-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NfNAzvbn6dFd9rcoMKPF1rCPhnNN76yPXY/B1/RjGIVyq2j6wOZTMoRaQirOXWWC NM6h8SCYrcEXjKgvbXGPug== 0000904454-98-000121.txt : 19980720 0000904454-98-000121.hdr.sgml : 19980720 ACCESSION NUMBER: 0000904454-98-000121 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980717 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEER TECHNOLOGIES INC /DE CENTRAL INDEX KEY: 0000945127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133556562 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54373 FILM NUMBER: 98667957 BUSINESS ADDRESS: STREET 1: 8000 REGENCY PARKWAY CITY: CARY STATE: NC ZIP: 27511 BUSINESS PHONE: 9193805000 MAIL ADDRESS: STREET 1: 8000 REGENCY PARKWAY CITY: CARY STATE: NC ZIP: 27511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELSH CARSON ANDERSON & STOWE VI LP CENTRAL INDEX KEY: 0001006742 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 32O PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 CUSIP NO. 815680101 Page 1 of 44 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Seer Technologies, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 815680101 (CUSIP Number) Welsh, Carson, Anderson William J. Hewitt, Esq. & Stowe Reboul, MacMurray, Hewitt, 320 Park Avenue, Suite 2500 Maynard & Kristol New York, New York 10022 45 Rockefeller Plaza Attention: Laura VanBuren New York, New York 10111 Tel. (212) 893-9500 Tel. (212) 841-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 9, 1996 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. CUSIP NO. 815680101 Page 2 of 44 Pages 1) Name of Reporting Person Welsh, Carson, Anderson S.S. or I.R.S. Identification & Stowe VI, L.P. No. of Above Person 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds WC 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting 9,948,695 shares of Shares Beneficially Power Common Stock Owned by Each (including shares Reporting Person: issuable upon conversion of convertible pre- ferred stock) 8) Shared Voting Power -0- 9) Sole Disposi- 9,948,695 shares of tive Power Common Stock (including shares issuable upon conversion of convertible pre- ferred stock) 10) Shared Dis- positive Power -0- CUSIP NO. 815680101 Page 3 of 44 Pages 11) Aggregate Amount Beneficially 9,948,695 shares of Owned by Each Reporting Person Common Stock (including shares issuable upon conversion of convertible pre- ferred stock 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 63.8% Amount in Row (11) 14) Type of Reporting Person PN CUSIP NO. 815680101 Page 4 of 44 Pages 1) Name of Reporting Person WCAS Information S.S. or I.R.S. Identification Partners, L.P. No. of Above Person 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds WC 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting 117,984 shares of Shares Beneficially Power Common Stock Owned by Each (including shares Reporting Person: issuable upon conversion of convertible pre- ferred stock) 8) Shared Voting Power -0- 9) Sole Disposi- 117,984 shares of tive Power Common Stock (including shares issuable upon conversion of convertible pre- ferred stock) 10) Shared Dis- positive Power -0- CUSIP NO. 815680101 Page 5 of 44 Pages 11) Aggregate Amount Beneficially 117,984 shares of Owned by Each Reporting Person Common Stock (including shares issuable upon conversion of convertible pre- ferred stock 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 3.7% Amount in Row (11) 14) Type of Reporting Person PN CUSIP NO. 815680101 Page 6 of 44 Pages 1) Name of Reporting Person WCAS Capital S.S. or I.R.S. Identification Partners II, L.P. No. of Above Person 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds Not Applicable 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting 446,189 shares of Shares Beneficially Power Common Stock Owned by Each Reporting Person: 8) Shared Voting Power -0- 9) Sole Disposi- 446,189 shares of tive Power Common Stock 10) Shared Dis- positive Power -0- 11) Aggregate Amount Beneficially 446,189 shares of Owned by Each Reporting Person Common Stock 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 1.0% Amount in Row (11) 14) Type of Reporting Person PN CUSIP NO. 815680101 Page 7 of 44 Pages Schedule 13D Item 1. Security and Issuer. This statement relates to the Common Stock, $.01 par value (the "Common Stock"), of Seer Technologies, Inc., a Delaware corporation ("Seer" or the "Issuer"). The principal executive offices of the Issuer are located at 8000 Regency Parkway, Cary, North Carolina 27511. Item 2. Identity and Background. (a) ______ Pursuant to Rule 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this statement on Schedule 13D on behalf of Welsh, Carson, Anderson & Stowe VI, L.P., a Delaware limited partnership ("WCAS VI"), WCAS Capital Partners II, L.P., a Delaware limited partnership ("WCAS CP II") and WCAS Information Partners, L.P., a Delaware limited partnership ("WCAS IP"). WCAS VI, WCAS CP II and WCAS IP are sometimes hereinafter referred to as the "Reporting Persons". The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act. The Agreement among the Reporting Persons to file as a group (the "Group Agreement") is attached hereto as Exhibit A. WCAS VI (b)-(c) WCAS VI is a Delaware limited partnership. The principal business of WCAS VI is that of a private investment partnership. The sole general partner of WCAS VI is WCAS VI Partners, L.P., a Delaware limited partnership ("VI Partners"). The principal business of VI Partners is that of acting as the general partner of WCAS VI. The principal business and principal office address of WCAS VI, VI Partners and the general partners of VI Partners is 320 Park Avenue, Suite 2500, New York, New York 10022. The general partners of VI Partners are citizens of the United States, and their respective principal occupations are set forth below. WCAS CP II (b)-(c) WCAS CP II is a Delaware limited partnership. The principal business of WCAS CP II is that of a private investment partnership. The sole general partner of WCAS CP II is WCAS CP II Partners, a New Jersey general partnership ("CP II Partners"). The principal business of CP II Partners CUSIP NO. 815680101 Page 8 of 44 Pages is that of acting as the general partner of WCAS CP II. The principal business and principal office address of WCAS CP II, CP II Partners and the general partners of CP II Partners is 320 Park Avenue, Suite 2500, New York, New York 10022. The general partners of CP II Partners are citizens of the United States, and their respective principal occupations are set forth below. WCAS IP (b)-(c) WCAS IP is a Delaware limited partnership. The principal business of WCAS IP is that of a private investment partnership. The sole general partner of WCAS IP is WCAS INFO Partners, a Delaware general partnership ("INFO Partners"). The principal business of INFO Partners is that of acting as the general partner of WCAS IP. The principal business and principal office address of WCAS IP, INFO Partners and the general partners of INFO Partners is 320 Park Avenue, Suite 2500, New York, New York 10022. The general partners of INFO Partners are citizens of the United States, and their respective principal occupations are set forth below. General Partners Occupation Patrick J. Welsh General Partner, VI Partners and CP II Partners Russell L. Carson General Partner, VI Partners and CP II Partners Bruce K. Anderson General partner, VI Partners, CP II Partners and INFO Partners Richard H. Stowe General Partner, VI Partners and CP II Partners Thomas E. McInerney General Partner, VI Partners, CP II Partners and INFO Partners Charles G. Moore, III General Partner, CP II Partners Andrew M. Paul General Partner, VI Partners and CP II Partners Laura VanBuren General Partner, VI Partners and CP II Partners Robert A. Minicucci General Partner, VI Partners and CP II Partners CUSIP NO. 815680101 Page 9 of 44 Pages Anthony J. deNicola General Partner, VI Partners and CP II Partners Paul B. Queally General Partner, VI Partners (d) ______ None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds and Other Consideration. On August 8, 1996, in recognition of the additional financial risk assumed by WCAS VI in its capacity as a stockholder of the Issuer by giving certain guaranties with respect to certain loans made to the Issuer, 75,000 shares of Common Stock were issued by the Issuer to WCAS VI. On August 9, 1996, WCAS VI and WCAS IP purchased 1,978,643 shares and 23,643 shares, respectively, of Series A Convertible Preferred Stock from the Issuer pursuant to a Preferred Stock Purchase Agreement dated as of August 9, 1996, among the Issuer, WCAS VI and the several other purchasers named in Schedule I thereto (the "Series A Purchase Agreement"). The Series A Purchase Agreement is attached hereto as Exhibit B, and any description thereof is qualified in its entirety by reference thereto. The purchase price per share was $5.969, and each share of Series A Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis. The source of funds for such purchase was the working capital, or funds available for investment, of WCAS VI and WCAS IP. On April 27, 1998, WCAS VI and WCAS IP purchased 1,664,920 shares and 19,895 shares, respectively, of Series B Convertible Preferred Stock from the Issuer pursuant to a Preferred Stock Purchase Agreement dated as of August 9, 1996, among the Issuer, WCAS VI and the several other purchasers named in Schedule I thereto (the "Series B Purchase Agreement"). The Series B Purchase Agreement is attached hereto as Exhibit C, and any description thereof is CUSIP NO. 815680101 Page 10 of 44 Pages qualified in its entirety by reference thereto. The purchase price per share was $2.8375, and each share of Series B Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis. The source of funds for such purchase was the working capital, or funds available for investment, of WCAS VI and WCAS IP. Item 4. Purpose of Transaction. Other than as described in Item 3 above, the Reporting Persons have acquired securities of the Issuer for investment purposes. Item 5. Interest in Securities of the Issuer. The following information is based on a total of 11,950,633 shares of Common Stock outstanding as of June 16, 1998, as reported in the Issuer's report on Form 10-Q/A for the quarter ended March 31, 1998, as filed on June 17, 1998, and gives effect to the conversion of all shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by the persons named below: (a) WCAS VI and VI Partners WCAS VI owns 9,948,695 shares of Common Stock, or approximately 63.8% of the Common Stock outstanding. VI Partners, as the general partner of WCAS VI, may be deemed to beneficially own the securities owned by WCAS VI. WCAS CP II and CP II Partners WCAS CP II owns 446,189 shares of Common Stock, or approximately 3.7% of the Common Stock outstanding. CP II Partners, as the general partner of WCAS CP II, may be deemed to beneficially own the securities owned by WCAS CP II. WCAS IP and INFO Partners WCAS IP owns 117,984 shares of Common Stock, or approximately 1.0% of the Common Stock outstanding. INFO Partners, as the general partner of WCAS IP, may be deemed to beneficially own the securities owned by WCAS IP. CUSIP NO. 815680101 Page 11 of 44 Pages General Partners of VI Partners, CP II Partners and INFO Partners (i) ______ Patrick J. Welsh owns directly 59,014 shares of Common Stock and indirectly, in three trusts for the benefit of his minor children, 25,278 shares of Common Stock, or, in the aggregate, approximately 0.7% of the Common Stock outstanding. (ii) Russell L. Carson owns 84,271 shares of Common Stock, or approximately 0.7% of the Common Stock outstanding. (iii) Bruce K. Anderson owns 89,271 shares of Common Stock, or approximately 0.8% of the Common Stock outstanding. (iv) Richard H. Stowe owns 33,703 shares of Common Stock (including shares held by DE Charter Trust Co. as Trustee FBO the IRA/Rollover of Richard H. Stowe), or approximately 0.3% of the Common Stock outstanding. (v) Andrew M. Paul owns 23,223 shares of Common Stock, or approximately 0.2% of the Common Stock outstanding. (vi) Thomas E. McInerney owns 17,854 shares of Common Stock, or approximately 0.2% of the Common Stock outstanding. (vii) Laura VanBuren owns 3,369 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (ix) Robert A. Minicucci owns 42,135 shares of Common Stock, or approximately 0.4% of the Common Stock outstanding. (x) Anthony J. deNicola owns 5,052 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (b) The general partners of each of VI Partners, CP II Partners and INFO Partners may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer owned by WCAS VI, WCAS CP II and WCAS IP, respectively. Each of the general partners of VI Partners, CP II Partners and INFO Partners disclaims beneficial ownership of all securities other than the shares he or she owns directly or by virtue of his or her indirect pro rata interest, as a partner of VI Partners, CP II CUSIP NO. 815680101 Page 12 of 44 Pages Partners and/or INFO Partners, as the case may be, in the shares owned by WCAS VI, WCAS CP II and/or WCAS IP. (c) Except as described in this statement, none of the entities or persons named in Item 2 has effected any transaction in the Issuer's securities in the past 60 days. (d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of the shares owned by WCAS VI, WCAS CP II or WCAS IP. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the terms of the Series A Purchase Agreement and the Series B Purchase Agreement, the Issuer has granted certain rights to registration under the Securities Act of 1933, as amended, to the Reporting Persons with respect to the Common Stock owned by the Reporting Persons, including the shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock. Item 7. Material to Be Filed as Exhibits. Exhibit A - Group Agreement (Appears at Page 14) Exhibit B - Series A Purchase Agreement (Appears at Page 15) Exhibit C - Series B Purchase Agreement (Appears at Page 30) CUSIP NO. 815680101 Page 13 of 44 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 15, 1998 WELSH, CARSON, ANDERSON & STOWE VI, L.P. By: WCAS VI Partners, L.P., General Partner By: /s/ Laura Van Buren General Partner WCAS INFORMATION PARTNERS, L.P. By: WCAS INFO Partners, General Partner By: /s/ Laura VanBuren Attorney-in-Fact WCAS CAPITAL PARTNERS II, L.P. By: WCAS CP II Partners, General Partner By: /s/ Laura VanBuren General Partner CUSIP No. 051629103 Page 14 of 44 Pages EXHIBIT A AGREEMENT OF WELSH, CARSON, ANDERSON & STOWE VI, L.P., WCAS INFORMATION PARTNERS, L.P. AND WCAS CAPITAL PARTNERS II, L.P. Pursuant to Rule 13d-1(f) The undersigned hereby agree that the Statement on Schedule 13D to which this Agreement is annexed as Exhibit A is filed on behalf of each of them in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended. Dated: July 15, 1998 WELSH, CARSON, ANDERSON & STOWE VI, L.P. By: WCAS VI Partners, L.P., General Partner By: /s/ Laura Van Buren General Partner WCAS INFORMATION PARTNERS, L.P. By: WCAS INFO Partners, General Partner By: /s/ Laura VanBuren Attorney-in-Fact WCAS CAPITAL PARTNERS II, L.P. By: WCAS CP II Partners, General Partner By: /s/ Laura VanBuren General Partner CUSIP No. 051629103 Page 15 of 44 Pages EXHIBIT B PREFERRED STOCK PURCHASE AGREEMENT, dated as of August 9, 1996, among SEER TECHNOLOGIES, INC., a Delaware corporation (the "Company"), WELSH, CARSON, ANDERSON & STOWE VI, L.P., a Delaware limited partnership ("WCAS VI"), and the several other purchasers named in Schedule I hereto (such other purchasers together with WCAS VI being herein referred to individually as a "Purchaser" and collectively as the "Purchasers"). WHEREAS, after giving effect to the filing of a Certificate of Designation of the Company in the form annexed hereto as Exhibit A (the "Certificate of Designation"), the Company shall designate shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") from the Company's authorized 10,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"); WHEREAS, the Company wishes to issue and sell to the Purchasers shares of Series A Preferred Stock for the aggregate purchase price of $12,500,000 (the "Purchase Price"); and WHEREAS, the Purchasers wish to purchase said shares of Series A Preferred Stock, all on the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows: I. PURCHASE AND SALE OF SHARES SECTION 1.01 Issuance, Sale and Delivery of the Shares. (a) On the Closing Date (as defined below), the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, the number of authorized but unissued shares of Series A Preferred Stock, rounded to the nearest whole share (said aggregate shares being purchased by the Purchasers being herein collectively called the "Shares"), obtained by dividing the amount set forth opposite the name of such Purchaser in Schedule I hereto under the heading "Purchase Price", by the Average Share Price (as defined below), and the Company shall issue and deliver to each Purchaser stock certificates in definitive form, registered in the name of such Purchaser, representing the Shares being purchased by such Purchaser hereunder. (b) The price per Share to be paid by each Purchaser on the Closing Date (the "Average Share Price") shall be determined by taking the average of the last reported sales price per share of Common Stock, par value $.01 per share ("Common Stock"), of the Company quoted by the National Association of Securities Dealers Automated Quotation System for the twenty (20) consecutive trading days beginning on July 11, 1996. CUSIP No. 051629103 Page 16 of 44 Pages (c) As payment in full for the Shares being purchased by each Purchaser hereunder, and against delivery of the stock certificates therefor as aforesaid, on the Closing Date each Purchaser shall wire transfer to the account of the Company in immediately available funds the sum set forth opposite the name of such Purchaser in Schedule I hereto under the heading "Purchase Price". SECTION 1.02 Closing Date. The closing of the sale and purchase of the Shares shall take place at the offices of Reboul, MacMurray, Hewitt, Maynard & Kristol, 45 Rockefeller Plaza, New York, New York, at 10 a.m., New York time, on the date that is the next business day after the determination of the Average Share Price, or at such other date and time as may be mutually agreed upon between WCAS VI and the Company (such date and time of closing being herein called the "Closing Date"). II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Purchasers as follows: SECTION 2.01 Organization, Qualifications and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the operations or financial condition of the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as currently conducted, to execute, deliver and perform this Agreement and to issue, sell and deliver the Shares. SECTION 2.02 Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Company, or any provision of any indenture, agreement or other instrument by which the Company or any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries. (b) The Shares have been duly authorized and designated, and when issued in accordance with the terms of this Agreement, will be validly issued, No. 051629103 Page 17 of 44 Pages fully paid and nonassessable shares of Series A Preferred Stock. The issuance, sale and delivery of the Shares are not subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person. SECTION 2.03 Validity. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms. SECTION 2.04 Authorized Capital Stock. On the date hereof, the authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. After giving effect to the filing of the Certificate of Designation, a number of shares of Preferred Stock equal to 12,500,000 divided by the Average Share Price shall have been designated Series A Preferred Stock. As of the date hereof, immediately prior to giving effect to the purchase and sale of the Shares as contemplated hereby, 11,481,992 shares of Common Stock and no shares of Preferred Stock are validly issued and outstanding, fully paid and nonassessable. (b) Except for the transactions contemplated herein or as set forth in the Company's Form 10-K for the 1995 fiscal year or the Company's Form 10-Q for the first quarter ended December 31, 1995 or the second quarter ended March 31, 1996, referred to in Section 2.06 hereof, (i) no subscription, warrant, option, convertible security or other right (contingent or other) to purchase or acquire any shares of any class of capital stock of the Company is authorized or outstanding, (ii) there is not any commitment of the Company to issue any shares, warrants, options or other such rights or to distribute to holders of any class of its capital stock any evidences of indebtedness or assets, and (iii) the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. SECTION 2.05 Financial Statements. The Company has heretofore furnished to the Purchasers: (i) the audited consolidated balance sheet of the Company and its subsidiaries as of September 30, 1995, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the year then ended, certified by Coopers & Lybrand L.L.P., independent certified public accountants, and (ii) the unaudited consolidated balance sheets of the Company and its subsidiaries as of December 31, 1995 and March 31, 1996, and the related unaudited consolidated statements of operations, changes in stockholders' equity and cash flows for the respective three and six month periods then ended, certified by the principal financial officer of the Company. All such financial statements (including any related schedules and/or notes, if any) are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles consistently applied. Each such balance sheet fairly and accurately presents the financial position of the Company and its subsidiaries as of its date, and each of said statements of operations, changes in stockholders' equity and cash flows fairly and accurately presents the results of operations of the Company and its subsidiaries for the period covered thereby, subject, in the case of unaudited financial statements, to normal year-end adjustments which are not, in the aggregate, material. Since March 31, 1996, except as disclosed in the Company's earnings CUSIP No. 051629103 Page 18 of 44 Pages release for the third quarter ended June 30, 1996, neither the business, operations, property nor financial condition of the Company and its subsidiaries, taken as a whole, have been materially adversely effected by any occurrence or development known to the Company, whether or not insured against. SECTION 2.06 Disclosure. Neither the Company's Annual Report on Form 10-K for the year ended September 30, 1995 nor its Quarterly Report on Form 10-Q for the first quarter ended December 31, 1995 or the second quarter ended March 31, 1996, contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Neither this Agreement nor any of the schedules, attachments, written statements, documents, certificates or other items delivered by the Company to the Purchasers pursuant to this Agreement contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Company has furnished the Purchasers with an accurate and complete copy of its annual report on Form 10-K for the 1995 fiscal year and of all other reports or documents required to be filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the "Exchange Act"), since the filing of the most recent annual report to its stockholders. The Company has made all filings with the Securities and Exchange Commission (the "Commission") that it has been legally required to make. Except as disclosed in Schedule 2.06 attached hereto, the Company has not received any request from the Commission to file any amendment or supplement to any of the reports described in this Section 2.06. SECTION 2.07 Actions Pending. Except as set forth in the Company's Form 10-K for the 1995 fiscal year or the Company's Form 10-Q for the first quarter ended December 31, 1995 or the second quarter ended March 31, 1996, referred to in Section 2.06 hereof, there is no action, suit, proceeding or, to the knowledge of the Company, investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any of their respective properties or rights before any court or by or before any governmental body or arbitration board or tribunal, the outcome of which might result in any material adverse effect on the business, prospects, operations, property or financial condition of the Company or any of its subsidiaries, taken as a whole. To the knowledge of the Company, there does not exist any basis for any such action, suit, investigation or proceeding. III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Each Purchaser represents and warrants to the Company that it is acquiring the Shares being purchased by it hereunder for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof. Each Purchaser further represents that it understands that (i) the Shares have not been registered under the Securities Act of 1933, CUSIP No. 051629103 Page 19 of 44 Pages as amended (the "Securities Act"), by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, (ii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect. Each Purchaser further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis of sales of the Shares (or of the shares of Common Stock issuable upon conversion thereof) in limited amounts under certain conditions. Each Purchaser acknowledges that it has had a full opportunity to request from the Company to review and has received all information deemed relevant in making a decision to enter into this Agreement and consummate the transactions contemplated hereby. IV. CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS AND THE COMPANY SECTION 4.01 Conditions to the Obligations of the Purchasers. The obligation of each Purchaser to purchase and pay for the Shares being purchased by it hereunder on the Closing Date is, at its option, subject to the satisfaction, on or before such date, of the following conditions: (a) Representations and Warranties to be True and Correct. The representations and warranties contained in Article II hereof shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writing. (b) Performance. The Company shall have performed and complied with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the Closing Date, and the Company shall have certified to such effect to the Purchasers in writing. (c) Credit Line Agreement. The $12,500,000 Credit Agreement (the "Credit Agreement") between the Company and NationsBank, N.A., a national banking association ("NationsBank"), shall have been executed and delivered by the Company and NationsBank and shall be in full force and effect. (d) Guaranty Agreement. The Agreement (the "Guaranty Agreement") between the Company and WCAS VI, pursuant to which (i) WCAS VI shall agree to execute a guaranty in connection with the Credit Agreement in order to protect and enhance its existing substantial CUSIP No. 051629103 Page 20 of 44 Pages equity investment in the Company and to induce NationsBank to enter into the Credit Agreement, and (ii) the Company shall agree to issue to WCAS VI in recognition for the additional financial risk assumed by WCAS VI in executing such guaranty (and not as compensation or a payment for any services or otherwise in connection with the pursuit of a trade or business) 75,000 shares (the "Guaranty Shares") of Common Stock, shall have been executed and delivered by the Company and shall be in full force and effect. (e) Guaranty Shares. The Guaranty Shares shall have been issued and delivered to WCAS VI pursuant to the Guaranty Agreement. (f) Certificate of Designation. The Certificate of Designation shall have been adopted by the Company by all necessary action of the Board of Directors, and shall have been duly filed with the Secretary of State of Delaware and become legally effective. (g) All Proceedings to be Satisfactory. All corporate and other proceedings to be taken by the Company in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in form and substance to the Purchasers and the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request, including, without limitation, certified copies of the resolutions of the Board of Directors of the Company approving and authorizing the execution, delivery and performance of this Agreement and the issue, sale and delivery of the Shares. All such documents shall be satisfactory in form and substance to the Purchasers. SECTION 4.02 Conditions to the Obligations of the Company. The obligation of the Company to sell the Shares on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions: (a) Credit Line Agreement. The Credit Agreement shall have been executed and delivered by NationsBank and shall be in full force and effect. (b) Guaranty Agreement. The Guaranty Agreement shall have been executed and delivered by WCAS VI and shall be in full force and effect. (c) Guaranty. The Guaranty made by WCAS VI in favor of NationsBank in connection with the Credit Agreement shall have been executed and delivered by WCAS VI and shall be in full force and effect. (d) Certificate of Designation. The Certificate of Designation shall have been adopted CUSIP No. 051629103 Page 21 of 44 Pages by the Company by all necessary action of the Board of Directors, and shall have been duly filed with the Secretary of State of Delaware and become legally effective. V. COVENANTS OF THE COMPANY SECTION 5.01 Certain Registration Rights. The Company hereby affirms and agrees that the registration rights granted to the Purchasers and certain other stockholders of the Company as set forth in Section 12 of the Preferred Stock Purchase Agreement dated as of March 7, 1990, among, the Company and International Business Machines, CS First Boston Securities Corporation and the other parties named therein, as amended by, among other things, the Securities Purchase Agreement dated as of September 30, 1994, among the Company, WCAS Capital Partners II, L.P and the several securityholders named in Annexes I and II thereto (said Section 12, as amended, herein referred to as the "Registration Rights Agreement"), shall be deemed to continue in full force and effect, provided, however, that the term "Registration Shares" shall be modified to include (i) any shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement, (ii) any shares of Common Stock issued to WCAS VI pursuant to the Guaranty Agreement, and (iii) any securities issued or issuable with respect to any shares of Series A Preferred Stock or Common Stock referred to in clause (i) or (ii) by way of stock dividend or stock split or in connection with any merger, consolidation or other reorganization or otherwise. SECTION 5.02 Availability of Rule 144. So long as there are Registration Shares (as defined in the Registration Rights Agreement) outstanding, the Company hereby covenants and agrees that it shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, to the extent required from time to time to enable any holder of Registration Shares to sell such Registration Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or any similar rule or regulation allowing such holders to sell without registration under the Securities Act, as such Rule may be amended from time to time; provided, however, that so long as there are Registration Shares outstanding, the Company shall continue to file such reports as may be required to satisfy the requirements of Rule 144(c) even if not required to do so pursuant to the Exchange Act. VI. MISCELLANEOUS SECTION 6.01 Expenses. Each party hereto will pay its own expenses in connection with the transactions contemplated hereby, whether or not such transactions shall be consummated. CUSIP No. 051629103 Page 22 of 44 Pages SECTION 6.02 Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Shares pursuant hereto, and all statements contained in any certificate or other instru ment delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company. SECTION 6.03 Brokerage. The Company, on the one hand, and the Purchasers, on the other hand, shall indemnify and hold harmless the other against and in respect of any claim for brokerage or other commissions relative to this Agreement or to the transactions contemplated hereby, based in any way on agreements, arrangements or understandings made or claimed to have been made by such party with any third party. SECTION 6.04 Parties in Interest. All covenants, agreements, representations and warranties contained in this Agreement by or on behalf of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. SECTION 6.05 Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be sent by national overnight courier service or certified mail, return receipt requested, in each case with postage prepaid, addressed as follows: (a) if to the Company, at 8000 Regency Parkway, Cary, North Carolina 27511, Attention: President; and (b) if to any Purchaser, to its address set forth on Schedule I hereto; or, in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others. SECTION 6.06 Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6.07 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except in writing. SECTION 6.08 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. CUSIP No. 051629103 Page 23 of 44 Pages IN WITNESS WHEREOF, the Company and the Purchasers have executed this Agreement as of the day and year first above written. SEER TECHNOLOGIES, INC. By Name: Title: WELSH, CARSON, ANDERSON & STOWE VI, L.P. By WCAS VI Partners, L.P., General Partner By General Partner WCAS INFORMATION PARTNERS, L.P. By WCAS INFO Partners, General Partner By General Partner * Patrick J. Welsh CUSIP No. 051629103 Page 24 of 44 Pages * Russell L. Carson * Bruce K. Anderson * Richard H. Stowe CUSIP No. 051629103 Page 25 of 44 Pages * Andrew M. Paul * Thomas E. McInerney Laura VanBuren, individually and as attorney-in-fact* * James B. Hoover DELAWARE CHARTER TRUST CO., as Trustee for the Benefit of the IRA Rollover of James B. Hoover By * Robert A. Minicucci * Anthony J. de Nicola CUSIP No. 051629103 Page 26 of 44 Pages TRUST U/A DATED 11/26/84 for the Benefit of Eric Welsh (Carol Ann Welsh, Trustee) By CUSIP No. 051629103 Page 27 of 44 Pages TRUST U/A DATED 11/26/84 for the Benefit of Randall Welsh (Carol Ann Welsh, Trustee) By TRUST U/A DATED 11/26/84 for the Benefit of Jennifer Welsh (Carol Ann Welsh, Trustee) By David F. Bellet REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL By CUSIP No. 051629103 Page 28 of 44 Pages Schedule I Series A Preferred Stock Purchasers Name of Purchaser Purchase Price Welsh, Carson, Anderson & Stowe VI, L.P. $11,810,526 WCAS Information Partners, L.P. 141,128 Patrick J. Welsh 70,566 TRUST U/A DATED 11/26/84 for the 10,079 Benefit of Eric Welsh (Carol Ann Welsh, Trustee) TRUST U/A DATED 11/26/84 for the 10,079 Benefit of Randall Welsh (Carol Ann Welsh, Trustee) TRUST U/A DATED 11/26/84 for the 10,079 Benefit of Jennifer Welsh (Carol Ann Welsh, Trustee) Russell L. Carson 100,802 Bruce K. Anderson 100,802 Richard H. Stowe 40,314 Andrew M. Paul 24,191 Thomas E. McInerney 20,161 Laura VanBuren 4,030 James B. Hoover 30,240 CUSIP No. 051629103 Page 29 of 44 Pages Delaware Charter Trust Co., as 10,079 Trustee for the Benefit of the IRA Rollover of James B. Hoover Robert A. Minicucci 50,401 Anthony J. de Nicola 6,044 David F. Bellet 40,320 Reboul, MacMurray, Hewitt, Maynard 20,159 & Kristol TOTAL: $12,500,000 CUSIP No. 051629103 Page 30 of 44 Pages EXHIBIT C PREFERRED STOCK PURCHASE AGREEMENT, dated as of April 27, 1998, among SEER TECHNOLOGIES, INC., a Delaware corporation (the "Company"), WELSH, CARSON, ANDERSON & STOWE VI, L.P., a Delaware limited partnership ("WCAS VI"), and the several other purchasers listed on Schedule I hereto (such other purchasers together with WCAS VI being herein referred to individually as a "Purchaser" and collectively the "Purchasers"). WHEREAS, after giving effect to the filing of a Certificate of Designation of the Company in the form annexed hereto as Exhibit A (the "Certificate of Designation"), the Company shall designate shares of Series B Convertible Preferred Stock ("Series B Preferred Stock") from the Company's authorized 10,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"); WHEREAS, the Company wishes to issue and sell to the Purchasers shares of Series B Preferred Stock for an aggregate purchase price of $5,000,000 (the "Purchase Price"); and WHEREAS, the Purchasers wish to purchase said shares of Series B Preferred Stock, all on the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows: 1. PURCHASE AND SALE OF SHARES SECTION 1.01 Issuance, Sale and Delivery of the Shares. On the Closing Date (as defined below), the Company shall issue and sell to the Purchasers, and each Purchaser shall purchase from the Company, the number of authorized but unissued shares of Series B Preferred Stock, rounded to the nearest whole share (said aggregate shares being purchased by the Purchasers being herein collectively called the "Shares"), obtained by dividing the amount set forth opposite the name of such Purchaser in Schedule I hereto under the heading "Purchase Price", by the Average Share Price (as defined below), and the Company shall issue and deliver to each Purchaser stock certificates in definitive form, registered in the name of such Purchaser, representing the Shares being purchased by such Purchaser hereunder. (a) The price per Share to be paid by each Purchaser on the Closing Date (the "Average Share Price") shall be determined by taking the average of the last reported sales price per share of Common Stock, par value $.01 per share ("Common Stock"), of the Company quoted by the National CUSIP No. 051629103 Page 31 of 44 Pages Association of Securities Dealers Automated Quotation System for the twenty (20) consecutive trading days beginning on April 13, 1998. (b) ______ As payment in full for the Shares being purchased by each Purchaser hereunder, and against delivery of the stock certificates therefor as aforesaid, on the Closing Date each Purchaser shall wire transfer to the account of the Company in immediately available funds the sum set forth opposite the name of such Purchaser in Schedule I hereto under the heading "Purchase Price". SECTION 1.02 Closing Date. The closing of the sale and purchase of the Shares shall take place at the offices of Reboul, MacMurray, Hewitt, Maynard & Kristol, 45 Rockefeller Plaza, New York, New York, at 10 a.m., New York time, on April 27, 1998, or at such other date and time as may be mutually agreed upon between the Purchasers and the Company (such date and time of closing being herein called the "Closing Date"). 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Purchasers as follows: SECTION 2.01 Organization, Qualifications and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the operations or financial condition of the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as currently conducted, to execute, deliver and perform this Agreement and to issue, sell and deliver the Shares. SECTION 2.02 Authorization of Agreements, Etc.(a) The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Restated Certificate of Incorporation or By-laws of the Company, or any provision of any indenture, agreement or other instrument by which the Company or any of its subsidiaries or any of their respective properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any of its subsidiaries. CUSIP No. 051629103 Page 32 of 44 Pages (b) The Shares have been duly authorized and designated, and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable shares of Series B Preferred Stock. The issuance, sale and delivery of the Shares are not subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person. SECTION 2.03 Validity. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms. SECTION 2.04 Authorized Capital Stock. (a) On the date hereof, the authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock of which 2,094,143 shares are designated Series A Convertible Preferred Stock (the "Series A Preferred Stock"). After giving effect to the filing of the Certificate of Designation, a number of shares of Preferred Stock equal to 5,000,000 divided by the Average Share Price shall have been designated Series B Preferred Stock. As of the date hereof, immediately prior to giving effect to the purchase and sale of the Shares as contemplated hereby, 11,944,689 shares of Common Stock and 2,094,143 shares of Series A Preferred Stock are validly issued and outstanding, fully paid and nonassessable. (b) Except for the transactions contemplated herein or as set forth in the Company's Form 10-K for the 1997 fiscal year or the Company's Form 10-Q for the first quarter ended December 31, 1997 referred to in Section 2.06 hereof, (i) no subscription, warrant, option, convertible security or other right (contingent or other) to purchase or acquire any shares of any class of capital stock of the Company is authorized or outstanding, (ii) there is not any commitment of the Company to issue any shares, warrants, options or other such rights or to distribute to holders of any class of its capital stock any evidences of indebtedness or assets, and (iii) the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. SECTION 2.05 Financial Statements. The Company has heretofore furnished to the Purchasers: (i) the audited consolidated balance sheet of the Company and its subsidiaries as of September 30, 1997, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the year then ended, certified by Coopers & Lybrand L.L.P., independent certified public accountants, and (ii) the unaudited consolidated balance sheet of the Company and its subsidiaries as of December 31, 1997, and the related unaudited consolidated statements of operations, changes in stockholders' equity and cash flows for the three month period then ended, certified by the principal finan cial officer of the Company. All such financial statements (including any related schedules and/or notes, if any) are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles consistently applied. Each such balance sheet fairly and accurately presents the financial position of the Company and its subsidiaries as of its date, and each of said statements of operations, changes in stockholders' equity and cash flows fairly and accurately presents CUSIP No. 051629103 Page 33 of 44 Pages the results of operations of the Company and its subsidiaries for the period covered thereby, subject, in the case of unaudited financial statements, to normal year-end adjustments which are not, in the aggregate, material. Since December 31, 1997, neither the business, operations, property nor financial condition of the Company and its subsidiaries, taken as a whole, have been materially adversely affected by any occurrence or development known to the Company, whether or not insured against. SECTION 2.06 Disclosure. Neither the Company's Annual Report on Form 10-K for the year ended September 30, 1997 nor its Quarterly Report on Form 10-Q for the first quarter ended December 31, 1997 contains any untrue statement of material fact, or omits to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Neither this Agreement nor any of the schedules, attachments, written statements, documents, certificates or other items delivered by the Company to the Purchasers pursuant to this Agreement contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Company has furnished the Purchasers with an accurate and complete copy of its annual report on Form 10-K for the 1997 fiscal year and of all other reports or documents required to be filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the "Exchange Act"), since the filing of the most recent annual report to its stockholders. The Company has made all filings with the Securities and Exchange Commission (the "Commission") that it has been legally required to make. Except as disclosed in Schedule 2.06 attached hereto, the Company has not received any request from the Commission to file any amendment or supplement to any of the reports described in this Section 2.06. SECTION 2.07 Actions Pending. Except as set forth in the Company's Form 10-K for the 1997 fiscal year or the Company's Form 10-Q for the first quarter ended December 31, 1997 referred to in Section 2.06 hereof, there is no action, suit, proceeding or, to the knowledge of the Company, investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any of their respective properties or rights before any court or by or before any governmental body or arbitration board or tribunal, the outcome of which might result in any material adverse effect on the business, prospects, operations, property or financial condition of the Company or any of its subsidiaries, taken as a whole. To the knowledge of the Company, there does not exist any basis for any such action, suit, investigation or proceeding. III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Each Purchaser represents and warrants to the Company that it is acquiring the Shares being purchased by it hereunder for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof. Each Purchaser further represents that it CUSIP No. 051629103 Page 34 of 44 Pages understands that (i) the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, (ii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect. Each Purchaser further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis of sales of the Shares (or of the shares of Common Stock issuable upon conversion thereof) in limited amounts under certain conditions. Each Purchaser acknowledges that it has had a full opportunity to request from the Company to review and has received all information deemed relevant in making a decision to enter into this Agreement and consummate the transactions contemplated hereby. IV. CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS AND THE COMPANY SECTION 4.01 Conditions to the Obligations of the Purchasers. The obligation of each Purchaser to purchase and pay for the Shares being purchased by it hereunder on the Closing Date is, at its option, subject to the satisfaction, on or before such date, of the following conditions: (a) Representations and Warranties to be True and Correct. The representations and warranties contained in Article II hereof shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Purchasers in writing. (b) Performance. The Company shall have performed and complied with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the Closing Date, and the Company shall have certified to such effect to the Purchasers in writing. (c) Credit Line Agreement. The $12,500,000 Credit Agreement (the "Credit Agreement"), dated as of July 15, 1996, as amended by that certain First Amendment To Credit Agreement, dated as of March 27, 1997, between the Company and NationsBank, N.A., a national banking association ("NationsBank"), shall have been increased by $4,500,000 (the "Increased Amount") to $17,000,000 and shall be in full force and effect and the Second Amendment To Credit Agreement (the "Second Amendment To Credit Agreement") between the Company and NationsBank shall have been executed and delivered by the Company and NationsBank and shall be in full force and effect. CUSIP No. 051629103 Page 35 of 44 Pages (d) Guaranty Agreement. The Agreement (the "Second Guaranty Agreement") between the Company and WCAS VI pursuant to which (i) WCAS VI shall agree to execute a guaranty in connection with the Increased Amount and certain liabilities and obligations (the "Hedge Amount") of the Company to NationsBank or one of its affiliates pursuant to "Hedge" Agreements for an additional aggregate amount of $5,000,000 in order to protect and enhance its existing substantial equity investment in the Company and to induce NationsBank to increase the funds available under the Credit Agreement, and (ii) the Company shall agree to issue to WCAS VI in recognition for the additional financial risk assumed by WCAS VI in guaranteeing the Increased Amount and the Hedge Amount (and not as compensation or a payment for any services or otherwise in connection with the pursuit of a trade or business) 30,000 shares (the "Additional Guaranty Shares") of Common Stock, shall have been executed and delivered by the Company and shall be in full force and effect. (e) Additional Guaranty Shares. The Additional Guaranty Shares shall have been issued and delivered to WCAS VI pursuant to the Second Guaranty Agreement. (f) Extension of Revolver. The maturity date of the Loan and Security Agreement, dated as of March 26, 1997, between the Company and Greyrock Business Credit, a division of NationsCredit Commercial Corporation, shall have been extended until at least one year from the Closing Date. (g) Certificate of Designation. The Certificate of Designation shall have been adopted by the Company by all necessary action of the Board of Directors, and shall have been duly filed with the Secretary of State of Delaware and become legally effective. (h) All Proceedings to be Satisfactory. All corporate and other proceedings to be taken by the Company in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in form and substance to the Purchasers and the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request, including, without limitation, certified copies of the resolutions of the Board of Directors of the Company approving and authorizing the execution, delivery and per formance of this Agreement and the issue, sale and delivery of the Shares. All such documents shall be satisfactory in form and substance to the Purchasers. SECTION 4.02 Conditions to the Obligations of the Company. The obligation of the Company to sell the Shares on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions: (a) Increased Credit Agreement. The Credit Agreement shall have been amended to reflect the Increased Amount and shall be in full force and effect. CUSIP No. 051629103 Page 36 of 44 Pages (b) Guaranty Agreement. The Second Guaranty Agreement shall have been executed and delivered by WCAS VI and shall be in full force and effect. (c) Guaranty. The Amended and Restated Guaranty (the "Amended Guaranty") by WCAS VI in favor of NationsBank shall have been executed and delivered and shall be in full force and effect. (d) Certificate of Designation. The Certificate of Designation shall have been adopted by the Company by all necessary action of the Board of Directors, and shall have been duly filed with the Secretary of State of Delaware and become legally effective. V. COVENANTS OF THE COMPANY SECTION 5.01 Certain Registration Rights. The Company hereby affirms and agrees that the registration rights granted to the Purchasers and certain other stockholders of the Company as set forth in Section 12 of the Preferred Stock Purchase Agreement dated as of March 7, 1990, among the Company and International Business Machines, CS First Boston Securities Corporation and the other parties named therein, as amended by, among other things, the Securities Purchase Agreement dated as of September 30, 1994, among the Company, WCAS Capital Partners II, L.P and the several securityholders named in Annexes I and II thereto and the Preferred Stock Purchase Agreement, dated as of July 31, 1996, among the Company, WCAS VI and the several other purchasers named in Schedule I thereto (said Section 12, as amended, herein referred to as the "Registration Rights Agreement"), shall be deemed to continue in full force and effect, provided, however, that the term "Registration Shares" shall be modified to include (i) any shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement, (ii) any shares of Common Stock issued to WCAS VI pursuant to the Second Guaranty Agreement, and (iii) any securities issued or issuable with respect to any shares of Series B Preferred Stock or Common Stock referred to in clause (i) or (ii) by way of stock dividend or stock split or in connection with any merger, consolidation or other reorganization or otherwise. SECTION 5.02 Availability of Rule 144. So long as there are Registration Shares (as defined in the Registration Rights Agreement) outstanding, the Company hereby covenants and agrees that it shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, to the extent required from time to time to enable any holder of Registration Shares to sell such Registration Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or any similar rule or regulation allowing such holders to sell without registration under the Securities Act, as such Rule may be amended from time to time; provided, however, that so long as there are Registration Shares outstanding, the Company shall CUSIP No. 051629103 Page 37 of 44 Pages continue to file such reports as may be required to satisfy the requirements of Rule 144(c) even if not required to do so pursuant to the Exchange Act. SECTION 5.03 Payment on Credit Agreement and Reduction of Guaranty. The Company hereby affirms and agrees that, in the event either (a) it issues equity securities, in addition to those outstanding immediately after the consummation of the transactions contemplated in this Agreement, that have a value of $5,000,000 or more or (b) it enters into a contractual agreement for providing services pursuant to which it receives an advance payment of $5,000,000 or more, it shall use at least $5,000,000 of such funds to permanently reduce its Commitment (as defined in the Credit Agreement) under the Credit Agreement (as amended by the Second Amendment To Credit Agreement). In the event that either (a) or (b) above occurs, the Company shall use its best efforts to assist WCAS VI in reducing the Guaranty (as amended by the Amended Guaranty) issued in connection with the Credit Agreement by at least $5,000,000. VI. MISCELLANEOUS SECTION 6.01 Expenses. Each party hereto will pay its own expenses in connection with the transactions contemplated hereby, whether or not such transactions shall be consummated. SECTION 6.02 Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Shares pursuant hereto, and all statements contained in any certificate or other instru ment delivered by the Company hereunder shall be deemed to constitute representations and warranties made by the Company. SECTION 6.03 Brokerage. The Company, on the one hand, and the Purchasers, on the other hand, shall indemnify and hold harmless the other against and in respect of any claim for brokerage or other commissions relative to this Agreement or to the transactions contemplated hereby, based in any way on agreements, arrangements or understandings made or claimed to have been made by such party with any third party. SECTION 6.04 Parties in Interest. All covenants, agreements, representations and warranties contained in this Agreement by or on behalf of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. SECTION 6.05 Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be sent by national overnight courier service or certified mail, return CUSIP No. 051629103 Page 38 of 44 Pages receipt requested, in each case with postage prepaid, addressed as follows: (a) if to the Company, at 8000 Regency Parkway, Cary, North Carolina 27511, Attention: President; and (b) if to the Purchasers, to their addresses as set forth on Schedule I hereto; or, in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others. SECTION 6.06 Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6.07 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except in writing. SECTION 6.08 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. CUSIP No. 051629103 Page 39 of 44 Pages IN WITNESS WHEREOF, the Company and the Purchasers have executed this Agreement as of the day and year first above written. SEER TECHNOLOGIES, INC. By Name: Title: WELSH, CARSON, ANDERSON & STOWE VI, L.P. By WCAS VI Partners, L.P., General Partner By General Partner WCAS INFORMATION PARTNERS, L.P. By WCAS INFO Partners, General Partner By General Partner * Patrick J. Welsh CUSIP No. 051629103 Page 40 of 44 Pages * Russell L. Carson * Bruce K. Anderson * Richard H. Stowe * Andrew M. Paul * Thomas E. McInerney Laura VanBuren, individually and as attorney-in-fact* * James B. Hoover DELAWARE CHARTER TRUST CO., as Trustee for the Benefit of the IRA Rollover of James B. Hoover CUSIP No. 051629103 Page 41 of 44 Pages By * Robert A. Minicucci * Anthony J. de Nicola TRUST U/A DATED 11/26/84 for the Benefit of Eric Welsh (Carol Ann Welsh, Trustee) By TRUST U/A DATED 11/26/84 for the Benefit of Randall Welsh (Carol Ann Welsh, Trustee) By TRUST U/A DATED 11/26/84 for the Benefit of Jennifer Welsh (Carol Ann Welsh, Trustee) By David F. Bellet CUSIP No. 051629103 Page 42 of 44 Pages REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL By CUSIP No. 051629103 Page 43 of 44 Pages Schedule I Series B Preferred Stock Purchasers Name of Purchaser Purchase Price Welsh, Carson, Anderson & Stowe VI, L.P. $ 4,724,210 WCAS Information Partners, L.P. 56,451 Patrick J. Welsh 28,226 TRUST U/A DATED 11/26/84 for the 4,032 Benefit of Eric Welsh (Carol Ann Welsh, Trustee) TRUST U/A DATED 11/26/84 for the 4,032 Benefit of Randall Welsh (Carol Ann Welsh, Trustee) TRUST U/A DATED 11/26/84 for the 4,032 Benefit of Jennifer Welsh (Carol Ann Welsh, Trustee) Russell L. Carson 40,321 Bruce K. Anderson 40,321 Richard H. Stowe 16,126 Andrew M. Paul 9,676 Thomas E. McInerney 8,064 Laura VanBuren 1,612 James B. Hoover 12,096 Delaware Charter Trust Co., as Trustee for 4,032 the Benefit of the IRA Rollover of James B. Hoover Robert A. Minicucci 20,160 Anthony J. de Nicola 2,418 CUSIP No. 051629103 Page 44 of 44 Pages [S] [C] [C] [C] [C] [C] [C] David F. Bellet 16,128 Reboul, MacMurray, Hewitt, Maynard & Kristol 8,064 ----- TOTAL: $5,000,000 -----END PRIVACY-ENHANCED MESSAGE-----