SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 12, 1998 0-26392
Date of Report (Date of Earliest Commission File Number
Event Reported)
LEVEL 8 SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 11-2920559
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
1250 Broadway
35th Floor
New York, New York 10001
(Address of Principal Executive Offices) (Zip Code)
(212) 244-1234
(Registrant's telephone number, including area code)
Item 5. Other Events
Level 8 Systems, Inc. (the "Company") and Microsoft
Corporation ("Microsoft") have entered into a license agreement,
under which the Company has agreed to license to Microsoft the
source and object codes for certain software products (the
"Licensed Software") that enable interoperability between
Microsoft's Message Queue Server running on Microsoft's Windows
NT operating systems and IBM Corporation's MQ Series message
software running on a variety of operating systems. Pursuant to
the license agreement, Microsoft currently is obligated to pay
the Company $2,960,000, and will be obligated to pay an
additional aggregate of $740,000, upon Microsoft's acceptance of
certain versions of certain of the Licensed Software. Under the
license agreement, the parties also have certain additional
mutual obligations relating to product modifications and support.
Microsoft also has recommendation obligations with respect to
certain of the Company's Falcon MQ Client products. The term of
the license agreement is two years, subject to earlier
termination in the event of a party's material breach of the
agreement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
LEVEL 8 SYSTEMS, INC.
(Registrant)
Dated: October 12, 1998 By: /s/ Arie Kilman
Name: Arie Kilman
Title: Chief Executive Officer
