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
January 28, 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)
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)
Item 4. Changes in Registrant's Certifying Accountant.
On January 28, 1998, Level 8 Systems, Inc. (the "Company")
replaced Lurie, Besikof, Lapidus & Co., LLP as its independent
auditors with Grant Thornton LLP. The decision to change
independent auditors was recommended by the Audit Committee of
the Board of Directors and approved by the Board of Directors.
The decision was based on advice the Company received from
Hampshire Securities Corporation, New York, New York, the
investment banking firm that provides financial guidance to the
Company and has underwritten the Company's two public offerings
to date, in August 1995 and December 1996, respectively.
Contemplating the occurrence of a third public offering by the
Company in the near future, Hampshire Securities Corporation
suggested that the Company replace Lurie, Besikof, Lapidus & Co.,
LLP with a top-ten accounting firm. The election of Grant
Thornton LLP, a top-ten accounting firm, as the Company's
independent accountants is expected to be ratified at the annual
meeting of shareholders on May 5, 1998.
To aid in the transition, both Grant Thornton LLP and Lurie,
Besikof, Lapidus & Co., LLP will assist in the preparation of the
Company's financial statements for the year ended December 31,
1997. However, Grant Thornton LLP will sign the accompanying
Independent Auditors' Report.
Lurie, Besikof, Lapidus & Co., LLP served as independent
auditors to the Company (and the Company's predecessor entities)
for the ten years preceding its January 28, 1998 replacement.
During these ten years, there have been no disagreements with
Lurie, Besikof, Lapidus & Co., LLP regarding any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. A letter from Lurie,
Besikof, Lapidus & Co., LLP is attached hereto as Exhibit 1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1. Letter to the Securities and Exchange Commission from
Lurie, Besikof, Lapidus & Co., LLP.
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: January 28, 1998 By: /s/ Joseph J. Di Zazzo
Name: Joseph J. Di Zazzo
Title: Chief Financial Officer
EXHIBIT LIST
1. Letter to the Securities and Exchange Commission from Lurie,
Besikof, Lapidus & Co., LLP.
Exhibit 1
[Letterhead of Lurie, Besikof, Lapidus & Co., LLP]
January 29, 1998
Securities and Exchange Commission
450 - 5th Street NW
Washington, DC 20549
Gentlemen:
We have read and agree with the comments in Item 4(a) on Form 8-K of Level 8
Systems, Inc.
dated January 28, 1998.
/s/ Lurie, Besikof, Lapidos & Co., LLP
LURIE, BESIKOF, LAPIDOS & CO., LLP
Minneapolis, Minnesota
