<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
 
                                   FORM 10-Q
(Mark One)
 
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996
 
                                       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)
 
<TABLE>
<S>                                 <C>
          PENNSYLVANIA                     55-0686906
          ------------                     ----------
(State or other Jurisdiction of         (I.R.S. Employer
 Incorporation or Organization)      Identification Number)
</TABLE>
 
              5001 BAUM BOULEVARD, PITTSBURGH, PENNSYLVANIA 15213
              (Address of Principal Executive Offices) (Zip Code)
 
                                 (412) 682-4991
              (Registrant's Telephone Number, Including Area Code)
 
     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 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           No  X   (Not subject to filing requirements)
 
     Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock as of the latest practicable date:
 
<TABLE>
<CAPTION>
            CLASS                OUTSTANDING AT FEBRUARY 7, 1997
            -----                -------------------------------
<S>                              <C>
Common Stock, $.01 par value                4,876,373
</TABLE>
 
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<PAGE>   2
 
                                   SEEC, INC.
 
                                   FORM 10-Q
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                        NUMBER
                                                                                        -----
<S>                                                                                     <C>
PART 1--FINANCIAL INFORMATION
Item 1. Financial Statements
     Statements of Operations for the three months and nine months ended
        December 31, 1996 and 1995 (unaudited).......................................       2
     Balance Sheets as of December 31, 1996 and March 31, 1996 (unaudited)...........       3
     Statements of Cash Flows for the nine months ended December 31, 1996 and 1995
        (unaudited)..................................................................       4
     Notes to Unaudited Financial Statements.........................................     5-6
Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations........................................................    6-10
 
PART 2--OTHER INFORMATION............................................................      11
Item 1. Legal Proceedings............................................................      11
Item 2. Changes in Securities........................................................      11
Item 3. Defaults Upon Senior Securities..............................................      11
Item 4. Submission of Matters to a Vote of Security Holders..........................      11
Item 5. Other Information............................................................      11
Item 6. Exhibits and Reports on Form 8-K.............................................      11
 
SIGNATURES...........................................................................      12
</TABLE>
<PAGE>   3
 
                         PART I--FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
                                   SEEC, INC.
 
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED                 NINE MONTHS ENDED
                                          -----------------------------     -----------------------------
                                          DECEMBER 31,     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                              1996             1995             1996             1995
                                          ------------     ------------     ------------     ------------
<S>                                       <C>              <C>              <C>              <C>
REVENUE:
  Software license fees...............     $  350,973       $  110,922       $  726,188       $  215,073
  Software maintenance fees...........         43,936           27,687          119,842           85,331
  Professional services-product
     related..........................        181,232           34,092          447,622           66,300
  Professional services--other........        137,183          122,051          509,183          340,259
                                           ----------       ----------       ----------       ----------
     Total revenues...................        713,324          294,752        1,802,835          706,963
                                           ----------       ----------       ----------       ----------
OPERATING EXPENSES:
  Cost of software license and
     maintenance fees.................        109,912           39,509          203,998           83,353
  Professional services-product
     related..........................        124,003           24,186          259,430           37,584
  Professional services-other.........        123,673          106,596          426,381          288,975
  General and administrative..........        111,495           27,271          198,484          102,672
  Sales and marketing.................        189,401           74,237          465,622          181,808
  Research and development............        104,034           89,869          241,845          267,634
                                           ----------       ----------       ----------       ----------
     Total operating expenses.........        762,518          361,668        1,795,760          962,026
                                           ----------       ----------       ----------       ----------
INCOME (LOSS) FROM OPERATIONS.........        (49,194)         (66,916)           7,075         (255,063)
                                           ----------       ----------       ----------       ----------
OTHER EXPENSE, NET:
  Interest expense....................         (4,355)         (18,384)         (35,791)         (56,353)
  Other income........................          8,209            2,589           15,392           16,241
                                           ----------       ----------       ----------       ----------
     Total other expense, net.........          3,854          (15,795)         (20,399)         (40,112)
                                           ----------       ----------       ----------       ----------
NET LOSS..............................     $  (45,340)      $  (82,711)      $  (13,324)      $ (295,175)
                                           ==========       ==========       ==========       ==========
Net loss per common share.............     $    (0.02)      $    (0.03)      $    (0.00)      $    (0.11)
                                           ==========       ==========       ==========       ==========
Weighted average number of common and
  common equivalent shares
  outstanding.........................      2,718,018        2,626,542        2,718,018        2,626,542
                                           ==========       ==========       ==========       ==========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                        2
<PAGE>   4
 
                                   SEEC, INC.
 
                                 BALANCE SHEETS
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                     DECEMBER
                                                                        31,          MARCH 31,
                                                                       1996            1996
                                                                    -----------     -----------
<S>                                                                 <C>             <C>
                             ASSETS
CURRENT ASSETS:
  Cash and cash equivalents......................................   $   631,705     $   110,841
  Accounts receivable, net of allowance for doubtful accounts of
     $7,776......................................................       656,468         245,671
  Prepaid expenses...............................................       130,844          39,734
                                                                    -----------     -----------
     Total current assets........................................     1,419,017         396,246
 
EQUIPMENT, NET...................................................        50,648          27,693
INVESTMENT IN AFFILIATE..........................................         5,000           5,000
                                                                    -----------     -----------
                                                                    $ 1,474,665     $   428,939
                                                                    ===========     ===========
              LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable:
     Trade.......................................................   $   236,474     $    66,930
     Affiliate--ERA..............................................        70,304              --
  Accrued royalties..............................................        25,777              --
  Accrued payroll, related taxes and withholdings................        75,924          45,660
  Accrued interest payable.......................................         6,750          20,250
  Deferred maintenance revenue...................................       106,581          54,103
  Customer advance...............................................            --          21,330
  Current maturities of long-term debt...........................       120,000          60,000
                                                                    -----------     -----------
     Total current liabilities...................................       641,810         268,273
 
Due to officers/shareholders.....................................            --         172,477
Notes payable to related parties.................................            --         599,638
Long-term debt, less current maturities..........................       180,000         240,000
Advance royalty..................................................       782,285         796,479
Accrued royalties................................................        27,888          29,040
                                                                    -----------     -----------
     Total liabilities...........................................     1,631,983       2,105,907
                                                                    -----------     -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
  Preferred stock--no par value; 10,000,000 shares authorized;
     none outstanding
  Common stock--$.01 par value; 20,000,000 shares authorized;
     2,806,373 and 2,357,923 shares issued and outstanding at
     December 31, 1996, and March 31, 1996, respectively.........        28,064          23,580
  Additional paid-in capital.....................................     1,559,303          30,812
  Accumulated deficit............................................    (1,744,685)     (1,731,360)
                                                                    -----------     -----------
     Total shareholders' deficit.................................      (157,318)     (1,676,968)
                                                                    -----------     -----------
                                                                    $ 1,474,665     $   428,939
                                                                    ===========     ===========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                        3
<PAGE>   5
 
                                   SEEC, INC.
 
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                          NINE MONTHS ENDED
                                                                --------------------------------------
                                                                DECEMBER 31, 1996    DECEMBER 31, 1995
                                                                -----------------    -----------------
<S>                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss...................................................       $ (13,324)           $(295,175)
  Adjustments to reconcile net loss to net cash used by
     operating activities:
     Depreciation............................................          10,583                7,095
     Provision for doubtful accounts.........................              --                4,000
     Proceeds from advance royalty...........................              --              120,000
     Accrued non-current interest............................          13,420               34,536
     Accrued non-current royalty.............................          (1,153)               9,720
     Changes in operating assets and liabilities:
       Accounts receivable...................................        (410,797)             (33,727)
       Prepaid expenses......................................         (91,110)             (61,072)
       Accounts payable......................................         169,544               14,041
       Accounts payable--affiliate...........................          70,304               44,765
       Accrued royalties.....................................          25,777                   --
       Accrued payroll, related taxes and withholdings.......          30,264               20,431
       Accrued interest payable..............................         (13,500)                 425
       Deferred maintenance revenue..........................          52,478               (2,001)
       Advance royalty.......................................         (14,194)             (16,367)
       Customer advance......................................         (21,330)              (4,530)
                                                                    ---------            ---------    
Net cash used by operating activities........................        (193,038)            (157,859)
                                                                    ---------            ---------     
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment......................................         (33,538)                  --
  Purchase of certificate of deposit.........................              --             (105,284)
                                                                    ---------            ---------    
Net cash used by investing activities........................         (33,538)            (105,284)
                                                                    ---------            ---------    
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of common stock.........................         747,440                   --
                                                                    ---------            ---------    
Net cash provided by financing activities....................         747,440                   --
                                                                    ---------            ---------    
 
Net increase (decrease) in cash and cash equivalents.........         520,864             (263,143)
CASH AND CASH EQUIVALENTS:
  Beginning of period........................................         110,841              327,718
                                                                    ---------            ---------    
  End of period..............................................       $ 631,705            $  64,575
                                                                    =========            =========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                        4
<PAGE>   6
 
                                   SEEC, INC.
 
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS
 
1. BASIS OF PRESENTATION
 
     In the opinion of the management of SEEC, Inc. (the "Company"), these
unaudited interim financial statements include all adjustments, consisting only
of normal recurring adjustments, considered necessary for a fair presentation of
operating results for the three month and nine month periods ended December 31,
1996 and 1995. Results for the interim periods are not necessarily indicative of
results for the full year. The accompanying statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission and therefore do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. Accordingly, the information contained in this Form 10-Q should be
read in conjunction with the financial statements and notes thereto for the
fiscal year ended March 31, 1996 and the six month period ended September 30,
1996 included in the Company's Registration Statement on Form S-1 as filed with
the Securities and Exchange Commission on October 11, 1996 and the related
amendments thereto.
 
2. SUBSEQUENT EVENTS
 
     (a) Recapitalization--On January 15, 1997, the Board of Directors effected
a 1-for-2.2094 reverse stock split in connection with the initial public
offering of the Company's common stock. All share and per share amounts in the
accompanying unaudited financial statements have been adjusted to reflect the
effects of this recapitalization.
 
     (b) Initial Public Offering--On January 27, 1997, the Company closed the
offering of 1,800,000 shares of common stock at a price of $7.25 per share.
Furthermore, on February 5, 1997, the underwriters exercised an option to
purchase an additional 270,000 shares at $7.25 per share, to cover
over-allotments. Net proceeds to the Company from the sale of the total
2,070,000 shares of common stock, after deduction of underwriting discounts and
estimated offering expenses, were approximately $13 million.
 
3. NET LOSS PER COMMON SHARE
 
     Net loss per common and common equivalent share, using the weighted average
number of common and common equivalent shares outstanding, was computed in
accordance with Securities and Exchange Commission Staff Accounting Bulletin No.
83 (SAB 83) by applying the treasury stock method. Pursuant to SAB 83, common
and common equivalent shares issued by the Company during the 12 months
immediately preceding a proposed public offering at prices substantially below
the initial public offering price, together with common share equivalents which
result from the grant of common stock options having exercise prices
substantially below the initial public offering price during the same period,
have been included in the calculation of the shares used in computing net loss
per share as if they were outstanding for all periods prior to the initial
public offering.
 
     Common equivalent shares, consisting of warrants and stock options, issued
12 months prior to the Company's filing date of its registration statement have
not been included in the computation of net loss per common share because their
effect was antidilutive for the periods presented.
 
4. PREPAID EXPENSES
 
     Through December 31, 1996, the Company had deferred certain costs
associated with the initial public offering totaling $125,661 which will be
charged against the proceeds of the offering, together with other
offering-related costs recorded subsequent to December 31, 1996.
 
                                        5
<PAGE>   7
 
5. ADVANCE ROYALTY
 
     Effective December 1, 1993, the Company entered into a five-year license
agreement (the License Agreement) with VIASOFT, Inc. (the Licensee) which
generally grants to Licensee a worldwide license to use and market certain of
the Company's products on a private label basis. The License Agreement provides,
among other things, for royalties of up to 30% of any license or maintenance
fees related to licensed products and minimum advance royalty payments totaling
$900,000 during the 18-month exclusivity period which expired on May 31, 1995.
The advance royalty of $900,000 is being recognized as income as copies of the
licensed products are delivered to VIASOFT for resale, and, to a lesser extent,
as royalties on the related maintenance revenues are reported to the Company by
VIASOFT.
 
     The Company gave notice to VIASOFT on December 3, 1996 of its intention to
terminate the License Agreement as a result of VIASOFT's not making additional
minimum royalty payments of at least $1,000,000 during the preceding 12 months,
as required by the License Agreement. The Company has received notice from
VIASOFT that it does not intend to extend the Agreement by making such minimum
payments and acknowledging that the Agreement will terminate effective June 4,
1997.
 
     Following termination of the Agreement, the Company is obligated to deliver
to VIASOFT that number of copies of the licensed products equal to the balance
of the advance royalty divided by the applicable product royalty amounts. The
$782,285 balance of the advance royalty at December 31, 1996 will be recognized
as income as the Company fulfills requests from VIASOFT to manufacture and
deliver those copies of the licensed products to VIASOFT for resale.
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
OVERVIEW
 
     The Company was founded in 1988 to develop tools and solutions for
maintenance and redevelopment of legacy COBOL applications. In 1992, the Company
commercially introduced its first product, COBOL Analyst. From 1992 to 1996, the
Company devoted significant resources to developing its proprietary suite of
products for COBOL maintenance and redevelopment, including products for year
2000 impact analysis. In 1995 and 1996, the Company introduced its COBOL Analyst
2000, COBOL Slicer, LAN version of COBOL Analyst, and Date Analyzer products.
The Company has continually enhanced its COBOL Analyst product line. The Company
began to increase its commitment to providing year 2000 related professional
services in fiscal 1996 as a result of the increased awareness of and demand for
year 2000 solutions.
 
     The Company derives its revenues primarily from software license fees,
professional services fees, and royalties from distributors of the Company's
software products. The Company's software is licensed primarily to Fortune 1000
companies, governmental organizations, and service providers. The Company's
product related services are provided to customers in conjunction with its
software products, and its other professional services are primarily programming
services provided on a contract basis to similar large organizations. The
Company's products and services are marketed through its sales force directly in
the United States and Canada and through product distributors, service providers
and systems integrators worldwide.
 
     The Company's revenues from software license fees and product-related
professional services increased significantly in the nine months ended December
31, 1996. This increase is attributable to the investments made since July 1995
in marketing year 2000 tools and solutions. The Company anticipates that this
trend will continue as it continues to build its sales and marketing
infrastructure. The demand for the Company's year 2000 products and solutions is
expected to increase significantly as market awareness of the year 2000 problem
continues to grow. The Company expects that the knowledge and close working
relationships developed with customers in providing year 2000 solutions will
provide additional opportunities for the Company to provide on-going solutions
for COBOL maintenance and redevelopment and for migration from mainframe to
client/ server environments.
 
     Revenues from professional service fees--other are expected to decrease in
significance as the Company shifts its resources and professional staff from
contract programming to year 2000 products and services.
 
                                        6
<PAGE>   8
 
     The Company recognizes software license fees upon shipment of the software
to the customer. Revenues from software maintenance are deferred and recognized
straight-line over the contract support period, which is generally one year.
Software maintenance contracts are generally renewable on an annual basis,
although the Company also negotiates long-term maintenance contracts from time
to time. Revenues from professional services are recognized as the services are
provided or on achievement of specified performance milestones negotiated with
customers. The use of performance milestones recognizes revenues on
substantially the same basis as the percentage-of-completion method.
 
COMPARISON OF QUARTER AND NINE MONTHS ENDED DECEMBER 31, 1996 AND DECEMBER 31,
1995
 
     References to the third quarter of fiscal 1997 and the third quarter of
fiscal 1996 refer to the three months ended December 31, 1996 and December 31,
1995, respectively.
 
     REVENUES. Total revenue for the third quarter of fiscal 1997 was $713,000
compared to $295,000 for the third quarter of fiscal 1996, an increase of
$418,000 or 142%. For the nine months ended December 31, 1996 revenue was
$1,803,000 compared to $707,000 for the nine months ended December 31, 1995, an
increase of $1,096,000 or 155%. This growth resulted primarily from increases in
software license fees and professional services--product related revenues.
 
     Software license fees were $351,000 for the third quarter of fiscal 1997
compared to $111,000 for the third quarter of fiscal 1996, an increase of
$240,000 or 216%. Software license fees were $726,000 for the nine months ended
December 31, 1996, compared to $215,000 for the nine months ended December 31,
1995, an increase of $511,000 or 238%. The increase in software license fees is
attributable to (1) the Company's decision during fiscal 1996 to build its sales
and marketing infrastructure and market its products and solutions directly to
end users, (2) increased customer awareness of the year 2000 problem which
resulted in higher demand for the Company's year 2000 tools and solutions, and
(3) expanded distribution of the Company's products and solutions through third
party service providers and selected distributors. During the third quarter of
fiscal 1996, ERA Software Systems Private Limited ("ERA"), the Company's
distributor in India, commenced marketing the Company's products and solutions.
Prior to that time, VIASOFT, Inc. ("VIASOFT") had been the Company's only
product distributor.
 
     Software maintenance fees were $44,000 for the third quarter of fiscal 1997
compared to $28,000 for the third quarter of fiscal 1996, an increase of $16,000
or 57%. Software maintenance fees were $120,000 for the nine months ended
December 31, 1996, compared to $85,000 for the nine months ended December 31,
1995, an increase of $35,000 or 41%. Software maintenance fees generally
correlate with software license fees. Therefore, the increase in software
maintenance fees is attributable to the increase in software license fees during
the quarter and during the previous twelve months.
 
     Professional services-product related revenues were $181,000 for the third
quarter of fiscal 1997 compared to $34,000 for the third quarter of fiscal 1996,
an increase of $147,000 or 432%. For the nine months ended December 31, 1996,
professional services--product related revenues were $448,000 compared to
$66,000 for the nine months ended December 31, 1995, an increase of $382,000 or
579%. These increases are primarily attributable to increased customer awareness
of the year 2000 problem and acceptance of the Company's Smart Change Factory
process and tools.
 
     Revenues from professional services--other were $137,000 for the third
quarter of fiscal 1997 compared to $122,000 for the third quarter of fiscal
1996, an increase of $15,000 or 12%. For the nine months ended December 31,
1996, professional services--other revenues were $509,000 compared to $340,000
for the nine months ended December 31, 1995, an increase of $169,000 or 50%.
These increases are attributable to increased demand for C++ and Windows
programming services. The Company does not expect these levels of revenue for
professional services--other to continue longer-term as it shifts its resources
to meet the increase in demand for its year 2000 products and services.
 
     COST OF REVENUES. Cost of revenues includes cost of software license and
maintenance fees, cost of professional services--product related, and
professional services--other. Included in the cost of software
 
                                        7
<PAGE>   9
 
license and maintenance fees are royalties which the Company pays to ICICI and
ERA for each product which the company sells, and to VIASOFT for certain
products.
 
     The Company's total cost of revenue was $358,000 for the third quarter of
fiscal 1997, compared to $170,000 for the third quarter of fiscal 1996, an
increase of $188,000 or 111%. For the nine months ended December 31, 1996, total
cost of revenue was $890,000 compared to $410,000 for the nine months ended
December 31, 1995, an increase of $480,000 or 117%. These increases are
primarily attributable to increased revenues from software licenses fees and
professional services--product related.
 
     Cost of software license and maintenance fees was $110,000 for the third
quarter of fiscal 1997 compared to $40,000 for the third quarter of fiscal 1996,
an increase of $70,000 or 175%. For the nine months ended December 31, 1996, the
cost of software license and maintenance fees was $204,000 compared to $83,000
for the nine months ended December 31, 1995, an increase of $121,000 or 146%.
These increases are primarily attributable to increased royalty expenses, in
particular those payable to ICICI, ERA, and VIASOFT. Royalty expense is
calculated as a percentage of specified revenues.
 
     Professional services--product related costs were $124,000 for the third
quarter of fiscal 1997 compared to $24,000 for the third quarter of fiscal 1996,
an increase of $100,000 or 417%. For the nine months ended December 31, 1996,
professional services--product related costs were $259,000 compared to $38,000
for the nine months ended December 31, 1995, an increase of $221,000 or 582%.
These increases correspond to the growth in revenues for year 2000 services
discussed above.
 
     Professional services--other costs were $124,000 for the third quarter of
fiscal 1997 compared to $107,000 for the third quarter of fiscal 1996, an
increase of $17,000 or 16%. For the nine months ended December 31, 1996,
professional services--other costs were $426,000 compared to $289,000 for the
nine months ended December 31, 1995, an increase of $137,000 or 47%. The
increases correspond to the additional contract programming services provided in
the quarter and the nine months ended December 31, 1996, and to the additional
costs of professional staff required to provide the services.
 
     The Company's total gross margin (total revenues less total cost of
revenues) as a percentage of revenue was 50% in the third quarter of fiscal 1997
compared to 42% in the third quarter of fiscal 1996, and 51% for the nine months
ended December 31, 1996 compared to 42% for the nine months ended December 31,
1995. The increases in the total gross margin percentages reflect proportionate
changes in the components of total revenue. For instance, software license and
maintenance fees, the component of total revenues with the highest gross
margins, comprised 55% and 47% of total revenue for the third quarter of fiscal
1997 and the nine months ended December 31, 1996, compared to 47% and 42% of
total revenues for the third quarter of fiscal 1996 and the nine months ended
December 31, 1995, respectively.
 
     Gross margin percentages were 72% and 72% for software license and
maintenance fees, 32% and 29% for professional services--product related, and
10% and 13% for professional services--other, respectively, for the third
quarters of fiscal 1997 and 1996. The gross margin percentages were 76% and 72%
for software license and maintenance fees, 42% and 43% for professional
services--product related, and 16% and 15% for professional services--other,
respectively, for the nine months ended December 31, 1996 and 1995. Gross margin
percentages for software license and maintenance fees will fluctuate depending
on the mix of software products and the varying royalty expenses associated with
those products. The gross margin percentages for professional services--product
related will vary depending on the type of services provided. Services that are
relatively highly automated, such as year 2000 inventory and impact assessments,
typically require fewer professional hours to perform than services involving
planning, source correction or testing. Furthermore, the Company's pricing for
product related services will vary based on the complexity and scope of the
engagement, and competitive considerations.
 
     The professional services-product related gross margin percentage of 32%
for the third quarter of fiscal 1997 reflects additional costs incurred for
recruiting, hiring and training new professionals. While these costs are likely
to recur, the amounts are expected to fluctuate from period to period, and will
therefore have a varying impact on gross margin percentages in any given period.
The gross margin percentage of 29% in the third quarter of fiscal 1996 was
generated on a relatively low revenue amount of $34,000, which was not
 
                                        8
<PAGE>   10
 
significant enough to generate representative gross margin percentages for this
category during that particular quarter.
 
     The gross margin percentages for professional services--other will
fluctuate based on the prices of the individual service contracts, the Company's
payroll and other costs of professional staff providing the services, and the
proportionate contribution of each contract to the total revenue for this
category in a period.
 
     SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, commissions and related benefits allocated to the Company's sales and
marketing personnel, plus the costs of travel, advertising, trade shows and
other promotional activities. Sales and marketing expenses were $189,000 for the
third quarter of fiscal 1997 compared to $74,000 for the third quarter of fiscal
1996, an increase of $115,000 or 155%. For the nine months ended December 31,
1996, sales and marketing expenses were $466,000 compared to $182,000 for the
nine months ended December 31, 1995, an increase of $284,000 or 156%. The
increases reflect the Company's decision to expand its sales and marketing
infrastructure in order to increase future revenue growth, in particular sales
of its year 2000 products and solutions.
 
     GENERAL AND ADMINISTRATIVE. General and administrative expenses include the
costs of general management, finance and accounting, rental of office space and
other administrative functions of the Company. General and administrative
expenses were $111,000 for the third quarter of fiscal 1997 compared to $27,000
for the third quarter of fiscal 1996, an increase of $84,000 or 311%. For the
nine months ended December 31, 1996, general and administrative expenses were
$198,000 compared to $103,000 for the nine months ended December 31, 1995, an
increase of $95,000 or 92%. The increases are due primarily to (1) hiring new
employees in finance, accounting and general administration, (2) increased use
of temporary services, and (3) expanding the Company's headquarters' rented
office space to accommodate growth.
 
     RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $104,000 for the first quarter of fiscal 1997 compared to $90,000 for the
first quarter of fiscal 1996, an increase of $14,000 or 16%. For the nine months
ended December 31, 1996, research and development expenses were $242,000
compared to $268,000 for the nine months ended December 31, 1995, a decrease of
$26,000 or 10%. Expenditures for research and development will vary depending on
the nature and status of projects and the in-house versus off-shore components
of the project costs. The Company utilizes the resources of ERA, its off-shore
affiliate (India), for certain research and development. Furthermore, during the
nine months ended December 31, 1996, the Company had temporarily re-directed
some professional staff to meet the increase demand for year 2000 services,
which accounts for the decrease in research and development expenses versus the
nine months ended December 31, 1995.
 
     INTEREST EXPENSE. Interest expense was $4,000 for the first quarter of
fiscal 1997 compared to $18,000 for the first quarter of fiscal 1996, a decrease
of $14,000 or 76%. For the nine months ended December 31, 1996, interest expense
was $36,000 compared to $56,000 for the nine months ended December 31, 1995, a
decrease of $20,000 or 36%. Until July 1996, interest expense included interest
on notes and advances payable to certain directors and shareholders, and
deferred salaries of two operating officers and shareholders. These interest-
bearing obligations were converted to shares of the Company's common stock in
July 1996. Interest expense for all periods presented includes interest on the
Company's indebtedness to ICICI.
 
     OTHER INCOME. Other income consists primarily of interest earned on the
Company's cash and cash equivalents.
 
     INCOME TAXES. No provision for income taxes was recorded for the periods
presented due to the Company's significant net operating loss position. As of
March 31, 1996, the Company had available unused Federal and State net operating
loss carryforwards that may be applied to reduce future taxable income of
approximately $646,000 and $601,000, respectively. The net operating loss
carryforwards expire at various times beginning with the fiscal year ending
March 31, 1998 and extending through the fiscal year ending March 31, 2011.
Changes in the Company's ownership may result in an annual limitation on the
amount of carryforwards that could be utilized.
 
                                        9
<PAGE>   11
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Prior to the initial public offering of common stock consummated January
27, 1997, the Company had funded its operations and its product development from
the following principal sources: (1) proceeds from the sale of shares of common
stock, (2) the ICICI grants and loan described below, (3) payments received from
the sale of products and services, including $900,000 in advance royalties from
VIASOFT, (4) proceeds from the issuance of subordinated and demand notes, and
(5) deferral of payments of salaries to the Company's executive officers. Since
March 31, 1996, $225,000 of the Company's Subordinated Notes, $220,000 of
unsecured notes and advances payable to certain directors and shareholders, and
$127,106 of deferred salaries payable to two officers, together with accrued
interest, were converted into 237,025 shares of common stock. In addition,
during the period of July through September, 1996 the Company sold through
private placements 211,425 shares of common stock for an aggregate of $747,440.
 
     The Company's initial development of its COBOL maintenance products was
funded in part by grants totaling $255,000 from ICICI pursuant to a Cooperation
and Project Financing Agreement dated June 1, 1990 among ICICI, the Company and
ERA. The agreement requires the Company to pay royalties to ICICI equal to 10%
of the Company's gross revenues from product sales and 5% of gross revenues from
maintenance and certain services, up to a maximum royalty payment of $525,000.
 
     During fiscal 1995, the Company funded its operations in part through a
$300,000 term loan from ICICI. The loan is collateralized by the Company's
accounts receivable and certain of its tangible personal property. The loan
bears interest at a prime rate plus 2.5% per annum, subject to a maximum rate of
9% and a minimum rate of 6%. The principal amount of the loan is payable in
quarterly installments, beginning with $60,000 payable in March, 1997 and
$30,000 per quarter from June, 1997 through March, 1999.
 
     The Company's cash flows have been used primarily for general operating
expenses, equipment purchases and research and development funding. Net cash
used by operating activities was $193,000 and $158,000 for the nine months ended
December 31, 1996 and 1995, respectively. At December 31, 1996 the Company's
working capital was $777,000 compared to $128,000 at March 31, 1996.
 
     In January, 1997 the Company consummated an underwritten initial public
offering of 1.8 million shares of its common stock at a price of $7.25 per
share. Also, in February, 1997 the underwriters exercised an option to purchase
an additional 270,000 shares at $7.25 per share, to cover over-allotments. Net
proceeds to the Company from the sale of the total 2,070,000 shares of common
stock, after deducting the underwriting discounts and estimated offering
expenses, were approximately $13 million.
 
     The Company intends to use the net proceeds of the offering in order to
market its products and solutions, expand its property and equipment, hire
personnel to market and perform year 2000 compliance services and for working
capital and general corporate purposes. Management believes that cash flows from
operations and the net proceeds of the offering will be sufficient to meet the
Company's cash flow needs for at least one year following the offering. In the
longer term, the Company may require additional sources of liquidity to fund
future growth. Such sources of liquidity may include equity offerings or debt
financings.
 
IMPACT OF INFLATION
 
     Increases in the inflation rate are not expected to affect the Company's
operating expenses. Although the Company has no current plans to borrow funds,
if it were to do so at variable interest rates, any increase in interest rates
would increase the Company's cost of borrowed funds.
 
SEASONALITY
 
     The Company's operations are not affected by seasonal fluctuations,
although the Company's cash flows may at times be affected by fluctuations in
the timing of cash receipts from large contracts.
 
                                       10
<PAGE>   12
 
                           PART II--OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS--NOT APPLICABLE
 
ITEM 2. CHANGES IN SECURITIES
 
       On January 15, 1997, the Board of Directors effected a 1-for-2.2094
       reverse stock split in connection with the public offering of the
       Company's common stock.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES--NOT APPLICABLE
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS--NOT APPLICABLE
 
ITEM 5. OTHER INFORMATION--NOT APPLICABLE
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
(a) Exhibits:
 
     (27) Financial Data Schedule
 
(b) Reports on Form 8-K
 
          No reports on Form 8-K were filed for the three months ended December
          31, 1996.
 
                                       11
<PAGE>   13
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
                                                        SEEC, Inc.
                                          --------------------------------------
                                                       (Registrant)
 

Date: February 13, 1997
                                                  
                                         By:      /s/ RAVINDRA KOKA
                                            ------------------------------------
                                                      Ravindra Koka
                                           President & Chief Executive Officer

 

                                         By:   /s/ RICHARD J. GOLDBACH
                                            ------------------------------------
                                                   Richard J. Goldbach
                                                 Chief Financial Officer







 
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