SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 21, 1999
Level 8 Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
New York 0-26392 11-2920559
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
1250 Broadway, 35th Floor
New York, New York 10001
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (212) 244-1234
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
On January 21, 1999, Level 8 Systems, Inc. (the "Company") engaged
PricewaterhouseCoopers LLP as its independent auditors. The decision to
change independent auditors was recommended by the Audit Committee of the
Board of Directors and approved by the Board of Directors.
PricewaterhouseCoopers LLP previously served as the independent auditors
of Seer Technologies, Inc. ("Seer"). On December 31, 1998, the Company
acquired a majority interest in Seer, as previously reported by the
Company on Form 8-K dated January 15, 1999. The election of
PricewaterhouseCoopers LLP as the Company's independent accountants is
expected to be ratified at the next annual meeting of stockholders.
PricewaterhouseCoopers LLP will audit the Company's 1998 consolidated
financial statements. See the Current Report on Form 8-K of the Company
dated as of December 22, 1998, which reported the dismissal of the
Company's previous independent auditors.
Prior to the engagement of PricewaterhouseCoopers LLP, the Company
did not consult with such firm regarding the application of accounting
principles to a specific completed or contemplated transaction, or any
matter that was either the subject of a disagreement or a reportable
event. The Company also did not consult with PricewaterhouseCoopers LLP
regarding the type of audit opinion which might be rendered on the
Company's financial statements and no oral or written report was provided
by PricewaterhouseCoopers LLP.
Item 5. Other Events.
Previously, the Company has reported on Form 8-K/A, dated December
15, 1998, certain reportable conditions identified by its predecessor
auditor during the audit of the Company's 1997 consolidated financial
statements. It is management's judgement that appropriate steps have
recently been taken to address all of these matters and, while further
enhancements to the control environment are ongoing, as of the date of
this report, management believes there currently exist no reportable
conditions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
LEVEL 8 SYSTEMS, INC.
Date: January 21, 1999 By: /s/ Steven Dmiszewicki
Name: Steven Dmiszewicki
Title: Chief Operating Officer
