<PAGE>   1

================================================================================
                       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 March 31, 1999

    [ ]     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 0-20034



                            BROADWAY & SEYMOUR, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                             41-1522214
  -------------------------------                            -------------------
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                            Identification No.)

       128 South Tryon Street
     Charlotte, North Carolina                                      28202
  -------------------------------                                ----------
  (Address of principal executive                                (Zip code)
              offices)

                                 (704) 372-4281
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $.01 par value
                                (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 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    .
                                       ---     ---

         As of April 30, 1999 there were 9,238,123 shares of Common Stock, $.01
par value, outstanding.

================================================================================


                                  Page 1 of 18

<PAGE>   2

                            Broadway & Seymour, Inc.
                                Table of Contents

                                                                       Page
                                                                      Number
                                                                      ------
Part I Financial Information:

Introduction                                                             3

Item 1.  Financial Statements

         Consolidated Statement of Operations -
              Three months ended March  31, 1999
              and March 31, 1998                                         4

         Consolidated Balance Sheet -
              March 31, 1999 and December 31, 1998                       5

         Consolidated Statement of Cash Flows -
              Three months ended March 31, 1999 and
                March 31, 1998                                           6

         Notes to Consolidated Financial Statements                    7 - 8

Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations           9 - 14


Part II Other Information:

Item 2. Changes in Securities and Use of Proceeds                       15

Item 6. Exhibits and Reports on Form 8-K                              15 - 17

Signature                                                               18



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


PRODUCTS MENTIONED IN THIS REPORT ARE USED FOR IDENTIFICATION PURPOSES ONLY AND
MAY BE TRADE NAMES OR TRADEMARKS OF BROADWAY & SEYMOUR, INC., ITS SUBSIDIARIES
OR THIRD PARTIES.

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




                                       2
<PAGE>   3

Introduction:

         As more fully discussed in the attached notes to the consolidated
financial statements and in management's discussion and analysis, Broadway &
Seymour, Inc. (the "Company") has entered into an asset purchase agreement to
sell its customer relationship management business (the "CRM business") , based
in Charlotte, North Carolina, and as such, the CRM business is reflected in the
consolidated financial statements as a discontinued operation for the periods
presented. Also, effective March 5, 1999 the Company sold all of the outstanding
shares of its wholly owned subsidiary The MiniComputer Company of Maryland, Inc.
("TMC"). Accordingly, as of the closing date of the CRM sale, (expected in May
1999) the Company's wholly owned subsidiary, Elite Information Systems, Inc.
("Elite") will comprise the Company's ongoing operations. Tables in the attached
notes to the consolidated financial statements and in the management discussion
and analysis sections of this report provide summary details of the results of
operations of Elite, TMC (prior to the sale) and the Company's headquarters
costs.

         As a result of the sales of TMC and CRM, the Company's headquarters
will relocate to Los Angeles, California and it is anticipated that the
headquarters expenses will decrease in future periods as a result of the
Company's smaller size, fewer executive and legal department personnel, lower
insurance and other corporate related costs. In addition, the amortization of
the excess costs over the fair value of assets acquired are also expected to
decrease in future periods due to the sale of TMC as well as certain of the
Elite intangible assets reaching full amortization during the first quarter of
1999.



                                       3
<PAGE>   4

PART I - Financial Information
Item 1. Financial Statements.

                            Broadway & Seymour, Inc.
                      Consolidated Statement of Operations
                      (In thousands, except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                Three Months Ended March 31,
                                                                    1999           1998
                                                                  --------       --------

<S>                                                               <C>            <C>     
Net revenue                                                       $ 12,988       $  8,343
                                                                  --------       --------

Operating expenses:
  Cost of revenue                                                    7,926          5,805
  Research and development                                           1,007            546
  Sales and marketing                                                2,423          1,611
  General and administrative                                         1,374          1,364
                                                                  --------       --------
       Total operating expenses                                     12,730          9,326
                                                                  --------       --------
Operating income (loss)                                                258           (983)
Loss on disposition of non-strategic business units                   (295)          --
Interest income                                                        175            272
Interest expense                                                       (12)           (23)
                                                                  --------       --------
Income (loss) from continuing operations before income taxes           126           (734)
Income tax (provision) benefit for continuing operations               (59)            51
                                                                  --------       --------
Income (loss) from continuing operations                                67           (683)
                                                                  --------       --------
Discontinued operations:
  Income (loss) from discontinued operations, net of tax
     (provision) benefit of $47 and ($51), respectively                (49)           684
                                                                  --------       --------
Net income                                                        $     18       $      1
                                                                  ========       ========


Net income (loss) per share - continuing operations:
    - Basic                                                       $   0.01       ($  0.07)
    - Diluted                                                     $   0.01       ($  0.07)

Net income (loss) per share - discontinued operations
    - Basic                                                       ($  0.01)      $   0.07
    - Diluted                                                     ($  0.01)      $   0.07

Net income (loss) per share
    - Basic                                                       $   0.00       $   0.00
    - Diluted                                                     $   0.00       $   0.00
</TABLE>

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


                                       4
<PAGE>   5

                            Broadway & Seymour, Inc.
                           Consolidated Balance Sheet
                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                            Mar. 31,       Dec. 31,
                                                                              1999           1998
                                                                            --------       --------
<S>                                                                         <C>            <C>     
                                                                           (Unaudited)
Assets
Current assets:
    Cash and cash equivalents                                               $ 14,584       $ 15,273
    Receivables                                                               21,601         28,417
    Deferred income taxes                                                      6,712          6,131
    Other current assets                                                       1,095          1,930
    Net assets of discontinued operations                                      3,083           --
                                                                            --------       --------
        Total current assets                                                  47,075         51,751
Property and equipment                                                         1,613          5,167
Software costs                                                                 1,490          3,309
Intangible assets                                                              4,211          4,782
Other assets                                                                     256             87
                                                                            --------       --------
                                                                            $ 54,645       $ 65,096
                                                                            ========       ========

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable-trade                                                  $  2,741       $  5,070
    Accrued compensation                                                       1,431          3,974
    Other accrued liabilities                                                  3,659          4,758
    Deferred revenue                                                          17,577         22,710
    Income taxes payable                                                       1,230          1,169
                                                                            --------       --------
        Total current liabilities                                             26,638         37,681
                                                                            --------       --------
Deferred income taxes                                                          1,758          1,392
                                                                            --------       --------
Other liabilities                                                               --            1,004
                                                                            --------       --------
Stockholders' equity:
    Common stock, $.01 par value; Authorized 20,000,000 shares; Issued
    shares were 9,230,123 and 9,228,623, respectively                             92             92
    Paid-in capital                                                           39,085         38,696
    Less treasury stock, at cost, 950,743 shares and 1,038,552
      shares, respectively                                                    (4,604)        (5,427)
    Accumulated deficit                                                       (8,324)        (8,342)
                                                                            --------       --------
        Total stockholders' equity                                            26,249         25,019
                                                                            --------       --------
                                                                            $ 54,645       $ 65,096
                                                                            ========       ========
</TABLE>


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


                                       5
<PAGE>   6

                            Broadway & Seymour, Inc.
                      Consolidated Statement of Cash Flows
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           Three months ended
                                                                         Mar. 31,      Mar. 31,
                                                                           1999          1998
                                                                        --------       --------
<S>                                                                     <C>            <C>     
Cash flows from operating activities:
    Net income                                                          $     18       $      1
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                                      1,167          1,330
        Deferred income taxes                                               (215)          (132)
        (Gain) loss on disposition of non-strategic business units           295         (1,607)
        Loss on disposal of assets                                             2              1
        Changes in assets and liabilities excluding effects of
          disposition of non-strategic business units
                Receivables                                                1,142          7,477
                Inventories                                                   94            240
                Other assets                                                 200           (442)
                Accounts payable - trade                                  (1,704)        (1,829)
                Accrued compensation                                        (504)          (870)
                Other liabilities                                           (606)          (896)
                Deferred revenue and customer deposits                       281            731
                Income taxes                                                  61           (765)
                                                                        --------       --------
        Net cash provided by operating activities                            231          3,239
                                                                        --------       --------
Cash flows used by investing activities:
    Purchase of property and equipment                                      (206)          (621)
    Investment in software costs                                            --             (281)
    Cash used in business acquisitions/dispositions                         (714)          --
                                                                        --------       --------
        Net cash used by investing activities                               (920)          (902)
                                                                        --------       --------
Cash flows used by financing activities:
    Payments of notes payable and long-term debt                            --              (73)
                                                                        --------       --------
        Net cash used by financing activities                               --              (73)
                                                                        --------       --------
Net increase (decrease) in cash and cash equivalents                        (689)         2,264
Cash and cash equivalents, beginning of period                            15,273         17,965
                                                                        --------       --------
Cash and cash equivalents, end of period                                $ 14,584       $ 20,229
                                                                        ========       ========
</TABLE>


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


                                       6
<PAGE>   7

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


NOTE 1 - Basis of Presentation:

         For the periods presented, the Broadway & Seymour, Inc. (the "Company")
consolidated financial statements reflect the results of operations and
financial position of the Company's wholly owned subsidiaries Elite Information
Systems, Inc. ("Elite") and The MiniComputer Company of Maryland, Inc. ("TMC")
as well as its corporate headquarters. The Company's customer relationship
management business ("CRM" or the "CRM business") , based in Charlotte, NC, is
reflected in the consolidated financial statements as a discontinued operation
for the periods presented due to the pending sale of this business to Science
Applications International Corporation ("SAIC"). Also, effective March 5, 1999
the Company sold all of the outstanding shares of TMC to a holding company owned
by TMC management . Accordingly, as of the closing date of the CRM sale
(anticipated in May, 1999), Elite will comprise the Company's ongoing
operations.

         Elite is a legal and professional services business based in Los
Angeles, California and provides a comprehensive suite of financial and practice
management software applications for law firms and other professional service
organizations of all sizes. Elite's applications include integrated time and
billing systems, general ledger and practice management solutions as well as
consulting services offered to the legal and professional services markets.
Elite's software products are often sold with related services to aid the
customer in implementation, data conversion, user training, support and related
maintenance of those products.

         The consolidated financial statements of the Company include all
adjustments of a normal recurring nature which, in the opinion of management,
are necessary for a fair presentation of financial position as of March 31, 1999
and results of operations and cash flows for the interim periods presented. The
results of operations for the three months ended March 31, 1999 and 1998 are not
necessarily indicative of the results to be expected for the entire year.

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, certain information and footnotes required by
generally accepted accounting principles are not included herein. These interim
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 1998 as
reported by the Company in its Annual Report on Form 10-K.

         Certain prior year amounts have been reclassified to conform with
current year presentation.


Note 2 - Segment Information

         The Company has determined that its reportable segments (as defined by
Statement of Financial Accounting Standards Number 131 "Disclosure about
Segments of an Enterprise and Related Information") are Elite, CRM and TMC based
on each business unit having separate management teams that independently review
financial and operating performance, differences in products and services
offered, distinct geographical locations and the respective markets served.

         The following table provides key data related to each reportable
segment, a summary of non-allocated headquarters costs and a reconciliation to
consolidated results for the three months ended March 31, 1999 and 1998. Due to
the pending sale of the CRM business (see Note 1) and consistent with the
discontinued operations treatment of the CRM business in the consolidated
financial statements, the results of operations for the CRM business are
excluded from the segment data and the assets of the CRM business are classified
as assets held for sale and are included in the Headquarters column as of March
31, 1999.


                                       7
<PAGE>   8

                            Broadway & Seymour, Inc.
                                  Segment Data
                           ($ In thousands, unaudited)

Three Months Ended March 31, 1999
---------------------------------

                                   Elite      TMC    Headquarters  Consolidated
                                  -------   -------  ------------  ------------
Revenue                           $12,590   $   398     $  --        $12,988
Operating income (loss)           $ 1,389   $    77     $(1,208)     $   258
Depreciation and amortization     $   233   $     5     $   438      $   676
Capital expenditures              $   145   $  --       $    61      $   206

As of March 31, 1999
--------------------
Total assets                      $25,065   $   --      $29,580 (2)  $54,645


Three Months Ended March 31, 1998
---------------------------------

                                   Elite      TMC    Headquarters  Consolidated 
                                  -------   -------  ------------  ------------
Revenue                           $ 7,609   $   584     $   150      $ 8,343
Operating income (loss)           $    88   $    99     $(1,170)     $  (983)
Depreciation and amortization     $   192   $    38     $   517      $   747
Capital expenditures              $   107   $  --       $   514      $   621

As of March 31, 1998
--------------------
Total assets                      $24,713   $ 1,239     $39,144 (2)  $65,096


(1)  Headquarters operating loss includes the non-allocated costs such as the
     amortization expense associated with the excess costs over the fair value
     of assets acquired in the Elite and TMC purchase transactions as well as
     professional fees, insurance and the costs of the corporate executive and
     legal departments.

(2)  As of March 31, 1999, the total assets of Headquarters include the
     reclassified net assets of the discontinued CRM operations ($3.1 million)
     held for sale as well as other unsegregated assets such as substantially
     all of the cash balances of the Company and the Company's deferred tax
     assets, liabilities and the net book value of the excess costs over the 
     fair value of assets acquired in the Elite purchase transaction. As of
     December 31, 1998, the total assets of Headquarters include the assets of
     the CRM operations as well as other unsegregated assets such as
     substantially all of the cash balances of the Company and the Company's
     deferred tax assets, liabilities and the net book value of the excess costs
     over the fair value of assets acquired in the Elite purchase transaction.


NOTE 3 - Subsequent Events

         On April 12, 1999, the Company entered into a definitive agreement to
sell the assets of the CRM business. It is expected that the transaction will
result in an after-tax gain upon consummation.

         On April 13, 1999, the Board of Directors of the Company implemented a
shareowner rights plan and declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $.01 per
share, of the Company. The dividend was paid April 26, 1999 (the "Record Date")
to the stockholders of record on that date. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $.01 per share, of the Company
(the "Preferred Stock") at a price of $22.00 per one one-hundredth of a share of
Preferred Stock, subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement, dated as of April 14, 1999, as the same may
be amended from time to time, between the Company and EquiServe Trust Company,
N.A., as Rights Agent.


                                       8
<PAGE>   9

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.


Overview

         For the periods presented, the Broadway & Seymour, Inc. (the "Company")
consolidated financial statements reflect the results of operations and
financial position of its wholly owned subsidiaries Elite Information Systems,
Inc. ("Elite") and The MiniComputer Company of Maryland, Inc. ("TMC") as well as
its corporate headquarters. The Company's customer relationship management
business (the "CRM business") , based in Charlotte, NC, is reflected in the
consolidated financial statements as a discontinued operation for the periods
presented due to the pending sale of this business to Science Applications
International Corporation ("SAIC"). Also, effective March 5, 1999, the Company
sold all of the outstanding shares of TMC to a holding company owned by TMC
management . Accordingly, as of the closing date of the CRM sale (anticipated in
May, 1999), Elite will comprise the Company's ongoing operations.

         Elite is a legal and professional services business based in Los
Angeles, California and provides a comprehensive suite of financial and practice
management software applications for law firms and other professional service
organizations of all sizes. Elite's applications include integrated time and
billing systems, general ledger and practice management solutions as well as
offering consulting services to the legal and professional services markets.
Elite's software products are often sold with related services to aid the
customer in implementation, data conversion and user training efforts.

         This Quarterly Report on Form 10-Q may contain certain "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended,
that represent the Company's expectations or beliefs concerning future events or
projected financial results. Such forward-looking statements are about matters
that are inherently subject to risks and uncertainties. Factors that could
influence the matters discussed in certain forward-looking statements include
the timing and amount of revenue that may be recognized by the Company,
continuation of current expense trends, absence of unforeseen changes in the
Company's markets, continued acceptance of the Company's services and products
and general changes in the economy, as well as matters discussed in "Risks and
Uncertainties" in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998. There can be no assurance that such future events or
projected results will be achieved and actual results could differ materially.



                                       9
<PAGE>   10

Quarter Ended March 31, 1999 Compared to
         Quarter Ended March 31, 1998


                            Broadway & Seymour, Inc.
                Consolidating Condensed Statements of Operations
                          Quarter Ended March 31, 1999
                            (In thousands, unaudited)

<TABLE>
<CAPTION>
                                                                                 Business               
                                             Elite    Headquarters   Subtotal   Sold (TMC)  Consolidated
                                             -----    ------------   --------   ----------  ------------
<S>                                         <C>          <C>         <C>           <C>         <C>      
Revenue                                     $12,590      $      -    $ 12,590      $ 398       $ 12,988 
Cost of revenue                               7,196           440       7,636        290          7,926 
                                           -------------------------------------------------------------
Gross margin                                  5,394          (440)      4,954        108          5,062 
Research and development                      1,007             -       1,007          -          1,007 
Sales and marketing                           2,423             -       2,423          -          2,423 
General and administrative                      575           768       1,343         31          1,374 
                                           -------------------------------------------------------------
Continuing Operations  - Operating Income   $ 1,389      $ (1,208)   $    181      $  77       $    258 
                                           -------------------------------------------------------------
</TABLE>

                            Broadway & Seymour, Inc.
                Consolidating Condensed Statements of Operations
                          Quarter Ended March 31, 1998
                            (In thousands, unaudited)

<TABLE>
<CAPTION>
                                                                                  Business               
                                              Elite   Headquarters   Subtotal    Sold (TMC)  Consolidated
                                              -----   ------------   --------    ----------  ------------
<S>                                         <C>          <C>         <C>           <C>          <C>     
Revenue                                     $ 7,609      $    150    $  7,759      $ 584        $ 8,343 
Cost of revenue                               4,879           504       5,383        422          5,805 
                                           -------------------------------------------------------------
Gross margin                                  2,730          (354)      2,376        162          2,538 
Research and development                        546             -         546          -            546 
Sales and marketing                           1,611             -       1,611          -          1,611 
General and administrative                      485           816       1,301         63          1,364 
                                           -------------------------------------------------------------
Continuing Operations - Operating Income    $    88      $ (1,170)   $ (1,082)     $  99        $ (983)
                                           -------------------------------------------------------------
</TABLE>


         Elite revenue increased $5 million (65%) in the first quarter of 1999
over the first quarter of 1998. Revenue growth during the first quarter of 1999
was greatly influenced by higher levels of orders received during 1998, which
were 67% above the amount of orders signed during 1997. Most notable was a
significant contract signing for a $2.2 million license expansion for a single
customer. Elite expects to continue to perform work and recognize revenue under
this contract through 1999. Management also believes that the increase in
contract signings was due in part to Elite's introduction of products utilizing
a wider variety of database platforms and enhancements to existing product
functionality. The Year 2000 issue may have also focused an increasing number of
professional service firms on replacing their existing systems by the end of
1999. The expansion of Elite's customer base has also increased customer
support, training and maintenance revenue.

         Gross margins for the first three months of 1999 increased to 43% of
revenue (or $5.4 million) from 36% of revenue (or $2.7 million) in the same
period of 1998. A substantial part of Elite's costs of revenue are expenses for
deployable resources such as implementation personnel and contract labor. The
improved margin principally reflects the increase in revenue and a more
efficient utilization of these resources in 1999 to deliver products and
services.

         Research and development expenses for 1999 increased $.5 million at
Elite to $1 million (or 8% of revenue) from $.5 million (or 7.2% of revenue) in
1998. This increase was principally related to ongoing efforts to develop the
next version of the Elite suite of products, based on an advanced
object-oriented architecture with enhanced usability features. The Company is
committed to maintaining its research and development efforts so it can continue
to provide marketable software solutions as the needs of its customer base and
target markets change.



                                       10
<PAGE>   11

         Sales and marketing expenses at Elite increased $.8 million in 1999 to
$2.4 million from $1.6 million in 1998. This overall increase in sales and
marketing expenses is principally related to business development efforts,
reflecting increased commissions and incentive awards for revenue recognized and
contract signings achieved in the period. However, the revenue increases were
achieved while decreasing the sales and marketing costs as a percentage of
revenue from 21% in the first quarter of 1998 to 19% in the same period of 1999.

         General and administrative expenses for 1999 remained relatively
consistent with 1998, increasing less than $.1 million. However, as a percentage
of revenue the Elite's general and administrative expenses decreased to 5% of
revenue in 1999 from 6% of revenue in 1998, reflecting growing revenue while
maintaining controls over costs in this area.

         Headquarters expenses include the Company's non-allocated costs such as
professional fees, insurance costs, the costs of the corporate executive and
legal departments and amortization expense associated with the excess costs over
the fair value of assets acquired in the Elite and TMC purchase transactions.
The headquarters costs remained relatively consistent from period to period.
However, as a result of the relocation of the corporate headquarters to Los
Angeles, California and the sale of the CRM business, it is anticipated that the
headquarters expenses will decrease in future periods as a result of the
Company's smaller size, fewer executive and legal department personnel and their
related costs and lower insurance costs. In addition, the amortization of the
excess costs over the fair value of assets acquired will also decrease in future
periods due to the sale of TMC as well as certain of the Elite intangible assets
reaching full amortization during the first quarter of 1999.


Income Taxes:

         The provision for income taxes on continuing operations of $59,000 (47%
of the continuing operations pre-tax income) in 1999 exceeds the income tax
expense at the statutory rates for this period primarily due to the permanent
difference of non-deductible goodwill amortization, stock compensation expense,
and state income taxes. The income tax benefit on continuing operations $51,000
(7 % of the continuing operation pre-tax loss) in 1998 is a direct result of the
pre-tax loss, offset, in part, by the permanent difference of non-deductible
goodwill amortization, stock compensation expense, and state income taxes. The
Company believes that the effective tax rate in 1999 will remain higher than the
statutory rate due to the ongoing non-deductible goodwill amortization
associated with the Company's Elite acquisition.


                                       11
<PAGE>   12

Year 2000 Issues:

         Overview

         Many software products, custom-developed software, and products
embedded with microprocessor chips were designed to store, process or perform
calculations using only the last two digits of a four-digit year date, for
example, "98" rather than "1998". These software systems and embedded products
may assume the first two digits of the year date to be "19" and as such they may
not be able to process dates with years following 1999. For example, "00" may be
treated by certain software systems as the year 1900 rather than the year 2000.
Results of this failure to process the date correctly could include
miscalculations, unpredictable or inconsistent results or complete system
failures. Companies in all lines of business face issues in addressing whether
their software products, custom developed software and third party software used
internally, sold by the company or used by their vendors or customers or other
entities upon which the company relies, will be able to process data properly
relating to dates subsequent to December 31, 1999 ("Year 2000 compliance").

         State of Readiness

         The Company has recognized the need to address the Year 2000 compliance
issues and in 1997 established a Year 2000 compliance committee to supervise and
monitor the planning, performance and assessment of the Company's Year 2000
compliance efforts. This committee has involved members of senior management,
product development leaders, information systems management, facilities
management and corporate finance management in efforts to develop a
comprehensive and coordinated Year 2000 compliance effort. The chairman of the
committee periodically reports plans, progress and issues to executive
management and the audit committee of the Board of Directors.

         Beginning in the second half of 1997, the Company began developing an
inventory list of all its proprietary software products, third party products it
incorporates in its products or resells, infrastructure and internal use
products, facilities and office service systems and hardware products upon which
it relies. Upon completion of the inventory list, the Company's Year 2000
committee appointed individual team leaders from various functional areas to be
responsible for the efforts of assessing Year 2000 compliance for each of the
inventory list items.


         Proprietary Software Products and Custom Developed Software: In 1997,
the Company adopted the widely accepted definition for Year 2000 readiness set
out in the "Compliance with British Standards Institution DISC PD2000-1 for Year
2000". In May 1998, following a period of assessment and testing, the Company
issued its Year 2000 readiness statement which specifically identified the
current versions of each of the Company's proprietary products that met the
adopted standard. The Company continues to test new versions of its products for
compliance with this standard on an ongoing basis. The Company believes that its
current versions of proprietary software products are Year 2000 compliant;
however, no assurance can be given that additional modifications for Year 2000
compliance will not be necessary. The Company's software products are integrated
with its customers' software and hardware systems and have, in many cases, been
uniquely customized to the customers' specifications. The Company has generally
not tested its products as integrated in its customers' operating environments,
although it is in the process of developing methods to do so for current
TouchPoint customers. The customers' systems with which the Company's products
interoperate may not be Year 2000 compliant which may affect the operation of
the Company's products. As a result the Company, in the course of providing its
software maintenance services, may incur costs in ascertaining the cause(s) of
system failures not caused by its own products. Such costs, if any that the
Company may incur are not estimable, but will generally be charged to customers.

         Many of the Company's former customers and current customers presently
use earlier versions of the Company's software products, and/or associated
custom or systems integration code, that are not Year 2000 compliant. The
Company has made efforts to communicate with these customers to advise them that
they will need to upgrade to a Year 2000 compliant version of the Company's
software product, revise custom code or implement other alternatives to meet
their business needs. Customers paying support fees are entitled to receive
software product upgrades as part of their regular maintenance contracts.
Customers who have not maintained support agreements with the Company may
purchase such upgrades. Changes to custom or systems integration code provided
by the Company that is not Year 2000 compliant are not covered by customer
maintenance agreements. Customers may perform such changes themselves, engage
the Company to perform such changes, or, in some cases, engage third parties to
perform such changes. Customers may need to upgrade third party products and
their host software and hardware systems that share data or interoperate with
the Company's products in order to utilize the 



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<PAGE>   13

Company's software upgrades or modified custom or systems integration code. Such
costs could impact customer purchasing decisions and may lead customers to
choose alternatives to the Company's products or services.

         Third Party Products: Third party products embedded within the
Company's products are included in the test plans and compliance efforts that
the Company already has underway for its own products. In addition, the Company
has obtained certification of Year 2000 compliance from each third party vendor
whose products are embedded in the Company's products or that are resold by the
Company.

         Infrastructure and Third Party Products Used Internally: The Company
has obtained certification of Year 2000 compliance from each of the vendors of
its internal use information technology systems. The Company is developing test
plans for these internal use systems following the same guidelines and standards
that it has used for its own products. Currently the Company anticipates having
all test plans developed for critical internal use technology systems by
mid-1999. The Company also intends to begin testing during that period and will
continue testing through 1999.

         During 1999, the Company will begin developing a contingency plan
against Year 2000 failure for its mission critical software applications,
hardware and other systems.

         The majority of non-information technology systems on which the Company
relies in its operations are owned and managed by the lessors of the buildings
in which the Company's offices are located. The Company has developed checklists
of critical systems upon which it relies and certification documents are being
sought from its lessors and other appropriate providers as applicable regarding
Year 2000 compliance of their systems. The Company will prioritize these systems
and develop test plans based on the responses it receives, or does not receive,
from its lessors and other providers. This effort is scheduled for completion in
the first half of 1999.

         Risks and Costs

         Because of the nature of the Company's business, the Company may be
subject to Year 2000 claims or litigation by its customers or other parties.
Many customers will incur significant costs in making their information
processing systems Year 2000 compliant and may seek to transfer such costs
through litigation to information processing industry vendors such as the
Company. Although the ultimate outcome of any litigation is uncertain, the
Company does not believe that the ultimate amount of liability, if any, from
such actions would have a material adverse affect on the Company.

         The Company believes that Year 2000 issues may affect the purchasing
patterns of its customers and potential customers in a variety of ways. Many
companies are expending significant amounts and rededicating personnel to
correct or patch their current software systems for Year 2000 compliance. These
expenditures may result in reduced funds available to purchase software products
such as those offered by the Company. It is possible that certain of the
Company's customers are purchasing support contracts with the intent of
discontinuing such support after January 1, 2000 when they have satisfied
themselves that the supported product is Year 2000 compliant. Many potential
customers may also choose to defer purchasing Year 2000 compliant products until
they believe it is absolutely necessary, thus resulting in potentially stalled
market sales within the industry. Additionally, Year 2000 compliance issues
could cause a significant number of companies, including current Company
customers, to reevaluate their current system needs and as a result to consider
switching to other systems or suppliers.

         The Company has not specifically hired additional personnel or made
material purchases of products to address Year 2000 compliance issues, nor does
the Company expect it will be necessary to do so. The expenditures made to date
have principally related to salary costs of existing personnel assigned to
participate at various levels in the Company's compliance efforts. All costs
related to achieving Year 2000 compliance are being expensed as incurred. The
Company estimates that the costs incurred to date related to Year 2000
compliance efforts range between $.5 and $1.0 million. The Company expects to
continue to test current and new versions of its proprietary software, work with
vendors of third party software that the Company uses or resells, update and
test its inventory of potentially affected internal systems and communicate with
vendors and customers regarding the Year 2000 compliance issue. The Company
estimates the costs of these efforts will be below $.5 million.



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<PAGE>   14

Liquidity and Capital Resources:

         The Company's cash and cash equivalent balance was $14.6 million at
March 31, 1999 and working capital was $20.4 million. The Company had positive
cash flows from operations of approximately $.2 million and $3.2 million for the
three months ended March 31, 1999 and 1998, respectively.

          The Company has a two-year, $15 million revolving credit facility,
against which it has made no borrowings. Based on current operating
expectations, the Company does not anticipate drawing on the facility in the
near-term. The credit facility expires in July of 1999. The Company currently
intends to begin negotiations for a renewal of or a replacement of the credit
facility prior to its expiration. Under the current facility, the Company may
borrow up to a maximum of 80% of eligible accounts receivable. As of March 31,
1999, the Company had $11.3 million available for borrowing under this facility.
The credit facility is secured by substantially all of the Company's tangible
and intangible assets. Additionally, the loan agreement contains customary
covenants that require compliance with certain financial ratios and targets and
restricts the incurrence of additional indebtedness, payment of dividends and
acquisitions or dispositions of assets, among other things. As of March 31,
1999, the Company was in compliance with such covenants, as amended.

         Management believes that cash and cash equivalents, expected cash
proceeds from the sale of CRM, projected cash from operations, and availability
under the credit facility (or a similar facility) will be sufficient to meet
currently anticipated operating needs.



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<PAGE>   15

PART II - Other Information

Item 2. Changes in Securities and Use of Proceeds

         On April 13, 1999, the Board of Directors of the Company implemented a
shareowners rights plan and declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $.01 per
share, of the Company. The dividend was paid on April 26, 1999,the record date,
to the stockholders of record on that date. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $.01 per share, of the Company
(the "Preferred Stock") at a price of $22.00 per one one-hundredth of a share of
Preferred Stock, subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement, dated as of April 14, 1999, as the same may
be amended from time to time, between the Company and EquiServe Trust Company,
N.A., as Rights Agent.


Item 6. Exhibits and Reports on Form 8-K.

   Exhibit No.                            Description
   -----------                            -----------

3.1               Restated Certificate of Incorporation of Broadway & Seymour,
                  Inc., dated June 16, 1992 (Incorporated by reference to
                  Exhibit 3.1 to the Registrants Annual Report on Form 10-K for
                  the Fiscal Year Ended January 31, 1993)

3.2*              Certificate of Designations

3.3               Restated By-laws of the Company (Incorporated by reference to
                  Exhibit 3.2 to the Company's Registration Statement on Form
                  S-1, SEC File No. 33-46672)

4.1*              Specimen share certificate

4.2               Articles 4 and 5 of Broadway & Seymour, Inc.'s Restated
                  Certificate of Incorporation (Incorporated by reference to
                  Exhibit 4.2 to the Registrant's Registration Statement on Form
                  S-1, SEC File No. 33-46672)

4.3               Article II, Section 2.2 of the Company's Restated By-laws
                  (Incorporated by reference to Exhibit 4.3 to the Registrant's
                  Registration Statement on Form S-1, SEC File No. 33-46672)

4.4               Rights Agreement, dated April 14, 1999, between Broadway &
                  Seymour, Inc. and EquiServe Trust Company, N.A. as Rights
                  Agent, including the form of Certificate of Designations with
                  respect to the Series A Junior Participating Preferred Stock,
                  included as Exhibit A to the Rights Agreement, the forms of
                  Rights Certificate and of Election to Exercise, included as
                  Exhibit B to the Rights Agreement, and the form of Summary of
                  Rights to Purchase Share of Series A Junior Participating
                  Preferred Stock included as Exhibit C to the Rights Agreement.
                  (Incorporated by reference to Exhibit 4 to the Company's
                  Registration Statement on Form 8-A dated April 15, 1999)

10.01+            Restated 1985 Incentive Stock Option Plan of Broadway &
                  Seymour, Inc. dated June 12, 1985 (Incorporated by reference
                  to Exhibit 10.1 to the Registrant's Registration Statement on
                  Form S-1, SEC File No. 33-46672)

10.02+            Amendment No. 1 to Restated 1985 Incentive Stock Option Plan
                  of Broadway & Seymour, Inc. dated February 25, 1993
                  (Incorporated by reference to Exhibit 10.2 to the Registrant's
                  Annual Report on Form 10-K for the Fiscal Year Ended January
                  31, 1993)

10.03+            Amendment No. 2 to Restated 1985 Incentive Stock Option Plan
                  of Broadway & Seymour, Inc. dated February 17, 1994
                  (Incorporated by reference to Exhibit 10.16 to the
                  Registrant's Transition Report on Form 10-K for the Eleven
                  Months Ended December 31, 1993)

10.04+            Amendment No. 3 to Restated 1985 Incentive Stock Option Plan
                  of Broadway & Seymour, Inc. dated May 15, 1995 (Incorporated
                  by reference to Exhibit 10.4 to the Registrant's Quarterly
                  Report on Form 10-Q for the Quarter Ended September 30, 1995)



                                       15
<PAGE>   16

10.05+            Broadway & Seymour, Inc. 1996 Stock Option Plan dated
                  September 16, 1996 (Incorporated by reference to Appendix B to
                  the Registrant's Definitive Proxy Statement on Form DEFS14A
                  dated August 14, 1996)

10.06             Loan Agreement by and among Broadway & Seymour, Inc., Elite
                  Information Systems, Inc., The Minicomputer Company of
                  Maryland, Inc., Elite Information Systems International, Inc.,
                  Pragmatix Telephony Solutions, Inc., and Fleet National Bank
                  (as agent and lender) for $15,000,000 secured revolving credit
                  loan dated as of July 23, 1997. (Incorporated by reference to
                  Exhibit 10.21 to the Registrant's Quarterly Report on Form
                  10-Q for the Quarter Ended June 30, 1997)

10.07             Security Agreement by and between Broadway & Seymour, Inc. and
                  Fleet National Bank dated as of July 23, 1997 (Incorporated by
                  reference to Exhibit 10.22 to the Registrant's Quarterly
                  Report on Form 10-Q for the Quarter Ended June 30, 1997)

10.08             Security Agreement by and between Elite Information Systems,
                  Inc. and Fleet National Bank dated as of July 23, 1997
                  (Incorporated by reference to Exhibit 10.23 to the
                  Registrant's Quarterly Report on Form 10-Q for the Quarter
                  Ended June 30, 1997)

10.09             Security Agreement by and between Elite Information Systems
                  International, Inc. and Fleet National Bank dated as of July
                  23, 1997 (Incorporated by reference to Exhibit 10.24 to the
                  Registrant's Quarterly Report on Form 10-Q for the Quarter
                  Ended June 30, 1997)

10.10             Security Agreement by and between The Minicomputer of
                  Maryland, Inc. and Fleet National Bank dated as of July 23,
                  1997 (Incorporated by reference to Exhibit 10.26 to the
                  Registrant's Quarterly Report on Form 10-Q for the Quarter
                  Ended June 30, 1997)

10.11             Security Agreement by and between Pragmatix Telephony
                  Solutions, Inc. and Fleet National Bank dated as of July 23,
                  1997 (Incorporated by reference to Exhibit 10.26 to the
                  Registrant's Quarterly Report of Form 10-Q for the Quarter
                  Ended June 30, 1997)

10.12             Conditional Trademark Assignment by and between Broadway &
                  Seymour, Inc. and Fleet National Bank dated as of July 23,
                  1997 (Incorporated by reference to Exhibit 10.27 to the
                  Registrant's Quarterly Report on Form 10-Q for the Quarter
                  Ended June 30, 1997)

10.13             Conditional Trademark Assignment by and between Elite
                  Information Systems, Inc. and Fleet National Bank dated as of
                  July 23, 1997 (Incorporated by reference to Exhibit 10.28 to
                  the Registrant's Quarterly Report on Form 10-Q for the Quarter
                  Ended June 30, 1997)

10.14             Conditional Trademark Assignment by and between Elite
                  Information Systems International, Inc. and Fleet National
                  Bank dated as of July 23, 1997 (Incorporated by reference to
                  Exhibit 10.29 to the Registrant's Quarterly Report on Form
                  10-Q for the Quarter Ended June 30, 1997)

10.15             Conditional Trademark Assignment by and between The
                  Minicomputer of Maryland, Inc. and Fleet National Bank dated
                  as of July 23, 1997 (Incorporated by reference to Exhibit
                  10.30 to the Registrant's Quarterly Report on Form 10-Q for
                  the Quarter Ended June 30, 1997)

10.16             Conditional Trademark Assignment by and between Pragmatix
                  Telephony Solutions, Inc. and Fleet National Bank dated as of
                  July 23, 1997 (Incorporated by reference to Exhibit 10.31 to
                  the Registrant's Quarterly Report on Form 10-Q for the Quarter
                  Ended June 30, 1997)

10.17             Stock Pledge Agreement by and between Broadway & Seymour, Inc.
                  and Fleet National Bank dated as of July 23, 1997
                  (Incorporated by reference to Exhibit 10.32 to the
                  Registrant's Quarterly Report on Form 10-Q for the Quarter
                  Ended June 30, 1997)



                                       16
<PAGE>   17

10.19             Stock Pledge Agreement by and between Elite Information
                  Systems, Inc. and Fleet National Bank dated as of July 23,
                  1997 (Incorporated by reference to Exhibit 10.33 to the
                  Registrant's Quarterly Report on Form 10-Q for the Quarter
                  Ended June 30, 1997)

10.20             First Amendment to Loan Agreement by and among Broadway &
                  Seymour, Inc., Elite Information Systems, Inc., The
                  Minicomputer Company of Maryland, Inc., Elite Information
                  Systems International, Inc., and Fleet National Bank (as agent
                  and lender) dated September 30, 1997 (Incorporated by
                  reference to Exhibit 10.31 to the Registrant's Annual Report
                  on form 10-K for the year ended December 31, 1997)

10.21             Second Amendment to Loan Agreement by and among Broadway &
                  Seymour, Inc., Elite Information Systems, Inc., The
                  Minicomputer Company of Maryland, Inc., Elite Information
                  Systems International, Inc., and Fleet National Bank (as agent
                  and lender) dated February 6, 1998 (Incorporated by reference
                  to Exhibit 10.32 to the Registrant's Annual Report on form
                  10-K for the year ended December 31, 1997)

10.22             Third Amendment to Loan Agreement by and among Broadway &
                  Seymour, Inc., Elite Information Systems, Inc., The
                  Minicomputer Company of Maryland, Inc., Elite Information
                  Systems International, Inc., and Fleet National Bank (as agent
                  and lender) dated May 6, 1998

10.23             Fourth Amendment to Loan Agreement by and among Broadway &
                  Seymour, Inc., Elite Information Systems, Inc., The
                  Minicomputer Company of Maryland, Inc., Elite Information
                  Systems International, Inc., and Fleet National Bank (as agent
                  and lender) dated August 7, 1998

10.24             Fifth Amendment to Loan Agreement by and among Broadway &
                  Seymour, Inc., Elite Information Systems, Inc., The
                  Minicomputer Company of Maryland, Inc., Elite Information
                  Systems International, Inc., and Fleet National Bank (as agent
                  and lender) dated February 19, 1999

10.25+            Employment Agreement, dated as of May 29, 1997 (executed June
                  1, 1997), by and between Broadway & Seymour, Inc. and Keith B.
                  Hall (Incorporated by reference to the Registrant's Quarterly
                  Report on Form 10-Q for the quarter ended June 30, 1997)

10.26+            Amendment No. 1 to Employment Agreement for Keith B. Hall
                  dated February 19, 1998

10.27*+           Letter Agreement dated February 18, 1999 between Broadway &
                  Seymour, Inc. and Keith B. Hall.

10.28*+           Amended and Restated Employment Agreement dated as of January
                  15, 1999 by and between Broadway & Seymour, Inc. and Alan C.
                  Stanford

11*               Computation of earnings per share

27*               Financial Data Schedule, which is submitted electronically to
                  the Securities and Exchange Commission for information only
                  and not filed.

         * Filed herewith.
         + Management contract or compensatory plan or arrangement required to
           be filed as an exhibit.


(b) Reports on Form 8-K:

        Form 8-K dated April 13, 1999 regarding the implementation shareowner
        rights plan.



                                       17
<PAGE>   18

                                    SIGNATURE

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

                                           BROADWAY & SEYMOUR, INC.


Date:   May 13, 1999                       By:   /s/ Keith B. Hall
       -------------                           -------------------
                                               Keith B. Hall, Vice President and
                                               Chief Financial Officer



                                       18