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As filed with the Securities and Exchange Commission on August 31, 1999
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LEVEL 8 SYSTEMS, INC.
- -------------------------------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2920559
- -------------------------------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 REGENCY PARKWAY, CARY, NORTH CAROLINA 27511
- -------------------------------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
LEVEL 8 SYSTEMS, INC.
1997 STOCK OPTION PLAN, AS AMENDED AND RESTATED
(Full Title of the Plan)
- -------------------------------------------------------------------------------------------------------
DENNIS MCKINNIE, ESQ.
SENIOR VICE PRESIDENT, CHIEF LEGAL AND ADMINISTRATIVE OFFICER
LEVEL 8 SYSTEMS, INC.
8000 REGENCY PARKWAY
CARY, NORTH CAROLINA 27511
- -------------------------------------------------------------------------------------------------------
(Name and address of agent for service)
(919) 380-5000
- -------------------------------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- ------------- ----------- ----------- -------------- -------------
Common
Stock, $0.001 1,200,000 $ 9.6875(2) $11,625,000(3) $ 3,232
par value shares(1)
- ------------- ----------- ----------- -------------- -------------
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(1) Representing shares of the Registrant's common stock, $.001 par value
per share (the "Common Stock"), that may be issued and sold by the Registrant in
connection with the Level 8 Systems, Inc. 1997 Stock Option Plan, as Amended and
Restated (the "Plan"). This Registration Statement also covers such
indeterminable number of additional shares as may become issuable to prevent
dilution in the event of a stock split, stock dividend, reclassification or
other similar transaction pursuant to the terms of the Plan. Pursuant to a
separate Registration Statement on Form S-8 (Reg. No. 333-64637), the Registrant
previously registered 1,400,000 shares of Common Stock not included in the above
figure subject to issuance under the Plan.
(2) The average of the high and low prices of the Registrant's Common Stock
as reported by the Nasdaq National Market for August 4, 1999.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the Securities
Act of 1933, as amended.
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II-1
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
(FILE NO. 333-64637)
The contents of the Registration Statement on Form S-8 filed by the
Registrant on September 29, 1998 (File No. 333-64637) relating to the Plan
are hereby incorporated by reference pursuant to General Instruction E to Form
S-8.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation sets forth the extent to
which the Registrant's directors and officers may be indemnified by the
Registrant against the liabilities which they may incur in such capacities. Such
indemnification is authorized by Section 145 of the General Corporation Law of
Delaware, as amended from time to time ("Section 145"). The Registrant shall, to
the extent permitted by Section 145, indemnify each person who was or is a party
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was or has agreed to become, a director or
officer of the Registrant, or is or was serving, or has agreed to serve, at the
request of the Registrant, as a director, officer or trustee of, or any similar
capacity with, another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plans), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with such
action, suit or proceeding and any appeal therefrom. Indemnification may include
payment by the Registrant of expenses in defending any action or proceeding in
advance of the final disposition of such action or proceeding upon receipt of an
undertaking by the person indemnified to repay such payment if it is ultimately
determined that such person is not entitled to the indemnification under the
Registrant's Certificate of Incorporation, which undertaking may be accepted
without reference to the financial ability of such person to make such
repayment. The Registrant shall not indemnify any person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person
unless the initiation thereof was approved by the Board of Directors of the
Registrant. The indemnification rights provided in the Registrant's Certificate
of Incorporation shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any law, agreement or vote of
stockholder or disinterested directors or otherwise, and shall inure to the
benefit of the heirs, executors and administrators of such persons. The
Registrant may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other persons or agents of the
Registrant or other persons serving the Registrant and such rights may be
equivalent to or greater or less than those set forth in the Registrant's
Certificate of Incorporation.
The Registrant maintains directors and officers liability policies covering
claims made against its directors and officers for certain wrongful acts done in
such capacities and providing reimbursement to the Registrant for its
indemnification of its directors and officers in respect of such claims.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
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Exhibit
No. Description
- ------------------- ---------------------------------------------------------------------------------------
5 Opinion of counsel with respect to the securities being registered.*
23(a) Consent of counsel (included in Exhibit 5).*
23(b) Consent of PricewaterhouseCoopers, LLP, independent accountants.*
23(c) Consent of Grant Thornton LLP.*
23(d) Consent of Lurie, Besikof, Lapidus & Co., LLP.*
23 (e) Consent of PricewaterhouseCoopers, LLP, to incorporation by reference Form 10-K of Seer
Technologies, Inc. for the year ended September 30, 1998.*
24 Power of Attorney (see signature pages to this Registration Statement).*
* Filed herewith.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cary, State of North Carolina, on this the 31st day
of August, 1999.
LEVEL 8 SYSTEMS, INC.
By: /s/ Dennis McKinnie
---------------------
Dennis McKinnie
Senior Vice President, Chief Legal and
Administrative Officer
POWER OF ATTORNEY
-------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Steven Dmiszewicki and Dennis McKinnie,
or either of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents, full power and authority to do and perform each and every act and
thing required or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or their
substitutes, could lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on August 31, 1999 by the following persons in
the capacities indicated.
/s/ Arie Kilman Chairman of the Board of Directors and
- ----------------- Chief Executive Officer
Arie Kilman (Principal Executive Officer)
/s/ Steven Dmiszewicki President
- ------------------------
Steven Dmiszewicki
/s/ Renee Fulk Vice President - Finance
- ---------------- (Principal Financial and Accounting Officer)
Renee Fulk
/s/ Samuel Somech Director and Chairman Emeritus
- -------------------
Samuel Somech
/s/ Robert M. Brill Director
- ----------------------
Robert M. Brill
/s/ Michel Berty Director
- ------------------
Michel Berty
/s/ Theodore Fine Director
- -------------------
Theodore Fine
/s/ Lenny Recanati Director
- --------------------
Lenny Recanati
/s/ Frank J. Klein Director
- ---------------------
Frank J. Klein
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EXHIBIT INDEX
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Exhibit
No. Description
- ------------------- ---------------------------------------------------------------------------------------
5 Opinion of counsel with respect to the securities being registered.*
23(a) Consent of counsel (included in Exhibit 5).*
23(b) Consent of PricewaterhouseCoopers, LLP, independent accountants.*
23(c) Consent of Grant Thornton LLP.*
23(d) Consent of Lurie, Besikof, Lapidus & Co., LLP.*
23(e) Consent of PricewaterhouseCoopers, LLP, to incorporation by reference Form 10-K of Seer
Technologies, Inc. for the year ended September 30, 1998.*
24 Power of Attorney (see signature pages to this Registration Statement).*
* Filed herewith.
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August 31, 1999
Level 8 Systems, Inc.
8000 Regency Parkway
Cary, North Carolina 27511
Re: Registration Statement on Form S-8
Level 8 Systems, Inc.
1997 Stock Option Plan, as Amended and Restated
Ladies and Gentlemen:
We have served as counsel for Level 8 Systems, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement"), of an additional 1,200,000 shares (the "Shares") of
common stock, $.01 par value, of the Company, to be issued and sold by the
Company pursuant to the Level 8 Systems, Inc. Stock Option Plan, as Amended and
Restated (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the grants of securities pursuant to the Plan
as we have deemed necessary and advisable. In such examinations, we have
assumed the genuineness of all signatures on all originals and copies of
documents we have examined, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all certified, conformed
or photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Delaware.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
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2. Upon the issuance and delivery of the Shares and the receipt of
payment therefor as provided in the Plan and as contemplated by the Registration
Statement, such Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
EXHIBIT 23(B)
--------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for the Level 8 Systems, Inc. 1997 Stock Option Plan, as
Amended and Restated, of our report dated March 31, 1999, relating to the
financial statements, which appears in the Annual Report on Form 10-K of Level 8
Systems, Inc. for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Washington, D.C.
August 31, 1999
EXHIBIT 23(C)
-------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated February 23, 1998 (except for Note 2, as to
which the date is February 27, 1998 and Note 3, as to which the date is April 6,
1998) accompanying the consolidated financial statements of Level 8 Systems,
Inc. and subsidiaries included in the Annual Report on Form 10-K for the year
ended December 31, 1998 which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of aforementioned report.
/s/ Grant Thornton LLP
New York, New York
August 31, 1999
EXHIBIT 23(D)
-------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Level 8 Systems, Inc. on Form S-8 of our report dated January 31, 1997,
except for Note 3, as to which the date is April 6, 1998, relating to the
financial statements included in the Annual Report on Form 10-K of Level 8
Systems, Inc. for the year ended December 31, 1998.
/s/ Lurie, Besikof, Lapidus & Co., LLP
Minneapolis, Minnesota
August 31, 1999
EXHIBIT 23(E)
-------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 for the Level 8 Systems, Inc. 1997 Stock Option Plan, as
Amended and Restated, of our report dated December 31, 1998, relating to the
financial statements, which appears in the Annual Report on Form 10-K of Seer
Technologies, Inc. for the year ended September 30, 1998.
/s/ PricewaterhouseCoopers LLP
Washington, D.C.
August 31, 1999
