SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 14 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 033-92230
LEVEL 8 SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
New York 11-2920559
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
One Penn Plaza, Suite 3401
New York, New York 10119-0002
(Address of principal executive offices) (Zip Code)
(212) 244-1234
(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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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 ___.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a)1. Financial Statements
The following consolidated financial statements are
included in Item 8:
Independent Auditor's Report
Consolidated Statements of Operations for the years
ended December 31, 1996, 1995 and 1994.
Consolidated Balance Sheets as of December 31, 1996 and
1995.
Consolidated Statements of Changes in Shareholders'
Equity for the years ended December 31, 1996, 1995 and
1994.
Consolidated Statements of Cash Flows for the years
ended December 31, 1996, 1995 and 1994.
Notes to Consolidated Financial Statements.
(b)1. Reports on Form-8K
On September 9, 1996 the Company filed Form 8-K to
record the sale of substantially all of the assets of
Bizware Computer Systems (Canada) Inc.
2. Financial Statement Schedule
The following consolidated financial statement schedule
is included in Item 14 (b):
Schedule
II - Valuation and Qualifying Accounts.
Schedules other than those listed above have been omitted
since they are either not required or the information is
otherwise included.
3. Listing of Exhibits
Exhibits
3.1 Restated Certificate of Incorporation of
Registrant (filed as exhibit 3.1 to
Registration Statement No. 33-92230 on Form
S-1 and incorporated herein by reference).
3.2 By-Laws of Registrant. (filed as exhibit 3.2
to Registration Statement No. 33-92230 on
Form S-1 and incorporated herein by
reference).
10.1 1995 Stock Incentive Plan, as amended (filed
as exhibit 10.1 to Registration Statement No.
333-15455 on Form S-1 and incorporated herein
by reference).
10.2 Stock Purchase Warrant issued by ProfitKey to
Fleet Bank-NH for 85,000 shares of common
stock of ProfitKey dated January 28, 1992
(filed as exhibit 10.2 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.3 Letter of agreement, dated May 14, 1993,
between Fleet Bank-NH and ProfitKey (filed as
exhibit 10.3 to Registration Statement No.
33-92230 on Form S-1 and incorporated herein
by reference).
10.4 Consulting Services Agreement, dated March
17, 1994, between Norwest Technical Services,
Inc. and Level 8 (filed as exhibit 10.4 to
Registration Statement No. 33-92230 on Form
S-1 and incorporated herein by reference).
10.5 Letter of Engagement, dated August 16, 1994,
between Norwest Mortgage, Inc. and Level 8
(filed as exhibit 10.5 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.6 Stock Purchase Agreement, dated September 28,
1994 among Liraz, R.W. Allsop & Associates
II, L.P., HLM Partners, L.P., Kitty Hawk
Capital, Ltd. and the United States Small
Business Administration (filed as exhibit
10.6 to Registration Statement No. 33-92230
on Form S-1 and incorporated herein by
reference).
10.7 Amendment to Stock Purchase Agreement, dated
September 29, 1994 among Liraz, R.W. Allsop
& Associates II, L.P., HLM Partners, L.P.,
Kitty Hawk Capital, Ltd. and the United
States Small Business Administration (filed
as exhibit 10.7 to Registration Statement No.
33- 92230 on Form S-1 and incorporated
herein by reference).
10.8 Letter Agreement, dated February 19, 1995,
between Bizware and Joel Leonoff (filed as
exhibit 10.8 to Registration Statement No.
33-92230 on Form S-1 and incorporated herein
by reference).
10.9 Software Acquisition Agreement dated February
23, 1995 among SASI, Bizware and Registrant
(filed as exhibit 10.9 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.10 Service Agreement, dated March 31, 1995,
between Level 8 and Transaction Information
Systems, Inc. (filed as exhibit 10.10 to
Registration Statement No. 33-92230 on Form
S-1 and incorporated herein by reference).
10.11 Form of Amended and Restated Contribution
Agreement, effective April 1, 1995, among
Registrant and the shareholders of Level 8
(filed as exhibit 10.11 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.12 Employment Agreement, effective April 1,
1995, between Level 8 and Samuel Somech
(filed as exhibit 10.11 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.12A Form of Amendment, dated June __, 1995, among
Level 8, Registrant and Samuel Somech (filed
as exhibit 10.12A to Registration Statement
No. 33-92230 on Form S-1 and incorporated
herein by reference).
10.13 Consulting Agreement, effective April 1,
1995, between Level 8 and Theodore Fine
(filed as exhibit to Registration Statement
No. 33-92230 on Form S-1 and incorporated
herein by reference).
10.13A Form of Amendment, dated June , 1995, among
Level 8, Registrant and Theodore Fine (filed
as exhibit 10.13A to Registration Statement
No. 33-92230 on Form S-1 and incorporated
herein by reference).
10.14 Consulting Agreement, dated April 4, 1995,
among Bizware and Daimin Investments Ltd.
(filed as exhibit 10.14 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.15 Employment Agreement, dated May 1, 1995,
between Registrant and Arie Kilman (filed as
exhibit to Registration Statement No.
33-92230 on Form S-1 and incorporated herein
by reference).
10.15A Amendment to Employment Agreement, dated as
of September 18, 1996, between Registrant and
Arie Kilman (filed as exhibit 10.14A to
Registration Statement No. 333-15455 on Form
S-1 and incorporated herein by reference).
10.15B Amendment No.2 to Employment Agreement, dated
as of December 16, 1996, between Registrant
and Arie Kilman (filed as exhibit 10.14B to
Registration Statement No. 333-15455 on Form
S-1 and incorporated herein by reference).
10.16 Employment Agreement, dated May 1, 1995,
between Registrant and Robert R. MacDonald
(filed as exhibit 10.16 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.16A Amendment to Employment Agreement, dated as
of February 21, 1996, between Registrant and
Robert MacDonald (filed Exhibits as exhibit
10.15A to Registration Statement No.
333-15455 on Form S-1 and incorporated herein
by reference).
10.16B Amendment to Employment Agreement, dated as
of July 30, 1996, between Registrant and
Robert MacDonald (filed as exhibit 10.15B to
Registration Statement No. 333-15455 on Form
S-1 and incorporated herein by reference).
10.17 Employment Agreement, dated May 1, 1995,
between Registrant and Joseph J. Di Zazzo
(filed as exhibit 10.18 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.17A Amendment to Employment Agreement, dated as
of October 23, 1996, between Registrant and
Joseph J. Di Zazzo (filed as exhibit 10.18A
to Registration Statement No. 333-15455 on
Form S-1 and incorporated herein by
reference).
10.18 Agreement AD/Ventures and Liraz Export
Systems Ltd. (filed as exhibit 10.19 to
Registration Statement No. 33-92230 on Form
S-1 and incorporated herein by reference).
10.19 Standard Program Product License Agreement of
ProfitKey (filed as exhibit 10.20 to
Registration Statement No. 33-92230 on Form
S-1 and incorporated herein by reference).
10.20 Standard Computer Hardware Purchase Agreement
of ProfitKey (filed as exhibit 10.21 to
Registration Statement No. 33-92230 on Form
S-1 and incorporated herein by reference).
10.21 Standard Software License Agreement of
Bizware and Standard Escrow Agreement (filed
as exhibit 10.22 to Registration Statement
No. 33-92230 on Form S-1 and incorporated
herein by reference).
10.22 Agreement, dated June 13, 1995, between
Registrant and Liraz (filed as exhibit 10.23
to Registration Statement No. 33-92230 on
Form S-1 and incorporated herein by
reference).
10.23 Registration Rights Agreement, dated June 13,
1995 between Registrant and Liraz (filed as
exhibit 1 to Registration Statement 33-92230
on Form S-1 and incorporated herein by
reference).
10.24 Agreement of Purchase and Sale, dated October
28, 1994 among Joel Leonoff, Russell
Rothstein, Mitchell Wasserman, Daimin
Investments Ltd., 2993031 Canada Inc.,
2962594 Canada Inc., 3077934 Canada Inc. and
Bizware Computer Systems (Canada) Inc. (filed
as exhibit 10.25 to Registration Statement
No. 33-92230 on Form S-1 and incorporated
herein by reference).
10.25 Addendum dated February 14, 1995 among Joel
Leonoff, Russell Rothstein, Mitchell
Wasserman, Daimin Investments Ltd., 2993031
Canada Inc., 2962594 Canada Inc., 3077934
Canada Inc. and Bizware Computer Systems
(Canada) Inc. (filed as exhibit 10.26 to
Registration Statement No. 33-92230 on Form
S-1 and incorporated herein by reference).
10.26 Form of Warrant Agreement between the
Registrant and Hampshire Securities
Corporation for 135,000 shares of common
stock (filed as exhibit 10.27 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.27 Form of Loan Agreement, dated June __, 1995,
between Registrant and Liraz regarding
Registrant's agreement to repay the principal
amount of $1,228,172 (filed as exhibit 10.28
to Registration Statement No. 33-92230 on
Form S-1 and incorporated herein by
reference).
10.28 Form of Loan Agreement, dated 1995, between
Registrant and Liraz regarding Registrant's
agreement to repay the Exhibits principal
amount of $628,172 (filed as exhibit 10.29 to
Registration Statement No. 33-92230 on Form
S-1 and incorporated herein by reference).
10.29 Form of exchange agreement dated 1995,
between Registrant and Liraz (filed as
exhibit to Registration Statement No.
33-92230 on Form S-1 and incorporated herein
by reference).
10.30 Consulting Agreement dated May 15, 1995
between Registrant and Nellcor Incorporated
(filed as exhibit 10.31 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.31 Stock Purchase Agreement dated September 9,
1994 by and among Liraz Systems, Ltd.,
Richard T. Lilly and the other individuals
whose names appear on the signature page
thereto (filed as exhibit 10.32 to
Registration Statement No. 33-92230 on Form
S-1 and incorporated herein by reference).
10.32 Exchange Agreement dated September __, 1994
between Liraz and the individuals whose
names appear on the signature page thereto
(filed as exhibit 10.33 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.33 Stock Purchase Agreement dated October 17,
1994 by and among Liraz and Gary E. Frashier
(filed as exhibit 10.34 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.34 Stock Purchase Agreement dated October ,
1994 by and among Liraz and William Dockins
(filed as exhibit 10.35 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.35 Stock Purchase Agreement dated October 24,
1994 by and among Liraz and Alfred L.
Whiting (filed as exhibit 10.36 to
Registration Statement No. 33-92230 on Form
S-1 and incorporated herein by reference).
10.36 Certificate of Ownership and Merger of PK
Holdings Inc. into ProfitKey International,
Inc. dated March 30, 1995 (filed as exhibit
10.37 to Registration Statement No. 33-92230
on Form S-1 and incorporated herein by
reference).
10.37 Development Agreement dated July 17, 1995
between Microsoft Corporation and Level 8
(filed as exhibit 10.38 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.38 Letter Agreement dated June 1, 1995 from Visa
International Service Association to Level 8
(filed as exhibit 10.39 to Registration
Statement No. 33-92230 on Form S-1 and
incorporated herein by reference).
10.39 Development Agreement dated December 19, 1995
between Liraz and Level 8.
10.40 Development Agreement dated October 23, 1995
between Liraz and ProfitKey.
10.41 Product Purchase Agreement, dated August 30,
1996, between Candle Corporation and Level 8
(filed as exhibit 10.40 to Registration
Statement No. 333-15455 on Form S-1 and
incorporated herein by reference).
10.42 Investment Agreement, dated July 26, 1996,
among Registrant, and Candle Corporation
(filed as exhibit 10.41 to Registration
Statement No. 333-15455 on Form S-1 and
incorporated herein by reference).
10.43 Candle Corporation Software Agency Agreement,
dated October 7, 1996, between Candle
Corporation and Level 8 (filed as exhibit
10.42 to Registration Statement No. 333-15455
on Form S-1 and incorporated herein by
reference).
10.44 IBM Licensing Agreement: NT Client Bridge,
dated February 28, 1996, by and between
International Business Machines and Level 8
(filed as exhibit 10.43 to Registration
Statement No. 333-15455 on Form S-1 and
incorporated herein by reference).
11.0 Statement re: computation of per share income
(loss) (previously filed).
21.1 List of Subsidiaries of Registrant (filed as
exhibit 21.1 to Registration Statement No.
33- 92230 on Form S-1 and incorporated herein
by reference).
23.2 Consent of Lurie, Besikof, Lapidus & Co., LLP
(previously filed).
27.0 Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Level 8 Systems, Inc.
By: /s/ Arie Kilman
Arie Kilman
Chief Executive Officer
and Director
Dated: May 30, 1997
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrants and in the capacities and on
the date indicated.
Signature Title Date
/s/ Arie Kilman Chief Executive Officer May 30, 1997
(Arie Kilman) and Director
/s/ Robert R. MacDonald Chairman of the Board May 30, 1997
(Robert R. MacDonald)
/s/ Samuel Somech President and Director May 30, 1997
(Samuel Somech)
/s/ Joseph J. Di Zazzo Controller, Chief May 30, 1997
(Joseph J. Di Zazzo) Accounting Officer
Treasurer and Secretary
/s/ Theodore Fine Director May 30, 1997
(Theodore Fine)
/s/ Lenny Recanati Director May 30, 1997
(Lenny Recanati)
/s/ Frank J. Klein Director May 30, 1997
(Frank J. Klein)
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