that keep pace with evolving industry standards and technological developments
or provide additional functionality to address changing customer needs, could
have a material adverse effect on our business, operating results and financial
condition. In addition, there can be no assurance that such products or
enhancements will meet the requirements of the marketplace or achieve market
acceptance. Further, there can be no assurance that new technologies will not be
developed by one or more third parties that render our products and solutions
obsolete. See "Business -- Research and Development."

     Intense Competition. The market for our e-business software products and
solutions is intensely competitive and is characterized by rapid change in
technology and user needs and the frequent introduction of new products and
solutions. Many of our competitors are more established, benefit from greater
name recognition, and have substantially greater financial, technical and
marketing resources than we do. Additionally, there can be no assurance that our
competitors will not form joint ventures, business combinations or other
strategic alliances and develop or offer comprehensive e-business solutions that
further compete with our products and solutions. The announcement of such
developments, prior to release, may cause potential customers to delay their
purchasing decisions while they evaluate the new competitive products. Some of
our current or potential competitors also serve as sales channels for our
products and solutions and may elect to discontinue their sales efforts for our
products or solutions, or to commence or increase their promotional and sales
efforts for their own products and solutions. We believe that the principal
factors affecting competition in our markets include product performance and
reliability, product functionality, ease of use, training, ability to respond to
changing customer needs, quality

                                        11
<PAGE>   14

of support, and price. Other than technical expertise, there are no significant
proprietary or other barriers to entry that could keep potential competitors
from developing or acquiring similar products or providing competing solutions
in our market.

     Our ability to compete successfully in the sale of e-business software
products and solutions will depend in large part upon our ability to attract new
customers, sell products and solutions, expand our direct sales force and our
indirect sales and marketing channels, deliver and support product enhancements
to our existing and new customers, and respond effectively to continuing
technological change by developing new solutions and products. There can be no
assurance that we will be able to compete successfully in the future, or that
future competition for product sales and solutions or other competitive factors
will not have a material adverse effect on our business, operating results and
financial condition. See "Business -- Competition."

     Risks Related to Possible Acquisitions. We may acquire existing businesses,
products, and technologies to enhance and expand our line of e-business software
products and solutions, and to expand our customer base. Such acquisitions may
be material in size and in scope. There can be no assurance that we will be able
to identify, acquire, or profitably manage additional businesses or successfully
integrate any acquired businesses into SEEC without substantial expenses,
delays, or other operational or financial problems. Acquisitions involve a
number of special risks and factors, including increasing competition for
attractive acquisition candidates in our markets, the technological enhancement
and incorporation of acquired products into existing product lines and services,
the assimilation of the operations and personnel of the acquired companies,
failure to retain key personnel, adverse short-term effects on reported
operating results, the amortization of acquired intangible assets, the
assumption of undisclosed liabilities of any acquired companies, the failure to
achieve anticipated benefits such as cost savings and synergies, as well as the
diversion of management's attention during the acquisition and integration
process. Some or all of these special risks and factors may have a material
adverse impact on our business, operating results, and financial condition. We
do not have significant experience in the identification and management of
acquisitions, and the success of our acquisition strategy will depend on the
effective management of the foregoing risks and our ability to identify,
complete, and integrate strategic acquisitions on favorable terms.

     Potential for Product Liability. Our e-business software products and
solutions are often utilized to perform reengineering functions on
mission-critical components of our customers' information systems. The programs
and data contained in these systems are often necessary for the continuation of
the customer's business and are critical to the operations and financial
performance of the customer. Any failure of these systems could have a material
adverse effect upon our customers and could result in a claim for substantial
damages against us, regardless of our responsibility for such failure. In
connection with the license of our products and the sale of our services, we
attempt to contractually limit our liability for damages arising from negligent
acts, errors, mistakes or omissions. Despite this precaution, there can be no
assurance that the limitations of liability set forth in our customer contracts
would be enforceable or would otherwise protect us from liability for damages.
Additionally, we maintain general liability insurance coverage with limits of $1
million per occurrence and $1 million aggregate coverage and excess liability
insurance coverage with limits of $6 million per occurrence and $6 million
aggregate coverage. However, there can be no assurance that such coverage will
continue to be available on acceptable terms, or will be sufficient to cover one
or more large claims, or that the insurer will not disclaim coverage as to any
future claim. The successful assertion of one or more large claims against us
that exceed available insurance coverages, or changes in our insurance policies,
such as premium increases or the imposition of large deductible or co-insurance
requirements, could have a material adverse effect on our business, operating
results and financial condition.

     Risks Associated with Sales Channels. Our ability to achieve significant
revenue growth in the future will depend, in part, on our success in recruiting
and training sufficient direct sales personnel and expanding the number of
partners that utilize or market our products. Although we are currently
investing, and plan to continue to invest, significant resources to develop and
expand our direct sales force and expand our network of partners, we have at
times experienced, and may continue to experience, difficulty in recruiting
qualified personnel for our direct sales force and in entering into or
maintaining relationships with partners. There can be no assurance that we will
be able to maintain or successfully expand our direct sales force or network of
partners, or that any such expansion will result in an increase in revenue. Any
failure to expand our direct sales force or network of partners could have a
material adverse effect on our business, operating results and financial
condition. Our agreements
                                        12
<PAGE>   15

with our partners are generally non-exclusive, and some may be terminated by
either party without cause. Our partners are not within our control, are not
obligated to purchase products from us, and may also offer their own product
lines and solutions or represent or refer product lines or solutions offered by
our competitors. There can be no assurance that these partners will continue
their current relationships with us, or that they will not give higher priority
to the sale or referral of other products or solutions, including products or
solutions of our competitors. A reduction in sales efforts or discontinuance of
sales or referrals of our products by partners could lead to reduced sales and
could materially and adversely affect our business, operating results and
financial condition. Some of our current or potential competitors also serve as
sales channels for our solutions and may elect to discontinue their sales
efforts for our products or solutions, or to commence or increase promotional
and sales efforts for their own products and solutions.

     Our strategy of marketing our products directly to end users and indirectly
through partners may result in distribution channel conflicts. Our direct sales
efforts may compete with those of our indirect sales channels and, to the extent
that partners target the same customer, such partners may come into conflict
with each other. There can be no assurance that channel conflicts will not
materially and adversely affect our relationships with our customers or
partners, or our ability to attract additional partners.

     Reliance on Certain Relationships. We have established strategic
relationships with a number of organizations that we believe are important to
our worldwide sales, marketing and support activities. Our relationships with
our partners such as Satyam Computer Services, Ltd., SeeBeyond Technology Corp.,
and Unisys Corporation expand the distribution of our products. There can be no
assurance that our partners, many of which have significantly greater financial
and marketing resources than we do, will not develop or market software products
which compete with our products in the future, or will not otherwise discontinue
their relationships with or support of us. Our failure to maintain our existing
relationships or to establish new relationships in the future could have a
material adverse effect on our business, operating results and financial
condition.

     Dependence on Offshore Software Development. A significant element of our
business strategy is to continue to leverage our investment in SEEC Asia. We
believe that the use of this offshore software development center will provide
us with a potential cost advantage over some of our competitors. In the past,
India has experienced significant inflation and other economic difficulties and
has been subject to significant currency fluctuations. The Indian government has
exercised, and continues to exercise, significant influence over many aspects of
the Indian economy, and Indian government actions concerning the economy could
have a material adverse effect on private sector entities. During the past
several years, India's government has provided significant tax incentives and
relaxed certain regulatory restrictions in order to encourage foreign investment
in specified sectors of the economy, including the software development
industry. Certain of those benefits which have directly affected us include,
among others, tax holidays, liberalized import and export duties, and
preferential rules concerning foreign investment and repatriation.
Notwithstanding these benefits, however, India's central and state governments
remain significantly involved in the Indian economy as regulators. The
elimination of any of these benefits could have a material adverse effect on our
business, operating results and financial condition. Further, no assurance can
be given that we will not be materially and adversely affected by future changes
in inflation, interest rates, currency valuation, taxation, social stability or
other political, economic or diplomatic developments in or affecting India. See
"Business -- Research and Development."

     Risk of Doing Business in International Markets. In fiscal 2001, 2000, and
1999, 32%, 25%, and 27%, respectively, of our revenues were from international
customers. We expect that international revenues will continue to account for a
significant percentage of our revenues. We have operations in the United Kingdom
and India, and may expand our operations in other international markets. As a
result, we will be subject to a number of risks, including, among other things,
difficulties in administering our business globally, managing foreign
operations, currency fluctuation, restrictions against the repatriation of
earnings, export requirements and restrictions, and multiple and possibly
overlapping tax structures. In addition, we may from time to time experience a
decrease in sales in certain foreign countries as a result of general economic
conditions in such countries. These risks could have a material adverse effect
on our business, operating results and financial condition. In addition,
acceptance of our products in certain international markets may require
exclusive, time-consuming and costly modifications to our products to localize
the products for use in particular markets. Any earnings generated in countries
other than the United States may be permanently invested outside the United
                                        13
<PAGE>   16

States, or may be subject to considerable taxation if repatriated to the United
States. We may incur significant costs in foreign currencies to enhance our
marketing, sales and distribution in other countries. Accordingly, as a result
of currency fluctuations, the translation of foreign currencies into U.S.
dollars for accounting purposes could adversely affect our operating results.
Historically, our foreign currency translation adjustments have not been
significant. See notes 4 and 11 to the Consolidated Financial Statements for
additional information about foreign operations and export sales.

     Dependence on Key Personnel. Our success will depend, in part, upon our
ability to hire and retain key senior management and skilled technical,
professional services and sales and marketing personnel. In particular, our
operations, including our strategic direction, sales, and research and
development efforts, are dependent on Ravindra Koka, SEEC's President and Chief
Executive Officer. Although we believe we will be able to hire qualified
personnel, an inability to do so could materially and adversely affect our
ability to market, sell, develop and enhance our enterprise solutions and
products. The market for qualified personnel has historically been, and we
expect that it will continue to be, intensely competitive, and the process of
locating and hiring qualified personnel can be difficult, time-consuming and
expensive. Specifically, the demand for experienced Java project managers and
programmers is expected to continue to increase significantly over the next
several years.

     Many of our IT professionals are citizens of countries other than the
United States, with most of them working in the U.S. under H-1B temporary visas.
Under current law, there is a statutory limit on new H-1B visas that may be
issued in a given year. If we are unable to obtain H-1B visas for our employees
in sufficient quantities or at a sufficient rate for a significant period of
time, our business, operating results, and financial condition could be
materially and adversely affected. On October 17, 2000, the "American
Competitiveness in the Twenty-First Century Act" (the "Act") was signed into
law, and the annual H-1B visa quota for each of the years 2001, 2002 and 2003
was increased to 195,000. The annual quota reverts to 65,000 in fiscal year
2004. In addition, certain provisions of the Act make it likely that there will
not be any H-1B "black out periods" as there have been in the past. However, the
Act now permits permanent resident applicants to change employers under certain
conditions, which could adversely impact employee retention rates among the
Company's non-citizen/non-permanent resident consultants.

     We have been hiring, and intend to continue to hire, sales managers and
other key personnel. Our success will depend in part on the successful
assimilation and performance of these individuals. The loss of one or more of
our key employees, in particular, Mr. Koka, or our inability to hire and retain
other qualified employees could have a material adverse effect on our business,
operating results and financial condition. We have employment agreements with
certain key employees, including Mr. Koka, but do not maintain key man life
insurance on any of our employees.

     Dependence on Proprietary Rights. Our success is heavily dependent upon our
proprietary technology. We regard our enterprise solutions and software products
as proprietary and attempt to protect them under a combination of copyright,
trade secret and trademark laws, as well as by contractual restrictions on
employees and third parties. Despite these precautions, it may be possible for
unauthorized parties to copy our software or to reverse-engineer or otherwise
obtain and use information we regard as proprietary. We have no patents, and
existing trade secret and copyright laws provide only limited protection.
Certain provisions of our license and distribution agreements, including
"shrink-wrap" license agreements, which include provisions protecting against
unauthorized use, duplication, transfer and disclosure, may be unenforceable
under the laws of certain jurisdictions, and we are sometimes required to
negotiate limits on these provisions. Policing unauthorized use of our products
is difficult, and while we are unable to determine the extent to which piracy of
our software exists, software piracy is expected to be a persistent problem,
particularly in international markets and as a result of the growing use of the
Internet. Certain third parties may have the right to be provided with access to
the source code for certain of our products under a source code escrow agreement
with safeguards. Such access to source code may increase the possibility of
misappropriation or misuse of our software. Our close relationship with certain
third-party service providers increases the risk that such providers may attempt
to use our proprietary products and methodologies to develop their own solutions
that compete with ours. In addition, the laws of some foreign countries do not
protect our proprietary rights to the same extent as do the laws of the United
States. There can be no assurance that the steps that we have taken will be
adequate to deter misappropriation of proprietary information, or that we will
be able to detect unauthorized use and take appropriate steps to enforce our
                                        14
<PAGE>   17

intellectual property rights. In addition, our solutions depend, to a certain
extent, on our ability to build interfaces with third-party software products,
which are subject to the proprietary rights of such third parties. There can be
no assurance that such third parties will continue to support or update such
products, or that we will continue to have the access to such products necessary
to offer the interfaces as a component of our solutions.

     Significant and protracted litigation may be necessary to protect our
proprietary rights, to determine the scope of the proprietary rights of others,
or to defend against claims of infringement. We are not aware that any of our
products, trademarks or other proprietary rights infringe the proprietary rights
of third parties, and we are not currently involved in any litigation with
respect to proprietary rights. Infringement claims against software developers
are likely to increase as the number of functionally-similar products in the
market increases. There can be no assurance that third-party claims, with or
without merit, alleging infringement will not be asserted against us in the
future. Such assertions, whether with or without merit, can be time-consuming
and expensive to defend, and could require us to cease the use and sale of
infringing products, trademarks or technologies, to incur significant litigation
costs and expenses, to develop or acquire non-infringing technology, or to
obtain licenses to the alleged infringing technology. There can be no assurance
that we would be able to develop or acquire alternative technologies or to
obtain such licenses on commercially acceptable terms or at all, which could
have a material adverse effect on our business, operating results and financial
condition. See "Business -- Intellectual Property."

     Volatility of Stock Price. The market prices of technology companies,
including SEEC, have been highly volatile. The market price of our Common Stock
is likely to continue to be highly volatile and may increase or decrease
significantly as a result of factors such as actual or anticipated fluctuations
in our operating results, general conditions in the computer hardware and
software industries; announcements of new products, technological innovations or
new contracts by us or by our competitors; developments with respect to patents,
copyrights or proprietary rights; general market conditions; and other factors.
In addition, in recent years the stock market in general, and the shares of
technology companies in particular, have experienced extreme price fluctuations.
These broad market and industry fluctuations, over which we have no control, may
materially and adversely affect the market price of our Common Stock. In
addition, shortfalls in sales or earnings as compared with securities analysts'
expectations, changes in such analysts' recommendations or projections, and
general economic conditions may materially and adversely affect the market price
of our Common Stock.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

     Except for historical information contained herein, this Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, and we intend that such forward-looking
statements be subject to the safe harbors created thereby. Such forward-looking
statements involve risks and uncertainties and include, but are not limited to,
statements regarding future events and our plans and expectations. Our actual
results may differ materially from such statements. Factors that cause or
contribute to such differences include, but are not limited to, those discussed
above in "Factors That May Affect Future Results," as well as those discussed
elsewhere in this Form 10-K and the documents incorporated herein by reference.
Although we believe that the assumptions underlying our forward-looking
statements are reasonable, any of the assumptions could prove to be inaccurate
and, therefore, there can be no assurance that the results contemplated in such
forward-looking statements will be realized. In addition, as disclosed above
under "Factors That May Affect Future Results," our business and operations are
subject to substantial risks that increase the uncertainties inherent in the
forward-looking statements included in this Form 10-K. The inclusion of such
forward-looking information should not be regarded as a representation by us or
by any other person that the future events, plans or expectations contemplated
by us will be achieved.

                                        15
<PAGE>   18

ITEM 2.  PROPERTIES

     Our principal administrative, research and development, customer support,
and sales and marketing facilities are located in approximately 16,000 square
feet of office space located in the greater Pittsburgh metropolitan area. The
current lease agreement expires in February 2003. In addition, we lease office
space located in or near San Francisco and Chicago. We also lease office space
in London, England for our European operations and in Hyderabad, India for our
Asian operations. We will continue to periodically assess our requirements
regarding location, size, and types of facilities. We believe that we will be
able to obtain suitable additional space as needed.

ITEM 3.  LEGAL PROCEEDINGS

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                        16
<PAGE>   19

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     Our Common Stock is traded on the Nasdaq Stock Market under the symbol
"SEEC." The following table sets forth the range of high and low sale prices of
our Common Stock as reported on the Nasdaq Market for the periods indicated.

FISCAL YEARS ENDED MARCH 31,

<TABLE>
<CAPTION>
                                                              HIGH      LOW
                                                             ------    -----
<S>                                                          <C>       <C>
2000:
First quarter..............................................  $ 4.88    $3.50
Second quarter.............................................  $ 5.75    $3.25
Third quarter..............................................  $ 8.00    $3.00
Fourth quarter.............................................  $16.50    $5.03

2001:
First quarter..............................................  $13.13    $4.25
Second quarter.............................................  $ 5.50    $3.75
Third quarter..............................................  $ 4.13    $1.81
Fourth quarter.............................................  $ 4.06    $2.00
</TABLE>

     As of May 4, 2001, there were approximately 2,400 beneficial owners of our
Common Stock.

     We have never declared or paid cash dividends on our Common Stock and do
not anticipate paying any cash dividends in the foreseeable future. We currently
anticipate that we will retain future earnings, if any, to fund our operations.

                                        17
<PAGE>   20

ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                            YEAR ENDED MARCH 31,
                                               -----------------------------------------------
                                                2001      2000      1999      1998      1997
                                               -------   -------   -------   -------   -------
                                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                            <C>       <C>       <C>       <C>       <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues:
  Software license and maintenance fees......  $ 2,262   $ 3,821   $ 7,936   $10,397   $ 1,242
  Professional services......................      783     2,495     3,162     2,019     1,381
                                               -------   -------   -------   -------   -------
          Total revenues.....................    3,045     6,316    11,098    12,416     2,623
                                               -------   -------   -------   -------   -------
Operating expenses:
  Cost of revenues:
     Software license and maintenance fees...      455       560       813     1,434       252
       Professional services.................    1,073     1,659     2,195     1,685       983
                                               -------   -------   -------   -------   -------
          Total cost of revenues.............    1,528     2,219     3,008     3,119     1,235
  General and administrative.................    2,268     2,472     2,307     1,753       442
  Sales and marketing........................    4,437     5,402     5,303     4,342       999
  Research and development...................    1,799     1,825     1,302     1,105       428
  Amortization of goodwill and other
     intangible assets.......................      559       446       155        --        --
  Write-down of impaired assets..............    2,092        --        --        --        --
  Acquired in-process research and
     development.............................       --       531        --        --        --
                                               -------   -------   -------   -------   -------
          Total operating expenses...........   12,683    12,895    12,075    10,319     3,104
                                               -------   -------   -------   -------   -------
Income (loss) from operations................   (9,638)   (6,579)     (977)    2,097      (481)
Interest and other income, net...............    1,307     1,455     1,608       778        85
                                               -------   -------   -------   -------   -------
Income (loss) before income taxes............   (8,331)   (5,124)      631     2,875      (396)
Income tax provision (benefit)...............       --      (395)      225       365        --
                                               -------   -------   -------   -------   -------
Net income (loss)............................  $(8,331)  $(4,729)  $   406   $ 2,510   $  (396)
                                               =======   =======   =======   =======   =======
Net income (loss) per common share:
  Basic......................................  $ (1.37)  $  (.79)  $   .07   $   .49   $  (.13)
  Diluted....................................  $ (1.37)  $  (.79)  $   .07   $   .46   $  (.13)
Weighted average number of common and common
  equivalent shares outstanding:
  Basic......................................    6,089     5,986     5,954     5,145     3,037
  Diluted....................................    6,089     5,986     6,122     5,417     3,037
</TABLE>

<TABLE>
<CAPTION>
                                                               AS OF MARCH 31,
                                               -----------------------------------------------
                                                2001      2000      1999      1998      1997
                                               -------   -------   -------   -------   -------
                                                               (IN THOUSANDS)
<S>                                            <C>       <C>       <C>       <C>       <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term
  investments................................  $20,345   $26,202   $30,901   $30,829   $12,799
Working capital..............................   19,880    25,355    31,764    32,056    13,151
Total assets.................................   22,722    31,946    36,008    39,241    14,058
Total shareholders' equity...................   21,220    29,597    33,242    34,024    12,344
</TABLE>

                                        18
<PAGE>   21

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

        OVERVIEW

     SEEC, Inc. (the "Company" or "SEEC") provides solutions for building
flexible e-business applications while retaining and enhancing the ongoing value
of our customers' existing systems. While taking full advantage of the benefits
of current systems that continue to serve important business functions, we
create composite e-business applications that combine the valuable pieces of the
customer's current back-end systems with new component-based e-business
architecture. This approach reduces both deployment time and risk of failure by
reusing the mission-critical business rules locked within existing applications.
With its flexible architecture, scalability and short deployment time, SEEC's
solution addresses the full range of system understanding, business rule mining,
composite applications and Web enablement.

     SEEC was founded in 1988 to develop tools and solutions for reengineering
of legacy COBOL applications. In 1992, we commercially introduced our first
product, COBOL Analyst. From 1992 to 1999, we devoted significant resources to
developing our proprietary suite of products for COBOL reengineering, including
products for year 2000 impact analysis, continually enhancing and building upon
our COBOL Analyst product line. Through 1999, organizations used SEEC's
solutions extensively for year 2000 remediation and testing, legacy system
maintenance, and legacy system reengineering. In fiscal 2000, we acquired Mozart
Systems Corporation and its line of Web-enablement products. We have integrated
Mozart's technology with SEEC's core technology to introduce SEEC Mosaic Studio
and SEEC Mosaic eSolutions, a comprehensive system transformation toolkit that
was brought to market in fiscal 2001. We have also developed vertical industry
solutions that include function-specific application components and activation
services for rapid deployment of customized applications in industries such as
insurance and health care. Organizations are now employing our solutions using
our flexible, easy-to-change application architecture to automate their core
business processes for system understanding, business rule mining, composite
applications and Web enablement.

     Our customer base consists primarily of large and medium-sized
organizations including corporations, third-party information technology ("IT")
service providers, higher education institutions, non-profit entities and
governmental agencies. We derive our revenues from software license and
maintenance fees and professional services fees. Our software is licensed
primarily to Fortune 1000 companies, governmental organizations and third-party
service providers. Professional services are provided to customers in
conjunction with the license of software products. Our enterprise solutions and
software products and services are marketed through a broad range of
distribution channels, including direct sales to end users, and to end users in
conjunction with our partners.

                                        19
<PAGE>   22

RESULTS OF OPERATIONS

     The following table sets forth the percentage of total revenues represented
by certain income and expense items.

<TABLE>
<CAPTION>
                                                               YEAR ENDED MARCH 31,
                                                              ----------------------
                                                              2001     2000     1999
                                                              ----     ----     ----
<S>                                                           <C>      <C>      <C>
REVENUES:
  Software license and maintenance fees.....................    74%      60%     71%
  Professional services.....................................    26       40      29
                                                              ----     ----     ---
     Total revenues.........................................   100      100     100
                                                              ----     ----     ---
OPERATING EXPENSES:
  Cost of revenues:
       Software license and maintenance fees................    15        9       7
       Professional services................................    35       26      20
                                                              ----     ----     ---
     Total cost of revenues.................................    50       35      27
  General and administrative................................    75       39      21
  Sales and marketing.......................................   146       86      48
  Research and development..................................    59       29      12
  Amortization of goodwill and other intangible assets......    18        7       1
  Write-down of impaired assets.............................    69       --      --
  Acquired in-process research and development..............    --        8      --
                                                              ----     ----     ---
     Total operating expenses...............................   417      204     109
                                                              ----     ----     ---
Loss from operations........................................  (317)    (104)     (9)
Interest and other income, net..............................    43       23      15
                                                              ----     ----     ---
Income (loss) before income taxes...........................  (274)     (81)      6
Income tax provision (benefit)..............................    --       (6)      2
                                                              ----     ----     ---
Net income (loss)...........................................  (274)%    (75)%     4%
                                                              ====     ====     ===
</TABLE>

COMPARISON OF FISCAL YEARS ENDED MARCH 31, 2001 AND MARCH 31, 2000

     Revenues. Total revenues for fiscal 2001 were $3,045,000 compared to
$6,316,000 for fiscal 2000, a decrease of $3,271,000 or 52%. Software license
and maintenance fees were $2,262,000 for fiscal 2001 compared to $3,821,000 for
fiscal 2000, a decrease of $1,559,000 or 41%. Professional services revenues,
consisting of consulting, training, and legacy system transformation services
fees, were $783,000 in fiscal 2001 compared to $2,495,000 in fiscal 2000, a
decrease of $1,712,000 or 69%. Most of our revenues in the first three quarters
of fiscal 2000 were derived from sales of year 2000 products and solutions, and
the decreases experienced were a result of the rapid decline in worldwide demand
for year 2000 solutions immediately following December 31, 1999. Since that
date, substantially all of our revenues have been generated from sales of our
Web-enablement and legacy system transformation solutions (collectively,
"e-business" solutions).

     Cost of Revenues. Cost of revenues includes cost of software license and
maintenance fees and cost of professional services. Cost of revenues consists
primarily of personnel costs of employees or subcontracted personnel required to
provide consulting, training, on-site or in-house factory services, and customer
support services. Our total cost of revenues was $1,528,000 for fiscal 2001,
compared to $2,219,000 for fiscal 2000, a decrease of $691,000 or 31%. The
decrease in cost of revenues was associated with the decline in revenues, as
discussed above. This decline was partially offset by increased costs related to
Web-enablement and legacy transformation products and services. Total costs of
revenues did not decrease in the same proportion as did revenues between
periods, primarily due to the inherent costs of under-utilized professional
staff.

     Cost of software license and maintenance fees includes the expenses for
providing customer support services, royalties, third-party software sold, and,
to a lesser degree, the expenses of media, manuals, duplication and shipping
related to sales of certain of our software products. Customer support services
("maintenance")

                                        20
<PAGE>   23

include telephone or online (Internet) technical assistance and periodic
software upgrades provided to customers who have purchased maintenance in
conjunction with a software license purchases. Cost of software license and
maintenance fees was $455,000 for fiscal 2001 compared to $560,000 for fiscal
2000, a decrease of $105,000 or 19%. With customers having completed their year
2000 remediation projects, customer support costs declined with a fall in
maintenance contract renewals, which was partially offset by increases in costs
related to sales of e-business products. The cost reductions were primarily in
the areas of customer support personnel costs and a royalty charge in fiscal
2000 for third-party software sold, a cost not incurred in fiscal 2001.

     Professional services costs consist primarily of compensation and related
benefits, and travel and equipment for our personnel responsible for providing
consulting and training services to customers. Costs of temporary or
subcontracted labor may also be included, if such labor is required to meet the
demands of providing services. Professional services costs were $1,073,000 for
fiscal 2001 compared to $1,659,000 for fiscal 2000, a decrease of $586,000 or
35%. This decrease was primarily attributable to reductions in personnel costs,
both in-house and subcontracted, and is related to the decline in demand for
year 2000-related services, which was partially offset by an increase in demand
for services related to e-business solutions. Due to the under-utilization of
professional staff, total costs of professional services did not decrease at the
same rate as services revenues between periods.

     Gross Margins. Our total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 50% for fiscal 2001 compared to 65%
for fiscal 2000. Gross margin percentages were 80% and 85% for software license
and maintenance fees, and (37%) and 34% for professional services, for fiscal
2001 and 2000, respectively.

     The gross margin percentages for software license and maintenance fees are
impacted by the proportion of customer support services costs to the amount of
software license and maintenance fees generated in a given period. Also, these
percentages fluctuate depending on the mix of software products and the varying
royalty expenses, if any, associated with those products. The gross margin
percentage for software license and maintenance fees was lower in fiscal 2001
than in fiscal 2000 due primarily to the decrease in these fees, which declined
by a proportionately greater percentage than the decrease in customer support
costs.

     The gross margin percentages for professional services vary depending on
the utilization rates for billable consultants, the timing and amount of costs
incurred for recruiting and training services consultants, and the type of
services provided. The gross margin percentage in fiscal 2001 was lower than in
fiscal 2000 due to the decrease in professional services revenues, with the
corresponding lower utilization rates of our billable consultants.

     Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related taxes and benefits of our sales,
sales support, and marketing personnel, plus the costs of travel, advertising,
and other promotional activities. Sales and marketing expenses were $4,437,000
for fiscal 2001 compared to $5,402,000 for fiscal 2000, a decrease of $965,000
or 18%. The decrease is primarily due to lower marketing expenditures, changes
in the sales organization, and a decrease in sales commissions expense
commensurate with the reduction in revenues between the two periods. We incurred
higher expenses for advertising and promotion in fiscal 2000 in conjunction with
the launch of our e-business solutions. Also, the sales organization was
restructured after the third quarter of fiscal 2000, with the resultant cost
reductions reflected in the full fiscal 2001 period.

     General and Administrative. General and administrative expenses include the
costs of general management, finance, legal, accounting, investor relations,
office facilities and other administrative functions. General and administrative
expenses were $2,268,000 for fiscal 2001 compared to $2,472,000 for fiscal 2000,
a decrease of $204,000 or 8%. This decrease was primarily due to cost savings
associated with the closing of our office in Germany and other ongoing efforts
to reduce general expenses.

     Research and Development. Total expenditures for research and development
were $1,799,000 in fiscal 2001 compared to $1,825,000 in fiscal 2000, a decrease
of $26,000 or 1%. The decrease was primarily the result of the elimination of
outside consulting costs related to a completed development project. The
reduction was largely offset by the effect of a full year of costs for Mozart
personnel in fiscal 2001 compared to eight months of such costs in fiscal 2000.
Mozart was acquired in the second quarter of fiscal 2000.

                                        21
<PAGE>   24

     Amortization of Goodwill and Other Intangible Assets. Goodwill and other
intangible assets are amortized over their estimated useful lives of five to
seven years. Amortization of goodwill and other intangible assets amounted to
$559,000 in fiscal 2001 compared to $446,000 in fiscal 2000, an increase of
$113,000 or 25%. The increase was attributable to a full year of amortization of
intangible assets added with the August 1999 acquisition of Mozart in fiscal
2001, compared to eight months of such costs in fiscal 2000. See Note 2 to the
Consolidated Financial Statements.

     Write-Down of Impaired Assets. We incurred non-cash charges amounting to
$2,092,000 in fiscal 2001, based principally on an impairment test of intangible
assets acquired with the Company's August 1999 purchase of Mozart, as described
in Note 3 to the Consolidated Financial Statements. The value of acquired
goodwill and other intangible assets is deemed impaired and charged to
operations if expected future cash flows of the related assets are less than
their carrying values. We did not incur any such charges in fiscal 2000.

     Acquired In-Process Research and Development. We recorded a one-time charge
of $531,000 during fiscal 2000 in connection with the acquisition of Mozart, as
described in Note 2 to the Consolidated Financial Statements. We did not incur
any such charges in fiscal 2001. The value of acquired research and development
projects is charged to expense when, in management's opinion, the projects have
not reached technological feasibility and have no probable alternative future
use.

     Interest and Other Income, Net. Interest and other income, net consists
principally of interest income on cash equivalents and short-term investments,
which are comprised primarily of money market funds and high-grade bonds and
bond funds with average maturities of less than two years. Interest and other
income, net was $1,307,000 in fiscal 2001, compared to $1,455,000 in fiscal
2000, a decrease of $148,000 or 10%. Despite the positive impact of higher
average interest rates on invested cash, the effects of the decrease in cash
balances and, to a lesser extent, the realized losses on short-term bond
investments, combined to reduce interest and other income, net between fiscal
2000 and fiscal 2001. Cash balances have been used to fund operations and for
stock repurchases.

     Income Taxes. An income tax benefit of $395,000 was recorded for fiscal
2000, resulting in an effective tax rate of 8%. No income tax provision or
benefit was recorded for fiscal 2001. In fiscal 2000 and 2001, we calculated a
net deferred tax asset, which was offset by a valuation allowance due to the
uncertainty of realization of our net operating loss carryforwards. The
valuation allowance reduced the tax benefit calculated on the net operating
losses incurred in both years. See Note 11 to the Consolidated Financial
Statements.

COMPARISON OF FISCAL YEARS ENDED MARCH 31, 2000 AND MARCH 31, 1999

     Revenues. Total revenues for fiscal 2000 were $6,316,000 compared to
$11,098,000 for fiscal 1999, a decrease of $4,782,000, or 43%. Software license
and maintenance fees were $3,821,000 for fiscal 2000 compared to $7,936,000 for
fiscal 1999, a decrease of $4,115,000 or 52%. Professional services revenues,
consisting of consulting, training, and legacy system transformation services
fees, were $2,495,000 in fiscal 2000 compared to $3,162,000 in fiscal 1999, a
decrease of $667,000 or 21%. The decreases in revenues resulted primarily from a
slowdown in worldwide demand for year 2000 tools and solutions, which was
partially offset by increasing sales of Web-enablement and legacy transformation
solutions that were introduced in fiscal 2000, including Mozart products and
services.

     Cost of Revenues. Cost of revenues includes cost of software license and
maintenance fees and cost of professional services. Cost of revenues consists
primarily of personnel costs of employees or subcontracted personnel required to
provide consulting, training, on-site or in-house factory services, and customer
support services. Our total cost of revenues was $2,219,000 for fiscal 2000,
compared to $3,008,000 for fiscal 1999, a decrease of $789,000 or 26%. The
decrease in cost of revenues was associated with the decline in demand for year
2000 solutions. This decline was partially offset by increased costs related to
Web-enablement and legacy transformation products and services.

     Cost of software license and maintenance fees includes the costs of
providing customer support services, royalty expenses, and the costs of media,
manuals, duplication and shipping related to the sales of our software products.
Customer support is primarily telephone or online (Internet) support for
customers who have purchased

                                        22
<PAGE>   25

maintenance in conjunction with software license purchases. Cost of software
license and maintenance fees was $560,000 for fiscal 2000 compared to $813,000
for fiscal 1999, a decrease of $253,000 or 31%. The cost of software license and
maintenance fees decreased with the declining demand for year 2000 products and
solutions, which was partially offset by increases in costs related to sales of
e-business products. The cost reductions were primarily in the areas of customer
support personnel costs and royalties paid to third parties. Customer support
costs declined with a fall in maintenance contract renewals, with customers
having completed their year 2000 remediation projects.

     Professional services costs consist primarily of compensation and related
costs, and travel and equipment for our personnel responsible for providing
consulting, training, and reengineering services to customers. Also included are
the costs of temporary or subcontracted labor required at times to meet the
demands of providing services, particularly on large contracts. Professional
services costs were $1,659,000 for fiscal 2000 compared to $2,195,000 for fiscal
1999, a decrease of $536,000 or 24%. This decrease was primarily attributable to
the decline in demand for year 2000-related services, which was partially offset
by an increase in demand for services related to e-business solutions. Personnel
cost reduction, the majority of which was subcontracted labor, was the primary
cause of the overall decrease in professional services costs.

     Gross Margins. Our total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 65% for fiscal 2000 compared to 73%
for fiscal 1999. Gross margin percentages were 85% and 90% for software license
and maintenance fees, and 34% and 31% for professional services, for fiscal 2000
and 1999, respectively.

     The gross margin percentages for software license and maintenance fees
fluctuate depending on the mix of software products and the varying royalty
expenses, if any, associated with those products. Also, these percentages are
impacted by the proportion of customer support services costs to the amount of
software license and maintenance fees generated in a given period. The gross
margin percentages for software license and maintenance fees were lower in
fiscal 2000 than in fiscal 1999 due to a higher proportion of the customer
support service costs to revenues, largely due to the decrease in total
revenues.

     The gross margin percentages for professional services vary depending on
the utilization rates for billable consultants, the timing and amount of costs
incurred for recruiting and training services consultants, and the type of
services provided. Relatively highly-automated in-house factory services
typically require fewer consultant hours to perform and result in higher gross
margin percentages than other services provided at the customers' sites. Our
pricing for professional services varies based on the complexity and scope of
the engagement, and competitive considerations.

     Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related benefits of our sales, sales
support, and marketing personnel, plus the costs of travel, advertising, and
other promotional activities. Sales and marketing expenses were $5,402,000 for
fiscal 2000 compared to $5,303,000 for fiscal 1999, an increase of $99,000 or
2%. The net increase in sales and marketing expenses consisted of an increase in
marketing expense and a decrease in sales expense. The increase in marketing
expense was due to our investments in advertising and promotional campaigns in
conjunction with the launch of our e-business solutions. The decrease in sales
expense resulted from lower commissions and incentive bonuses due to lower sales
revenues, as well as a reduction in sales staffing.

     General and Administrative. General and administrative expenses include the
costs of general management, finance, legal, accounting, office facilities,
communications, and other administrative functions. General and administrative
expenses were $2,472,000 for fiscal 2000 compared to $2,307,000 for fiscal 1999,
an increase of $165,000 or 7%. This increase is primarily due to additional
expenses related to the operation of Mozart, and charges associated with the
closing of our office in Germany, partially offset by reduced expenses in other
areas resulting from our cost-containment efforts.

     Research and Development. Total expenditures for research and development
were $1,825,000 in fiscal 2000 compared to $1,302,000 in fiscal 1999, an
increase of $523,000 or 40%. This increase was due to costs of development of
additional legacy transformation solutions, and research and development
personnel and related expenses added in connection with the acquisition of
Mozart. Expenditures for research and development vary

                                        23
<PAGE>   26

depending upon the number of projects underway at any time, the size of the
projects, and their stage of development.

     Amortization of Goodwill and Other Intangible Assets. Goodwill and other
intangible assets are amortized over their estimated useful lives of five to
seven years. Amortization of goodwill and other intangible assets amounted to
$446,000 in fiscal 2000 compared to $155,000 in fiscal 1999, an increase of
$291,000 or 188%. The increase was due to amortization of intangible assets
acquired in the August 1999 purchase of Mozart, as described in Note 2 to the
Consolidated Financial Statements.

     Acquired In-Process Research and Development. We recorded a one-time charge
of $531,000 during fiscal 2000 in connection with the acquisition of Mozart, as
described in Note 2 to the Consolidated Financial Statements. The value of
acquired research and development projects is charged to expense when, in
management's opinion, the projects have not reached technological feasibility
and have no probable alternative future use. We did not incur any such charges
in fiscal 1999.

     Interest and Other Income, Net. Interest and other income, net consists
principally of interest income on cash equivalents and short-term investments,
which are invested in money market funds and high-grade bonds and bond funds.
Interest and other income, net was $1,455,000 in fiscal 2000, compared to
$1,608,000 in fiscal 1999, a decrease of $153,000 or 10%. The decrease in
interest and other income, net was due to a reduction in cash equivalents and
short-term investments resulting from the use of cash for the Mozart
acquisition, to fund operations, and for purchases of property and equipment.
The effect of the reduced cash balances was partially offset by higher interest
rates during fiscal 2000.

     Income Taxes. The income tax provision (benefit) was $(395,000) and
$225,000 for fiscal 2000 and 1999, respectively, resulting in effective tax
rates of 8% and 36%, respectively. In fiscal 2000, we calculated a net deferred
tax asset, which was offset by a valuation allowance due to the uncertainty of
realization of our net operating loss carryforwards. The valuation allowance
reduced the tax benefit calculated on the net operating loss incurred in fiscal
2000. See Note 11 to the Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2001, the balance of our cash, cash equivalents, and
short-term investments was $20.3 million compared to $26.2 million at March 31,
2000. Our working capital totaled $19.9 million and $25.4 million at March 31,
2001 and 2000, respectively. Our cash flows have been used primarily for general
operating expenses, to purchase equipment, furniture and leasehold improvements,
to fund internal research and development, and to fund two business
acquisitions.

     Our primary investing activities in fiscal 2001 consisted of net sales of
short-term investments of $3,493,000. In fiscal 2000 and 1999, we paid
$2,271,000 and $1,036,000, respectively, net of cash acquired, in connection
with two acquisitions, as described in Note 2 to the Consolidated Financial
Statements. Our financing activities in fiscal 2001, 2000 and 1999 included the
purchase of our Common Stock for $339,000, $135,000 and $1,302,000,
respectively, under the stock repurchase program described in Note 8 to the
Consolidated Financial Statements.

     Our cash balances may be used to develop or expand domestic and
international sales and marketing efforts, to establish additional facilities,
to hire additional personnel, for increased research and development, for
capital expenditures, and for working capital and other general corporate
purposes. We may also utilize cash to develop or acquire other businesses,
products or technologies complementary to our current business. The amounts
actually expended for each such purpose may vary significantly and are subject
to change at our discretion, depending upon certain factors, including economic
or industry conditions, changes in the competitive environment, and strategic
opportunities that may arise. We believe that cash flows from operations and the
current cash balances will be sufficient to meet our liquidity needs for the
foreseeable future. In the longer term, we may require additional sources of
capital to fund future growth. Such sources of capital may include additional
equity offerings or debt financings.

                                        24
<PAGE>   27

IMPACT OF INFLATION

     Increases in the inflation rate are not expected to materially affect our
operating results. Inflationary cost increases have not been material in recent
years, and to the extent allowed in light of competitive pressures, such
increases are passed on to customers through increased billing rates.

FOREIGN CURRENCY TRANSLATION

     The overall effects of foreign currency exchange rates on our business
during the periods discussed have not been material. Movements in foreign
currency exchange rates create a degree of risk to our operations if those
movements affect the dollar value of costs incurred in foreign currencies. The
majority of our billings to date have been denominated in U.S. dollars. Changing
currency exchange rates may affect our competitive position if exchange rate
changes impact profitability and business and/or pricing strategies of non-U.S.
based competitors.

     The functional currency of our foreign subsidiaries is the U.S. dollar.
Assets and liabilities of these subsidiaries are translated at the current
exchange rate at the balance sheet date. Expenses are translated using the
average exchange rate during the period.

SEASONALITY

     Our operations are not affected by seasonal fluctuations. Our cash flows
may at times fluctuate due to the timing of cash receipts from large individual
sales.

OTHER

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities and requires all derivatives to be recorded
on the balance sheet at fair value. SFAS No. 133, as amended, is effective for
years beginning after June 15, 2000. To date, we have not engaged in derivative
and hedging activities, and accordingly, the adoption of SFAS No. 133 is not
expected to have a material impact on our results of operations, financial
position or cash flows.

     In March 2000, the FASB issued FASB Interpretation No. ("FIN") 44,
"Accounting for Certain Transactions Involving Stock Compensation - an
Interpretation of APB Opinion No. 25." FIN 44 primarily clarifies the definition
of an employee for purposes of applying APB No. 25, the criteria for determining
whether a plan qualifies as a noncompensatory plan, the accounting consequences
of various modifications to the terms of previously fixed stock option awards,
and the accounting for an exchange of stock compensation awards in a business
combination. The application of FIN 44 did not have a significant impact on our
results of operations, financial position or cash flows.

                                        25
<PAGE>   28

ITEM 7A.  MARKET RISK

     Interest Rate Risk. Our exposure to market rate risk for changes in
interest rates relates primarily to our cash equivalent investments. We have not
used derivative financial instruments. We invest our excess cash in short-term,
floating-rate instruments that carry a degree of interest rate risk. These
instruments may produce less income than expected if interest rates fall.
Conversely, if interest rates rise, the market value of our fixed-income
investments will likely be negatively impacted.

     Foreign Currency Risk. As of March 31, 2001, we had operating subsidiaries
located in the United Kingdom and India. We are exposed to foreign currency
exchange rate fluctuations as the financial results of our foreign subsidiaries
are translated into U.S. dollars in consolidation. As exchange rates vary, these
results, when translated, may vary from expectations and adversely impact
overall profitability. We maintain only nominal foreign currency cash balances,
consisting of working funds necessary to facilitate the short-term operations of
our subsidiaries. At March 31, 2001 we did not hold any material
foreign-denominated financial instruments or contracts, and we have not entered
into foreign currency hedge transactions. The effect of foreign exchange rate
fluctuations on our financial position or results of operations has not been,
and is not expected to be, material in the foreseeable future.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See Item 14 below and the index therein for a listing of financial
statements and supplementary data filed as part of this report.

                                        26
<PAGE>   29

                                   SEEC, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              -----
<S>                                                           <C>
Report of Independent Certified Public Accountants..........     28
Consolidated Balance Sheets.................................     29
Consolidated Statements of Operations.......................     30
Consolidated Statements of Changes in Shareholders'
  Equity....................................................     31
Consolidated Statements of Cash Flows.......................     32
Notes to Consolidated Financial Statements..................  33-44
</TABLE>

                                        27
<PAGE>   30

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and
Board of Directors
SEEC, Inc.
Pittsburgh, Pennsylvania

     We have audited the accompanying consolidated balance sheets of SEEC, Inc.
and subsidiaries as of March 31, 2001 and 2000, and the related consolidated
statements of operations, changes in shareholders' equity, and cash flows for
each of the three years in the period ended March 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of SEEC, Inc. and
subsidiaries as of March 31, 2001 and 2000, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended March 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

                                          BDO Seidman, LLP

Boston, Massachusetts
May 24, 2001

                                        28
<PAGE>   31

                                   SEEC, INC.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       MARCH 31,
                                                              ---------------------------
                                                                  2001           2000
                                                              ------------    -----------
<S>                                                           <C>             <C>
                           ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $ 16,049,397    $18,404,429
  Short-term investments (Note 5)...........................     4,295,952      7,797,247
  Accounts receivable -- trade, less allowance for doubtful
     accounts of $75,000 and $100,000 at March 31, 2001 and
     2000, respectively (Notes 4 and 14)....................       539,682      1,018,740
  Prepaid expenses and other current assets.................       497,011        483,486
                                                              ------------    -----------
     Total current assets...................................    21,382,042     27,703,902
PROPERTY AND EQUIPMENT, NET (Note 6)........................       969,476      1,135,299
GOODWILL AND OTHER INTANGIBLE ASSETS, LESS
  ACCUMULATED AMORTIZATION of $491,728 and $601,527 at March
     31, 2001 and 2000, respectively (Notes 2 and 3)........       370,504      3,106,422
                                                              ------------    -----------
                                                              $ 22,722,022    $31,945,623
                                                              ============    ===========
            LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable-- trade..................................  $    508,849    $   584,497
  Accrued payroll, related taxes and withholdings...........       356,261        717,959
  Other accrued expenses....................................       284,920        444,264
  Deferred maintenance revenues.............................       303,966        554,402
  Income taxes payable (Note 11)............................        48,088         47,583
                                                              ------------    -----------
     Total current liabilities..............................     1,502,084      2,348,705
                                                              ------------    -----------
COMMITMENTS AND CONTINGENCIES (Notes 10 and 13)
SHAREHOLDERS' EQUITY (Notes 8, 9 and 10):
  Preferred stock-- no par value; 10,000,000 shares
     authorized; none outstanding
  Common stock -- $.01 par value; 20,000,000 shares
     authorized; 6,309,187 issued at March 31, 2001 and
     2000, respectively.....................................        63,092         63,092
  Additional paid-in capital................................    34,578,425     34,576,688
  Accumulated deficit.......................................   (12,548,380)    (4,130,409)
  Less treasury stock, at cost-- 205,495 and 194,115 shares
     at March 31, 2001 and 2000, respectively...............      (903,184)      (864,521)
  Accumulated other comprehensive income (loss).............        29,985        (47,932)
                                                              ------------    -----------
     Total shareholders' equity.............................    21,219,938     29,596,918
                                                              ------------    -----------
                                                              $ 22,722,022    $31,945,623
                                                              ============    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        29
<PAGE>   32

                                   SEEC, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                YEAR ENDED MARCH 31,
                                                      -----------------------------------------
                                                         2001           2000           1999
                                                      -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>
REVENUES (Note 4):
  Software license and maintenance fees.............  $ 2,261,509    $ 3,821,258    $ 7,935,642
  Professional services.............................      783,093      2,494,547      3,162,865
                                                      -----------    -----------    -----------
          Total revenues............................    3,044,602      6,315,805     11,098,507
                                                      -----------    -----------    -----------
OPERATING EXPENSES:
  Cost of revenues:
     Software license and maintenance fees..........      454,548        559,736        813,455
     Professional services..........................    1,072,726      1,659,450      2,195,028
                                                      -----------    -----------    -----------
          Total cost of revenues....................    1,527,274      2,219,186      3,008,483
  General and administrative (Note 13)..............    2,268,043      2,472,226      2,306,386
  Sales and marketing...............................    4,437,338      5,401,179      5,303,120
  Research and development..........................    1,799,150      1,825,765      1,302,391
  Amortization of goodwill and other intangible
     assets (Note 2)................................      558,783        445,637        155,436
  Write-down of impaired assets (Notes 2 and 3).....    2,092,333             --             --
  Acquired in-process research and development (Note
     2).............................................           --        531,100             --
                                                      -----------    -----------    -----------
     Total operating expenses.......................   12,682,921     12,895,093     12,075,816
                                                      -----------    -----------    -----------
LOSS FROM OPERATIONS................................   (9,638,319)    (6,579,288)      (977,309)
INTEREST AND OTHER INCOME, NET (Note 7).............    1,307,701      1,455,457      1,608,419
                                                      -----------    -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES...................   (8,330,618)    (5,123,831)       631,110
INCOME TAX PROVISION (BENEFIT) (Note 11)............           --       (395,000)       225,000
                                                      -----------    -----------    -----------
NET INCOME (LOSS)...................................  $(8,330,618)   $(4,728,831)   $   406,110
                                                      ===========    ===========    ===========
Basic and diluted net income (loss) per common share
  (Note 12):........................................  $     (1.37)   $     (0.79)   $      0.07
                                                      ===========    ===========    ===========
Weighted average number of common and common
  equivalent shares outstanding:
     Basic..........................................    6,089,329      5,986,425      5,954,472
                                                      ===========    ===========    ===========
     Diluted........................................    6,089,329      5,986,425      6,122,111
                                                      ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        30
<PAGE>   33

                                   SEEC, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                   YEARS ENDED MARCH 31, 1999, 2000 AND 2001

<TABLE>
<CAPTION>
                                COMMON STOCK                       RETAINED                    ACCUMULATED
                             -------------------   ADDITIONAL      EARNINGS                       OTHER           TOTAL
                             NUMBER OF               PAID-IN     (ACCUMULATED    TREASURY     COMPREHENSIVE   SHAREHOLDERS'
                              SHARES     AMOUNT      CAPITAL       DEFICIT)        STOCK      INCOME (LOSS)       EQUITY
                             ---------   -------   -----------   ------------    --------     -------------   -------------
<S>                          <C>         <C>       <C>           <C>            <C>           <C>             <C>
Balance -- March 31,
  1998.....................  6,076,546   $60,765   $33,566,408   $    382,047   $        --     $ 14,316       $34,023,536
Comprehensive income:
  Net income for year......         --        --            --        406,110            --           --                --
  Unrealized gains on
    investments, net of
    taxes..................         --        --            --             --            --        6,013                --
  Total comprehensive
    income.................         --        --            --             --            --           --           412,123
Exercise of stock options
  (Note 9).................      7,601        77        10,388             --            --           --            10,465
Purchase of common stock
  for treasury (Note 8)....         --        --            --             --    (1,302,496)          --        (1,302,496)
Shares issued under
  employee stock purchase
  plan (Note 9)............         --        --            --        (21,588)      120,000           --            98,412
                             ---------   -------   -----------   ------------   -----------     --------       -----------
Balance -- March 31,
  1999.....................  6,084,147    60,842    33,576,796        766,569    (1,182,496)      20,329        33,242,040
Comprehensive income:
  Net loss for year........         --        --            --     (4,728,831)           --           --                --
  Unrealized losses on
    investments, net of
    taxes..................         --        --            --             --            --      (68,261)               --
  Total comprehensive
    loss...................         --        --            --             --            --           --        (4,797,092)
Shares issued for
  acquisition (Note 2).....    222,222     2,222       997,778                                                   1,000,000
Purchase of common stock
  for treasury (Note 8)....         --        --            --             --      (135,356)          --          (135,356)
Exercise of stock options
  (Note 9).................      2,818        28         2,289        (96,538)      196,651           --           102,430
Shares issued under
  employee stock purchase
  plan (Note 9)............         --        --            --        (46,600)      231,496           --           184,896
Exercise of warrants (Note
  10)......................         --        --          (175)       (25,009)       25,184           --                --
                             ---------   -------   -----------   ------------   -----------     --------       -----------
Balance -- March 31,
  2000.....................  6,309,187    63,092    34,576,688     (4,130,409)     (864,521)     (47,932)       29,596,918
Comprehensive income:
  Net loss for year........         --        --            --     (8,330,618)           --           --                --
  Unrealized gains on
    investments............         --        --            --             --            --       77,917                --
  Total comprehensive
    loss...................         --        --            --             --            --           --        (8,252,701)
Purchase of common stock
  for treasury (Note 8)....         --        --            --             --      (338,522)          --          (338,522)
Exercise of stock options
  (Note 9).................         --        --         3,853           (718)        7,565           --            10,700
Shares issued under
  employee stock purchase
  plan (Note 9)............         --        --        (2,116)       (79,999)      246,435           --           164,320
Shares issued in lieu of
  cash bonus to employee...         --        --            --         (6,636)       45,859           --            39,223
                             ---------   -------   -----------   ------------   -----------     --------       -----------
Balance -- March 31,
  2001.....................  6,309,187   $63,092   $34,578,425   $(12,548,380)  $  (903,184)    $ 29,985       $21,219,938
                             =========   =======   ===========   ============   ===========     ========       ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        31
<PAGE>   34

                                   SEEC, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     YEAR ENDED MARCH 31,
                                                           -----------------------------------------
                                                              2001           2000           1999
                                                           -----------    -----------    -----------
<S>                                                        <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................  $(8,330,618)   $(4,728,831)   $   406,110
Adjustments to reconcile net income (loss) to net cash
  provided (used) by operating activities:
  Depreciation and amortization..........................      918,596        766,852        384,020
  Stock issued in lieu of cash bonus to employee.........       39,223             --             --
  In-process research and development....................           --        531,100             --
  Write-down of impaired assets..........................    2,140,799             --             --
  Provision for doubtful accounts........................      152,117         59,299        175,363
  Loss on disposals of equipment.........................       14,475          7,363            925
  Deferred income taxes (benefit)........................           --       (395,000)        20,200
Changes in operating assets and liabilities, net of
  effects from business acquisitions:
  Accounts receivable -- trade...........................      326,941      1,741,918      2,832,694
  Accounts receivable -- affiliate.......................           --             --        189,097
  Prepaid expenses.......................................      (13,525)        82,164         13,071
  Accounts payable -- trade..............................      (75,649)      (105,179)      (427,268)
  Accounts payable -- affiliate..........................           --             --       (230,085)
  Accrued payroll, related taxes and withholdings........     (361,698)       318,915       (424,329)
  Accrued royalties......................................           --        (19,025)      (205,181)
  Other accrued expenses.................................     (160,844)        37,157       (118,113)
  Deferred maintenance revenue...........................     (250,436)      (342,632)      (220,892)
  Income taxes payable...................................      (20,495)      (148,217)       195,800
  Other, net.............................................       60,548         (6,919)       (27,101)
                                                           -----------    -----------    -----------
    Net cash provided (used) by operating activities.....   (5,560,566)    (2,201,035)     2,564,311
                                                           -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment....................     (123,253)      (260,902)      (239,222)
  Expenditures for trademarks............................       (5,832)       (33,314)       (46,421)
  Purchases of short-term investments....................   (4,307,190)    (5,906,642)    (2,742,296)
  Sales of short-term investments........................    7,799,887      6,479,778      1,350,000
  Payments in connection with business acquisitions......           --     (2,271,102)    (1,036,000)
  Other..................................................        5,423         (2,500)        (4,542)
                                                           -----------    -----------    -----------
    Net cash provided (used) by investing activities.....    3,369,035     (1,994,682)    (2,718,481)
                                                           -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchases of treasury stock............................     (338,522)      (135,356)    (1,302,496)
  Proceeds from issuances of common stock, net...........      175,021        287,326        108,877
                                                           -----------    -----------    -----------
    Net cash provided (used) by financing activities.....     (163,501)       151,970     (1,193,619)
                                                           -----------    -----------    -----------
Net decrease in cash and cash equivalents................   (2,355,032)    (4,043,747)    (1,347,789)
Cash and cash equivalents, beginning of year.............   18,404,429     22,448,176     23,795,965
                                                           -----------    -----------    -----------
Cash and cash equivalents, end of year...................  $16,049,397    $18,404,429    $22,448,176
                                                           ===========    ===========    ===========
Supplemental cash flow information:
Non-cash investing and financing activities:
  Business acquisitions:
  Fair value of assets acquired..........................  $        --    $ 3,528,681    $        --
  Liabilities assumed or incurred........................           --        257,579             --
  Common stock issued to seller..........................           --      1,000,000             --
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        32
<PAGE>   35

                                   SEEC, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation. The consolidated financial statements include the
accounts of SEEC, Inc. and its wholly-owned subsidiaries (collectively, the
"Company"), including SEEC Holdings, Inc., SEEC Europe Limited, SEEC
Technologies Asia Private Limited ("SEEC Asia" -- see Note 2), SEEC Germany GmbH
("SEEC Germany"), SEEC Singapore, Pte. Ltd. ("SEEC Singapore"), incorporated in
May 1999, and Mozart Systems Corporation (see Note 2). Also included are the
accounts of the unincorporated branch operations located in South Korea. The
operations of SEEC Germany were discontinued during the year ended March 31,
2000, and the operations of SEEC Singapore and the Korean branch were closed
during the year ended March 31, 2001. All significant intercompany balances and
transactions have been eliminated.

     Business. Founded in 1988, the Company provides integrated solutions for
building dynamic and flexible e-business applications while retaining and
enhancing the ongoing value of existing systems. The Company's solutions address
the full range of system understanding, business rule mining, composite
applications and Web enablement. The Company provides e-business solutions for
enhancing and renewing systems to a Web services architecture for easier
integration with newer Web-based systems -- allowing for disparate systems
within an enterprise to communicate with each other. The Company's tools,
services and application components reduce the costs and time for enabling
e-business solutions by leveraging and reusing business rules and existing
systems of record in new Web-based composite applications.

     The Company's customer base consists primarily of large and medium-sized
organizations including corporations, third-party information technology ("IT")
service providers, higher education institutions, non-profit entities and
governmental agencies. Through 1999, these organizations used the Company's
solutions extensively for year 2000 remediation and testing, legacy system
maintenance, and legacy system reengineering. More recently, organizations are
employing solutions to automate their core business processes using a flexible,
easy-to-change application architecture.

     The Company's solutions are provided through a combination of integrated
software products and specialized professional services, including installation,
training, consulting, maintenance and product support services. Marketing
efforts are conducted through the Company's direct sales force and relationships
with third party service providers under non-exclusive arrangements.

     Foreign Currency Translation. The Company's foreign operations' functional
currency is the U.S. dollar. Monetary assets and liabilities of the Company's
foreign subsidiaries are translated at year-end exchange rates and non-monetary
items are translated at historical rates. Revenues and expenses are translated
at average exchange rates in effect during the period. Foreign currency
transaction gains and losses are recognized currently in the consolidated
statements of operations (see Note 7).

     Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

     Cash, Cash Equivalents and Concentrations of Credit Risk. The statements of
cash flows classify changes in cash and cash equivalents (short-term,
highly-liquid investments readily convertible into cash with an original
maturity of three months or less) according to operating, investing or financing
activities. Cash equivalents consist of funds in money market accounts and were
$15,908,154, $18,213,079 and $22,326,497 at March 31, 2001, 2000 and 1999,
respectively. Financial instruments that potentially expose the Company to
concentrations of credit risk consist principally of cash, temporary cash
investments and accounts receivable.

     The Company places its cash and temporary cash investments with financial
institutions which management considers to be of high quality; however, at times
such deposits may be in excess of the Federal Deposit Insurance Corporation
insurance limit.

                                        33
<PAGE>   36

     Concentrations of credit risk with respect to accounts receivable result
from a significant portion of revenues being derived from a relatively small
number of entities (see Note 4). However, the Company's customer base has grown,
and while the competitiveness of the software industry presents an inherent
uncertainty, the Company's credit risks are moderated by the diversity of its
customers and geographic sales areas.

     Short-Term Investments. Short-term investments consist of short duration
fixed-income securities, primarily government agency issues and corporate bonds.
The average duration of the short-term investment portfolio of debt securities
is approximately two years. The Company's short-term investments are classified
as available-for-sale and are carried at fair value with unrealized gains and
losses included in other comprehensive income (loss). Realized gains and losses
are recognized in the results of operations.

     Revenue Recognition. On April 1, 1998, the Company adopted AICPA Statement
of Position ("SOP") 97-2, "Software Revenue Recognition." SOP 97-2 specifies the
criteria that must be met for recognizing revenues from software sales. In
December 1998, the AICPA issued SOP 98-9, "Software Revenue Recognition, With
Respect To Certain Arrangements," and the Company adopted the statement for all
transactions entered into in fiscal 1999. SOP 98-9 requires recognition of
revenue using the "residual method" in a multiple-element arrangement when fair
value does not exist for one or more of the delivered elements in the
arrangement. Under the residual method, the total fair value of the undelivered
elements is deferred and subsequently recognized in accordance with SOP 97-2.
The adoption of these statements did not have a material impact on the Company's
operating results, financial position or cash flows.

     Revenues are derived from the license of software products, customer
support and maintenance contracts, and services contracts, including consulting
and training services. Revenues from product license fees are recognized when an
order or agreement is in hand, the fee is fixed and determinable, and delivery
of the product has occurred. Customer support and maintenance contract revenues
are recognized ratably over the term of the related agreement, generally twelve
months. The Company provides professional services under time-and-materials and
fixed-price contracts. Revenues from time-and-materials contracts are recognized
as the services are provided. Revenues from fixed-price contracts are recognized
principally by the percentage-of-completion method, whereby income is recognized
based on the estimated stage of completion of individual contracts. Provision
for estimated losses on uncompleted contracts is made in the period in which
such losses are determinable.

     Property and Equipment. Property and equipment are stated at cost.
Maintenance and repairs that are not considered to extend the useful life of
assets are charged to operations as incurred. Depreciation is provided using the
straight-line method. Estimated useful lives of assets are as follows: computer
equipment -- 3 to 5 years; software and other equipment -- 5 years; furniture
and fixtures -- 5 to 7 years; and leasehold improvements -- life of the lease.

     Goodwill and Other Intangible Assets. Goodwill represents the excess of the
purchase price of net tangible and intangible assets acquired in business
combinations over their estimated fair value. Other intangible assets include
capitalized trademark costs and developed technology, assembled workforce and
customer lists acquired in business combinations. Goodwill and other intangible
assets are being amortized on a straight-line basis over their estimated useful
lives ranging from five to seven years.

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed Of," the
Company evaluates goodwill and other intangible assets on an ongoing basis, and
impairment losses are recognized if expected future cash flows of the related
assets are less than their carrying values. Based on these evaluations, the
Company recorded a charge for the write-down of certain impaired assets for the
year ended March 31, 2001 (see Note 3).

     Research and Development Costs. Research and development expenses include
costs incurred by the Company to develop and enhance the Company's software.
SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased
or Otherwise Marketed," establishes criteria for capitalization of software
development costs, beginning upon the establishment of product technological
feasibility and concluding when the product is available for general release to
customers. After carefully evaluating these criteria, management

                                        34
<PAGE>   37

concluded that the amounts qualifying for capitalization were immaterial, and
therefore no development costs have been capitalized to date.

     Advertising Costs. Advertising costs are expensed as incurred and totaled
$233,023, $915,016 and $531,473 for the years ended March 31, 2001, 2000 and
1999, respectively.

     Stock-Based Compensation. SFAS No. 123, "Accounting for Stock-Based
Compensation," was effective for the year ended March 31, 1997. As permitted by
SFAS No. 123, the Company has continued to account for employee stock-based
compensation in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and has made the pro forma
disclosures required by SFAS No. 123 in Note 9.

     In March 2000, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. ("FIN") 44, "Accounting for Certain Transactions
Involving Stock Compensation -- an Interpretation of APB Opinion No. 25." FIN 44
primarily clarifies the definition of an employee for purposes of applying APB
No. 25, the criteria for determining whether a plan qualifies as a
noncompensatory plan, the accounting consequences of various modifications to
the terms of previously fixed stock option awards, and the accounting for an
exchange of stock compensation awards in a business combination. The application
of FIN 44 did not have a significant impact on the Company's results of
operations, financial position or cash flows.

     Income Taxes. The Company records income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes." Under the asset and liability method of SFAS No.
109, deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under SFAS No. 109, the effect on deferred taxes of a
change in tax rates is recognized in income in the period that includes the
enactment date (see Note 11). The measurement of deferred tax assets is reduced,
if necessary, by the amount of any tax benefits that, based on available
evidence, are not expected to be realized.

     Net Income (Loss) per Common Share. Earnings per share (EPS) for all
periods presented is computed in accordance with the provisions of SFAS No. 128,
"Earnings Per Share." Basic earnings per share is computed using the weighted
average number of common shares outstanding during the period. Diluted earnings
per share is computed using the weighted average number of common shares and
dilutive potential common shares outstanding during the period. Dilutive common
shares include options and warrants if their exercise prices exceed the average
market price of the common shares (see Note 12).

     Financial Instruments. The estimated fair value of the Company's financial
instruments, which include short-term investments, accounts receivable, accounts
payable and off-balance-sheet letters of credit, approximates their carrying
value.

     Comprehensive Income. Effective April 1, 1998, the Company adopted SFAS No.
130, "Reporting Comprehensive Income." Comprehensive income is defined to
include all changes in equity except those resulting from investments by owners
and distributions to owners. The Company's comprehensive income (loss) is
reported on the consolidated statement of shareholders' equity for all periods.

     Segment Reporting. Effective April 1, 1998, the Company adopted SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information." The
Company operates in a single segment, as defined by SFAS 131. See Note 4 for
geographic information.

     Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," provides a
comprehensive and consistent standard for the recognition and measurement of
derivatives and hedging activities and requires all derivatives to be recorded
on the balance sheet at fair value. SFAS No. 133, as amended, is effective for
years beginning after June 15, 2000. To date, the Company has not engaged in
derivative and hedging activities, and accordingly, the adoption of SFAS No. 133
is not expected to have a material impact on its results of operations,
financial position or cash flows.

                                        35
<PAGE>   38

     Reclassifications. Certain prior period amounts have been reclassified to
conform to the current year presentation.

NOTE 2 -- ACQUISITIONS

     ERA Software Systems Private, Limited -- Until February 1998, the Company
had a strategic software research and development alliance with ERA Software
Systems Private, Limited ("ERA"), a software consulting and development company
based in India. The Company and ERA were affiliated through common ownership
until February 27, 1998, when the Company entered into an agreement with ERA,
whereby ERA transferred its distribution rights for Company products, plus
certain fixed assets and 30 former ERA employees engaged exclusively in
Company-related research and development, sales and administration, for a net
consideration of $1,036,000. With the acquisition, the Company assumed control
of ERA's research and development and distribution functions. All
Company-related research and development work performed by ERA through the date
of the acquisition had been previously expensed by the Company as incurred. SEEC
Asia was formed to effect the acquisition and to subsequently control and manage
the acquired rights, assets and product development projects previously owned or
managed by ERA, as well as to expand the Company's sales and marketing efforts
in the Asian and Pacific Rim regions. Under terms of the agreement, the previous
Product Purchase Agreement and the Marketing Agreement between the Company and
ERA were terminated.

     The acquisition was accounted for as a purchase and accordingly, the
results of operations of the acquired business are included in the Company's
consolidated financial statements since the effective date. The acquisition was
effective at the close of business on February 28, 1998, with final closing and
remittance of the net consideration completed in August 1998. The aggregate
purchase price was allocated to the net assets acquired based upon their
respective fair market values. The excess of the purchase price over the fair
values of the net assets acquired of $717,398 was allocated to goodwill and is
being amortized on a straight-line basis over five years.

     Based upon the fair market values on the effective date of the acquisition,
the purchase price was allocated as follows:

<TABLE>
<S>                                                           <C>
Property and equipment......................................  $  260,000
Goodwill....................................................     717,398
Other intangibles -- option to purchase land................     144,602
Current liabilities.........................................     (81,000)
                                                              ----------
Total purchase price........................................   1,041,000
Write-off of investment in affiliate........................      (5,000)
                                                              ----------
Net consideration...........................................  $1,036,000
                                                              ==========
</TABLE>

     Mozart Systems Corporation -- On August 4, 1999, the Company acquired all
of the outstanding shares of capital stock of Mozart, a developer of
Web-enablement products for rapid implementation of e-business applications.
SEEC Delaware, Inc. ("SEEC Delaware") was formed as a wholly-owned subsidiary of
SEEC, Inc. to effect the transaction. Upon the closing of the transaction, SEEC
Delaware was merged with and into Mozart, and all existing shares of Mozart
capital stock were canceled. Upon the cancellation of the former Mozart capital
stock, each share of SEEC Delaware Common Stock was converted to one share of
Mozart Common Stock, and Mozart became a wholly-owned subsidiary of SEEC, Inc.

     The acquisition was accounted for using the purchase method of accounting
and, accordingly, the results of operations of Mozart are included in the
Company's consolidated financial statements from the date of acquisition. The
Company has allocated the purchase price to the assets acquired and the
liabilities assumed based upon their respective fair market values on the date
of acquisition. The aggregate purchase price was approximately $3.5 million, of
which approximately $2.2 million was paid in cash from existing cash balances

                                        36
<PAGE>   39

and $1.0 million was paid in the form of 222,222 unregistered shares of SEEC
Common Stock, with the balance related to acquisition costs and assumed
liabilities.

     Based upon the fair market values on the effective date of the acquisition,
the purchase price was allocated as follows:

<TABLE>
<S>                                                           <C>
Current assets..............................................  $  155,498
Property and equipment......................................     100,000
Acquired in-process research and development................     531,100
Goodwill and other intangible assets........................   2,746,321
                                                              ----------
Total purchase price........................................  $3,532,919
                                                              ==========
</TABLE>

     Acquired in-process research and development expenses were charged to
expense in the year ended March 31, 2000. Included in goodwill and other
intangible assets is cost allocated to purchased software of $2,484,321, which
was determined in an initial valuation of the assets purchased using estimated
undiscounted future cash flows. Goodwill and other intangible assets acquired
were amortized over their estimated useful lives of five to seven years until,
based on an impairment review in March 2001, their remaining net book value was
written down (see Note 3).

     The value of acquired research and development projects is charged to
expense when, in management's opinion, the projects have not reached
technological feasibility and have no probable alternative future use. The
Company allocated value to in-process research and development based on an
assessment of research and development projects. The values assigned to those
assets were limited to significant research projects for which technological
feasibility had not been established. This allocation represented the estimated
fair value based on the risk-adjusted cash flows of the incomplete projects. The
value of Mozart's in-process research and development projects was determined by
estimating the costs to develop the purchased in-process technology to the stage
of commercial viability, estimating the future cash flows from the sale of the
technology, and discounting the cash flows to their present values.

     The nature of the efforts to develop the acquired in-process technology
into commercially viable products principally relate to the completion of all
planning, designing, coding, and testing activities that are necessary to
establish that the products can be produced to meet the Company's design
requirements, including functions, features, and technical and economic
performance requirements.

     Mozart's results of operations were not considered material to the Company,
and therefore, no pro forma information is provided.

NOTE 3 -- ASSET IMPAIRMENT

     The Company assesses long-lived assets for impairment under SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of." Under those rules, the Company reviews for impairment of
long-lived assets, and certain identifiable intangibles to be held and used,
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The Company evaluates any possible impairment
of long-lived assets using estimates of undiscounted future cash flows. If an
impairment loss is to be recognized, it is measured as the amount by which the
carrying amount of the asset exceeds the fair value of the asset. Management
evaluates the fair value of its long-lived assets and intangibles using
primarily the estimated discounted future cash flows method.

     Management concluded from the results of the March 2001 evaluation that a
significant impairment of certain assets, primarily intangible assets acquired
with the Company's purchase of Mozart (see Note 2), had occurred. As a
consequence, during the fourth quarter of 2001, the Company wrote off $2,092,333
of Mozart intangible assets and equipment, and certain SEEC trademark costs.

     The write-down of impaired assets had no impact on the Company's cash flow
or its ability to generate cash flow in the future. As a result of the charge,
depreciation and amortization expense related to these assets will decrease in
future periods.

                                        37
<PAGE>   40

NOTE 4 -- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS

     No single customer accounted for more than 10% of sales during the year
ended March 31, 2001. Sales to Silverline Industries, Inc. accounted for 13% of
the Company's total revenues during the year ended March 31, 2000, and accounts
receivable from Silverline Industries, Inc. totaled $105,264 at March 31, 2000.
Sales to Unisys Corporation accounted for 12% of the Company's total revenues
during the year ended March 31, 1999, and accounts receivable from Unisys
Corporation totaled $178,766 at March 31, 1999.

     For the year ended March 31, 2001, export sales to non-affiliates accounted
for 32% of total revenues, including Asia -- 20% and Europe -- 8%. For the year
ended March 31, 2000, export sales to non-affiliates accounted for 25% of total
revenues, including Asia -- 11% and South America -- 9%. For the year ended
March 31, 1999, export sales to non-affiliates accounted for 27% of total
revenues, including Europe -- 9%, South America -- 8%, Canada -- 5% and
Asia -- 4%.

NOTE 5 -- SHORT-TERM INVESTMENTS

     Short-term investments consist of the following:

<TABLE>
<CAPTION>
                                                            AMORTIZED    UNREALIZED      MARKET
                                                               COST      GAIN (LOSS)     VALUE
                                                            ----------   -----------   ----------
<S>                                                         <C>          <C>           <C>
March 31, 2001:
  Corporate bonds.........................................  $3,837,082    $ 30,059     $3,867,141
  State agency and municipal bonds........................     428,885         (74)       428,811
                                                            ----------    --------     ----------
                                                            $4,265,967    $ 29,985     $4,295,952
                                                            ==========    ========     ==========
March 31, 2000:
  U.S. Government agency securities.......................  $  756,069    $ (9,880)    $  746,189
  Corporate bonds.........................................   3,873,177     (19,537)     3,853,640
  State agency and municipal bonds........................     349,169       ( 275)       348,894
  Registered investment company consisting of U.S.
     Government and corporate fixed income securities.....   2,887,764     (39,240)     2,848,524
                                                            ----------    --------     ----------
                                                            $7,866,179    $(68,932)    $7,797,247
                                                            ==========    ========     ==========
</TABLE>

     Amortized cost at March 31, 2001 includes a reduction resulting from a
decline in value of a marketable debt security. Because the decline in value was
judged to be other-than-temporary, the $48,467 impairment write-down was
recognized as a realized loss during the year ended March 31, 2001.

     Management does not anticipate realization of the March 31, 2001 holding
gain in the upcoming year due to the anticipated adequacy of cash and cash
equivalents currently held to fund operating requirements.

NOTE 6 -- PROPERTY AND EQUIPMENT

     Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                    MARCH 31,
                                                             ------------------------
                                                                2001          2000
                                                             ----------    ----------
<S>                                                          <C>           <C>
Land.......................................................  $  153,324    $       --
Building in progress.......................................      39,431        26,391
Computer equipment.........................................     712,116       748,088
Software and other equipment...............................     400,173       396,676
Furniture and fixtures.....................................     419,658       446,672
Leasehold improvements.....................................     206,488       206,488
                                                             ----------    ----------
Total property and equipment...............................   1,931,190     1,824,315
Accumulated depreciation and amortization..................    (961,714)     (689,016)
                                                             ----------    ----------
Property and equipment, net................................  $  969,476    $1,135,299
                                                             ==========    ==========
</TABLE>

                                        38
<PAGE>   41

NOTE 7 -- INTEREST AND OTHER INCOME, NET

     Interest and other income, net consists of the following:

<TABLE>
<CAPTION>
                                                                   YEAR ENDED MARCH 31,
                                                           ------------------------------------
                                                              2001         2000         1999
                                                           ----------   ----------   ----------
<S>                                                        <C>          <C>          <C>
Interest income, net.....................................  $1,437,284   $1,524,636   $1,610,708
Write-down of impaired marketable investment.............     (48,467)          --           --
Other realized gains (losses), net.......................     (55,771)     (21,673)       9,156
Foreign currency gain (loss).............................     (17,565)     (27,139)      (1,049)
Other....................................................      (7,780)     (20,367)     (10,396)
                                                           ----------   ----------   ----------
                                                           $1,307,701   $1,455,457   $1,608,419
                                                           ==========   ==========   ==========
</TABLE>

NOTE 8 -- CAPITAL STOCK

     In July 1998, the Company announced its plan to begin a stock repurchase
program, utilizing up to $3,000,000 to buy shares of the Company's Common Stock
from time to time on the open market, subject to market conditions and other
relevant factors. The Company may use repurchased shares to cover stock option
exercises, employee stock purchase plan transactions, and for other corporate
purposes. Through March 31, 2001, the Company has repurchased 386,000 shares and
used 180,505 shares to cover employee stock purchases and stock option and
warrants transactions. Repurchased shares are recorded as treasury shares.

NOTE 9 -- STOCK OPTIONS

     The Company has two stock option plans (the "Plans") that provide for the
granting of stock options to officers and key employees. The 1994 Stock Option
Plan provides for a maximum of 226,305 common shares that may be awarded during
the Plan's ten-year term. The 1997 Stock Option Plan provides for a maximum of
1,300,000 common shares that may be awarded through June 2007. Of the total
1,526,305 common shares eligible for award under the Plans, 688,796 shares have
been issued through March 31, 2001. The purpose of the Plans is to promote the
interests of the Company and its shareholders by providing key employees with
additional incentives to continue the success of the Company.

     Under the Plans, options are awarded by a committee designated by the
Company's Board of Directors or, if no committee is designated, the full Board.
Incentive stock options and non-qualifying stock options may be granted to
purchase a specified number of shares of common stock at a price not less than
the fair market value on the date of grant and for a term not to exceed 10
years. Options become exercisable at such times and in such installments as
determined at the date of grant, subject to continued employment and certain
other conditions, including a limited ability to sell or otherwise transfer
shares issued pursuant to the Plans.

                                        39
<PAGE>   42

     Activity related to qualified stock options issued under the Plans is
summarized below:

<TABLE>
<CAPTION>
                                                           YEAR ENDED MARCH 31,
                                   --------------------------------------------------------------------
                                           2001                    2000                   1999
                                   ---------------------   --------------------   ---------------------
                                               WEIGHTED               WEIGHTED                WEIGHTED
                                                AVERAGE                AVERAGE                 AVERAGE
                                               EXERCISE               EXERCISE                EXERCISE
                                                 PRICE                  PRICE                   PRICE
FIXED OPTIONS                       SHARES     PER SHARE    SHARES    PER SHARE    SHARES     PER SHARE
-------------                      ---------   ---------   --------   ---------   ---------   ---------
<S>                                <C>         <C>         <C>        <C>         <C>         <C>
Outstanding at beginning of
  year...........................    666,771     $5.34      475,111     $5.55       343,814    $10.29
Granted..........................     51,450     $4.23      306,825     $4.62       311,950    $ 5.24
Exercised........................     (2,200)    $4.86      (45,515)    $2.25        (7,601)   $ 1.38
Canceled.........................   (127,225)    $5.06      (69,650)    $5.67      (173,052)   $14.57
                                   ---------               --------               ---------
Outstanding at end of year.......    588,796     $5.30      666,771     $5.34       475,111    $ 5.55
                                   =========               ========               =========
Options exercisable at end of
  year...........................    263,989                207,463                 118,291
                                   =========               ========               =========
Weighted average fair value of
  options granted during the
  year...........................  $    2.68               $   4.86               $    2.68
                                   =========               ========               =========
</TABLE>

SUMMARY STOCK OPTION INFORMATION:

     The Company accounts for the Plans using the intrinsic value method.
Accordingly, no compensation cost has been recognized for the Plans. The pro
forma data below reflects the effect had compensation cost for the Plans been
determined based on the fair market value at the grant dates for the awards
under the Plans in accordance with SFAS No. 123.

<TABLE>
<CAPTION>
                                                                        YEAR ENDED MARCH 31,
                                                               --------------------------------------
                                                                  2001           2000          1999
                                                               -----------    -----------    --------
<S>                                    <C>                     <C>            <C>            <C>
Net income (loss)                      As reported...........  $(8,330,618)   $(4,728,831)   $406,110
                                       Pro forma.............  $(8,839,184)   $(5,259,402)   $117,789
Basic and diluted net income (loss)
  per share                            As reported...........  $     (1.37)   $      (.79)   $    .07
                                       Pro forma.............  $     (1.45)   $      (.88)   $    .02
</TABLE>

     The fair value of each option grant is estimated on the date of grant using
the Black-Sholes option pricing model. The following assumptions were used for
grants for the years ended March 31, 2001, 2000 and 1999, respectively: risk
free interest rate -- 4.6%, 6.8%, and 5.6%; expected weighted-average
term -- 2.8 years, 3.9 years, and 4.2 years; expected volatility levels -- 130%,
100% and 75%. A dividend yield of zero was assumed for all three years.

     The following table summarizes information about qualified stock options
outstanding at March 31, 2001:

<TABLE>
<CAPTION>
                          OPTIONS OUTSTANDING             OPTIONS EXERCISABLE
                  ------------------------------------   ---------------------
                                WEIGHTED     WEIGHTED                WEIGHTED
                                AVERAGE       AVERAGE                 AVERAGE
    RANGE OF                   REMAINING     EXERCISE                EXERCISE
    EXERCISE       NUMBER     CONTRACTUAL      PRICE      NUMBER       PRICE
     PRICES       OF SHARES   LIFE (YEARS)   PER SHARE   OF SHARES   PER SHARE
    --------      ---------   ------------   ---------   ---------   ---------
<S>               <C>         <C>            <C>         <C>         <C>
$.44                18,060        4.55        $  .44       18,060     $  .44
$2.10--$4.00       302,663        8.01        $ 3.85      127,329     $ 3.95
$4.72--$8.50       233,073        8.05        $ 5.91       92,350     $ 6.06
$16.25              35,000        6.92        $16.25       26,250     $16.25
                   -------                                -------
                   588,796        7.86        $ 5.30      263,989     $ 5.67
                   =======                                =======
</TABLE>

                                        40
<PAGE>   43

NON-QUALIFIED STOCK OPTIONS:

     Activity related to non-qualified stock options is summarized below:

<TABLE>
<CAPTION>
                                                         YEAR ENDED MARCH 31,
                                   -----------------------------------------------------------------
                                          2001                   2000                   1999
                                   -------------------    -------------------    -------------------
                                             WEIGHTED               WEIGHTED               WEIGHTED
                                              AVERAGE                AVERAGE                AVERAGE
                                             EXERCISE               EXERCISE               EXERCISE
                                               PRICE                  PRICE                  PRICE
          FIXED OPTIONS            SHARES    PER SHARE    SHARES    PER SHARE    SHARES    PER SHARE
          -------------            -------   ---------    -------   ---------    -------   ---------
<S>                                <C>       <C>          <C>       <C>          <C>       <C>
Outstanding at beginning of
  year...........................  148,052     $8.44      108,052    $10.08       63,052    $16.51
Granted..........................  150,000     $3.89       40,000    $ 4.00       60,000    $ 6.00
Exercised........................       --     $  --           --    $   --           --    $   --
Forfeited........................       --     $  --           --    $   --      (15,000)   $20.75
                                   -------                -------                -------
Outstanding at end of year.......  298,052     $6.15      148,052    $ 8.44      108,052    $10.08
                                   =======                =======                =======
Options exercisable at end of
  year...........................  203,052                 73,052                 28,052
                                   =======                =======                =======
</TABLE>

     At the Annual Meeting in August 2001, the Company's shareholders will be
asked to approve the adoption of the 2000 Non-Employee Directors Stock Option
Plan. All current and future directors of the Corporation who are not employees
of the Corporation or any of its subsidiaries are eligible to participate in the
Directors Plan. Initially, the aggregate number of shares of Common Stock which
may be issued or delivered and as to which stock options may be granted under
the Plan is 250,000 shares. The Board of Directors adopted the Plan on November
3, 2000, subject to shareholder approval at the Annual Meeting. If the Plan is
not approved by the shareholders, then the options for 50,000 shares granted to
non-employee directors on November 3, 2000 will terminate and be void, and no
other awards will be granted.

     Non-qualified stock options outstanding at March 31, 2001, were exercisable
as follows:

<TABLE>
<CAPTION>
    EXERCISE   NUMBER OF
     PRICE      SHARES                           EXERCISABLE
    --------   ---------                         -----------
<S>            <C>         <C>
     $ 3.00      50,000(1) 12,500 each at August 10, 2001 and September 1, 2002,
                           2003, and 2004
     $ 3.62       9,052    4,526 each at August 30, 1997 and 1998
     $ 4.00      20,000    At October 1, 1999
     $ 4.00      20,000    5,000 each at August 24, 2000, 2001, 2002 and 2003
     $ 4.33     100,000    At September 21, 2000
     $ 6.00      60,000    15,000 each at August 12, 1999, 2000, 2001 and 2002
     $ 8.25       9,000    3,000 each at April 1, June 1, and August 1, 1998
     $20.75      30,000    10,000 each at August 8, 1998, 1999 and 2000
</TABLE>

          (1) Subject to shareholder approval.

EMPLOYEE STOCK PURCHASE PLAN:

     On August 6, 1998, the Company adopted the SEEC, Inc. 1998 Employee Stock
Purchase Plan (the "ESPP"), which provides for 300,000 shares of the Company's
common stock to be issued pursuant to purchase rights granted to employees.
Under the plan, eligible employees can elect to have up to 10% of their earnings
withheld, subject to certain limitations, to be used to purchase shares of
common stock on specified dates within 24-month offering periods. In addition,
the Compensation Committee may designate certain offering periods during which
employees may purchase shares of common stock for cash. The purchase price per
share is eighty-five percent (85%) of the lower of (i) the fair market value of
the common stock on the participant's entry date into the offering period or
(ii) the fair market value on the semi-annual purchase date. Under the ESPP, the
Company issued common shares totaling 49,862, 48,098 and 22,940 at an average
price of $3.30, $3.84 and $4.29 during the years ended March 31, 2001, 2000 and
1999, respectively. In accordance with APB 25, the

                                        41
<PAGE>   44

Company does not recognize compensation cost related to employee purchase rights
under the Plan and, therefore, there are no charges or credits to income in
connection with the ESPP.

NOTE 10 -- COMMON STOCK WARRANTS

     Warrants were outstanding to purchase 194,500, 194,500 and 207,000 shares
of the Company's common stock, at March 31, 2001, 2000 and 1999, respectively.
Warrants outstanding at March 31, 2001 are exercisable at $8.70 per share.
Warrants were exercised for 12,500 shares in March 2000. At March 31, 2001,
194,500 shares of common stock were reserved for issuance upon the exercise of
outstanding warrants. All outstanding warrants at March 31, 2001 will expire on
January 22, 2002.

NOTE 11 -- INCOME TAXES

     The components of the income tax provision (benefit) are as follows:

<TABLE>
<CAPTION>
                                                            YEAR ENDED MARCH 31,
                                                       -------------------------------
                                                         2001       2000        1999
                                                       --------   ---------   --------
<S>                                                    <C>        <C>         <C>
Current:
  Foreign............................................  $     --   $      --   $204,800
Deferred:
  Federal............................................        --    (250,000)        --
  State..............................................        --    (145,000)    20,200
                                                       --------   ---------   --------
                                                       $     --   $(395,000)  $225,000
                                                       ========   =========   ========
</TABLE>

     As required under provisions of Section 481(a) of the U.S. Internal Revenue
Code, effective April 1, 1998, the Company changed its method of accounting for
tax reporting purposes from the cash method to the accrual method. The related
adjustment is includable in taxable income ratably over a four-year period.

     The components of the net deferred tax asset are as follows:

<TABLE>
<CAPTION>
                                                                      MARCH 31,
                                                              -------------------------
                                                                 2001          2000
                                                              -----------   -----------
<S>                                                           <C>           <C>
Tax effect of federal and state net operating loss
  carryforwards.............................................  $ 3,684,300   $ 2,045,000
Tax effect of Section 481(a) adjustment.....................     (263,700)     (525,300)
Depreciation and amortization and asset impairment..........    1,169,000       246,200
Tax effect of unrealized gains and losses on investments....      (12,200)       21,000
                                                              -----------   -----------
Deferred tax asset..........................................    4,577,400     1,786,900
Valuation allowance.........................................   (4,577,400)   (1,786,900)
                                                              -----------   -----------
Deferred tax asset, net.....................................  $        --   $        --
                                                              ===========   ===========
</TABLE>

     Differences between the Company's effective tax rate for financial
statement purposes and the U.S. Federal statutory tax rate are presented below:

<TABLE>
<CAPTION>
                                                YEAR ENDED MARCH 31,
                                                ---------------------
                                                2000             1999
                                                -----            ----
<S>                                             <C>              <C>
Federal statutory tax rate....................   34.0%           34.0%
State income taxes............................    6.6             2.1
Change in valuation allowance.................  (34.9)             --
Other, net....................................    2.0            (0.4)
                                                -----            ----
Effective tax rate............................    7.7%           35.7%
                                                =====            ====
</TABLE>

                                        42
<PAGE>   45

     Pretax earnings (losses) of the Company's foreign operations for the years
ended March 31, 2001, 2000 and 1999 were $(466,230), $216,502 and $(175,276),
respectively.

     The Company had unused net operating loss carryforwards available at March
31, 2001 that may be applied to reduce future taxable income as follows:

<TABLE>
<CAPTION>
                                              NET OPERATING LOSS
                                                CARRYFORWARDS
EXPIRES DURING YEAR                      ----------------------------
ENDING MARCH 31,                          FEDERAL            STATE
-------------------                      ----------        ----------
<S>                                      <C>               <C>
      2007.............................  $       --        $  874,949
      2008.............................          --           233,162
      2010.............................          --         1,637,221
      2011.............................          --         5,019,184
      2013.............................      93,526                --
      2015.............................   3,595,899                --
      2016.............................   4,517,265                --
                                         ----------        ----------
                                         $8,206,690        $7,764,516
                                         ==========        ==========
</TABLE>

NOTE 12 -- EARNINGS PER SHARE

     Basic EPS is based on the weighted average number of common shares
outstanding in each year. Diluted EPS is similar to basic EPS, except that the
weighted average of common shares outstanding is increased to include the
additional common shares that would have been outstanding if the potential
dilutive common shares, consisting of shares of those stock options and warrants
for which market price exceeds exercise price, had been issued.

     The following is a reconciliation of the denominators (the number of
shares) of the basic and diluted EPS. The numerator (earnings, or net income
(loss)) is the same for the basic and the diluted EPS computations for all
periods presented.

<TABLE>
<CAPTION>
                                                            YEARS ENDED MARCH 31,
                                                      ---------------------------------
                                                        2001        2000        1999
                                                      ---------   ---------   ---------
<S>                                                   <C>         <C>         <C>
Basic shares........................................  6,089,329   5,986,425   5,954,472
Effect of dilutive securities -- options and
  warrants..........................................         --          --     167,639
                                                      ---------   ---------   ---------
Diluted shares......................................  6,089,329   5,986,425   6,122,111
                                                      =========   =========   =========
</TABLE>

     Options and warrants totaling 314,175 shares were excluded from the
computation of diluted shares for the year ended March 31, 1999 because their
exercise prices were above the average market price of the common shares.
Options and warrants were not considered for the years ended March 31, 2000 and
2001 because their effects would be antidilutive.

NOTE 13 -- COMMITMENTS AND CONTINGENCIES

     In March 1998, the Company moved into a new headquarters facility under an
operating lease executed in November 1997. In addition to minimum rentals, the
lease provides for adjustments relating to changes in real estate taxes and
other operating expenses. The Company also rents five remote offices, including
two domestic sales offices and the office facilities of the Company's
subsidiaries based in Delaware, the United Kingdom, and India. The SEEC Germany
office was closed during the year ended March 31, 2000, and the related future
rent obligation, consisting of $63,165 in payments due through December 2001,
was charged to expense. During the year ended March 31, 2001, a new lessee
agreed to occupy the premises, and the Company was relieved from the

                                        43
<PAGE>   46

remaining lease obligation of $39,186, which was credited to operations. Future
minimum rental payments as of March 31, 2001 under leases having initial
noncancelable lease terms in excess of one year are as follows:

<TABLE>
<CAPTION>
YEAR ENDING MARCH 31,
---------------------
<S>                                                         <C>
      2002................................................  $430,370
      2003................................................   375,604
      2004................................................    98,592
      2005................................................    24,844
                                                            --------
                                                            $929,410
                                                            ========
</TABLE>

     Total rent expense incurred for all leases during the years ended March 31,
2001, 2000 and 1999 amounted to $489,827, $617,778 and $474,632, respectively.

     The Company has employment agreements with certain key employees that
provide for minimum annual salaries and automatic annual renewals at the end of
the initial two-year term. The agreements generally contain, among other things,
confidentiality agreements, assignment to the Company of inventions made during
employment (and under certain circumstances for two years following termination
of employment) and non-competition agreements for the term of the agreements
plus two years. Four executive employment/severance agreements provide for
payments upon termination of employment, either under not-for-cause
circumstances or if the key employee resigns for good reason, as defined. The
maximum contingent liability under these agreements was approximately $303,000
at March 31, 2001.

NOTE 14 -- VALUATION AND QUALIFYING ACCOUNTS

     The following is a summary of the Company's valuation and qualifying
account activity:

<TABLE>
<CAPTION>
                                                                ADDITIONS     DEDUCTIONS
                                                 BALANCE AT     CHARGED TO    CREDITED TO    BALANCE AT
                                                BEGINNING OF    COSTS AND      ACCOUNTS        END OF
DESCRIPTION                                        PERIOD        EXPENSES     RECEIVABLE       PERIOD
-----------                                     ------------    ----------    -----------    ----------
<S>                                             <C>             <C>           <C>            <C>
Allowance for doubtful accounts for Accounts
  Receivable -- Trade for the year ended:
     MARCH 31, 2001...........................    $100,000       $152,117      $177,117       $ 75,000
     MARCH 31, 2000...........................    $210,000       $ 59,299      $169,299       $100,000
     MARCH 31, 1999...........................    $ 50,000       $175,363      $ 15,363       $210,000
</TABLE>

NOTE 15 -- QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

     Quarterly financial information for the years ended March 31, 2001 and 2000
is as follows (in thousands, except per share data):

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 2001                                 FIRST    SECOND     THIRD    FOURTH
-------------------------                                 ------   -------   -------   -------
<S>                                                       <C>      <C>       <C>       <C>
Revenues................................................  $1,075   $   778   $   588   $   604
Gross profit............................................     630       410       219       258
Net loss................................................  (1,408)   (1,703)   (1,582)   (3,637)
Basic and diluted net loss per share....................   (0.23)    (0.28)    (0.26)    (0.60)
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 2000                                  FIRST    SECOND     THIRD    FOURTH
-------------------------                                 -------   -------   -------   -------
<S>                                                       <C>       <C>       <C>       <C>
Revenues................................................  $ 2,004   $ 1,732   $ 1,558   $ 1,023
Gross profit............................................    1,329     1,204       996       568
Net loss................................................     (664)   (1,239)   (1,051)   (1,775)
Basic and diluted net loss per share....................    (0.11)    (0.21)    (0.17)    (0.29)
</TABLE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS IN ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None.

                                        44
<PAGE>   47

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF SEEC

     Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our Annual Meeting of
Shareholders on August 9, 2001 and is incorporated herein by reference to this
Item 10.

ITEM 11.  EXECUTIVE COMPENSATION

     Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our Annual Meeting of
Shareholders on August 9, 2001 and is incorporated herein by reference to this
Item 11.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our Annual Meeting of
Shareholders on August 9, 2001 and is incorporated herein by reference to this
Item 12.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our Annual Meeting of
Shareholders on August 9, 2001 and is incorporated herein by reference to this
Item 13.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) Documents filed as part of this Report

  1. FINANCIAL STATEMENTS. The following financial statements are filed as part
     of this Annual Report on Form 10-K:

<TABLE>
<CAPTION>
                                                               PAGE
                                                              NUMBER
                                                              ------
<S>                                                           <C>
Report of Independent Certified Public Accountants..........     28
Consolidated Balance Sheets as of March 31, 2001 and 2000...     29
Consolidated Statements of Operations for the years ended
  March 31, 2001, 2000 and 1999.............................     30
Consolidated Statements of Shareholders' Equity for the
  years ended March 31, 2001, 2000 and 1999.................     31
Consolidated Statements of Cash Flows for the years ended
  March 31, 2001, 2000 and 1999.............................     32
Notes to Consolidated Financial Statements..................  33-44
</TABLE>

  2. FINANCIAL STATEMENT SCHEDULES. Financial Statement Schedules have been
     omitted because the required information is not present in amounts
     sufficient to require submission of a schedule, or because the information
     required is included in the financial statements or in a footnote thereto.

                                        45
<PAGE>   48

  3. EXHIBITS. The Exhibits listed below are filed or incorporated by reference
     as part of this Annual Report on Form 10-K.

<TABLE>
<CAPTION>
 EXHIBIT
   NO.                              DESCRIPTION
 -------    ------------------------------------------------------------
<S>         <C>
 2.1 (5)    Agreement and Plan of Merger dated July 16, 1999 between the
            Registrant and Mozart Systems Corporation
 3.1 (1)    The Registrant's Amended and Restated Articles of
            Incorporation
 3.2 (1)    The Registrant's Amended and Restated Bylaws
10.1 (1)    SEEC, Inc. 1994 Stock Option Plan
10.2 (1)    Registration Rights Agreement dated as of August 15, 1996
            among the Registrant and certain of its shareholders
10.3 (1)    Agreement dated July 16, 1996 between the Registrant and Raj
            Reddy
10.4 (2)    SEEC, Inc. 1997 Stock Option Plan
10.5 (4)    Asset Purchase Agreement dated August 7, 1998, between the
            Registrant and ERA
10.6 (3)    SEEC, Inc. 1998 Employee Stock Purchase Plan
10.7 (5)    Employment Agreement dated August 3, 1999 between Mozart
            Systems Corporation and Alan P. Parnass
10.8 (5)    Non-Competition Agreement dated August 3, 1999 between
            Mozart Systems Corporation and Alan P. and Kim I. Parnass
10.9 (6)    Agreement and Release dated March 7, 2000 between the
            Registrant and Allen Gart
10.10 (6)   Employment Agreement dated March 10, 2000 between the
            Registrant and Ravindra Koka
10.11 (6)   Employment Agreement dated March 10, 2000 between the
            Registrant and John D. Godfrey
10.12 (6)   Employment Agreement dated March 10, 2000 between the
            Registrant and Richard J. Goldbach
10.13 (7)   Agreement dated September 22, 2000 between the Registrant
            and Alan Parnass
10.14 (8)   Employment Agreement dated February 2, 2001 between the
            Registrant and Alan Parnass
10.15       Employment Agreement dated November 15, 1993 between the
            Registrant and Shankar Krish
21.1 (6)    Subsidiaries of the Company
</TABLE>

---------------
(1) Incorporated by reference to Exhibits to the Company's Registration
    Statement on Form S-1, File No. 333-14027.

(2) Incorporated by reference to Exhibits to the Company's Annual Report on Form
    10-K for the fiscal year ended March 31, 1997, File No. 0-21985.

(3) Incorporated by reference to the Company's Registration Statement on Form
    S-8, File No. 333-62149.

(4) Incorporated by reference to Exhibits to the Company's Annual Report on Form
    10-K for the fiscal year ended March 31, 1999, File No. 0-21985.

(5) Incorporated by reference to the Company's Report on Form 8-K dated August
    4, 1999, File No. 0-21985.

(6) Incorporated by reference to Exhibits to the Company's Report on Form 10-K
    for the fiscal year ended March 31, 2000, File No. 0-21985.

(7) Incorporated by reference to the Company's Registration Statement on Form
    S-8, File No. 333-54366.

(8) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
    the period ended December 31, 2000, File No. 000-21985.

                                        46
<PAGE>   49

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                          SEEC, INC.
June 25, 2001
                                          By:        /s/ RAVINDRA KOKA
                                            ------------------------------------
                                                       Ravindra Koka
                                             President, Chief Executive Officer
                                                         and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                       SIGNATURE AND TITLE                                     DATE
                       -------------------                                     ----
   <S>                                                          <C>


                        /s/ RAVINDRA KOKA                                  June 25, 2001
   ------------------------------------------------------------
                          Ravindra Koka
         President, Chief Executive Officer and Director


                       /s/ JOHN D. GODFREY                                 June 25, 2001
   ------------------------------------------------------------
                         John D. Godfrey
                Vice President -- Customer Support
                           and Director


                     /s/ RICHARD J. GOLDBACH                               June 25, 2001
   ------------------------------------------------------------
                       Richard J. Goldbach
              Treasurer and Chief Financial Officer


                        /s/ RADHA R. BASU                                  June 25, 2001
   ------------------------------------------------------------
                          Radha R. Basu
                Chairman of the Board and Director


                        /s/ BEVERLY BROWN                                  June 25, 2001
   ------------------------------------------------------------
                          Beverly Brown
                             Director


                      /s/ GLEN F. CHATFIELD                                June 25, 2001
   ------------------------------------------------------------
                        Glen F. Chatfield
                             Director


                      /s/ ABRAHAM OSTROVSKY                                June 25, 2001
   ------------------------------------------------------------
                        Abraham Ostrovsky
                             Director


                       /s/ DENNIS YABLONSKY                                June 25, 2001
   ------------------------------------------------------------
                         Dennis Yablonsky
                             Director
</TABLE>

                                        47