SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) April 15, 1999
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Level 8 Systems, Inc.
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(Exact Name of Registrant as Specified in its Charter)
New York 0-26392 11-2920559
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
8000 Regency Parkway
Cary, North Carolina 27511
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (919) 380-5000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 15, 1999, the Registrant completed its cash tender offer (the
"Tender Offer") for all of the outstanding shares of common stock ("Seer Common
Stock"), par value $.01 per share, of Seer Technologies, Inc., a Delaware
corporation ("Seer") at a purchase price of $.35 per share in cash. The
Registrant has accepted for payment 3,375,833 shares of Seer Common Stock
validly tendered and not properly withdrawn pursuant to the Tender Offer for an
aggregate purchase price of $1,181,542. The 3,375,833 shares of Seer Common
Stock validly tendered and accepted for payment, together with the 10,987,152
shares of Seer Common Stock already beneficially owned by the Registrant,
represent 90.7% of the issued and outstanding Seer Common Stock. In connection
with the completion of the Tender Offer, the Registrant anticipates acquiring
the remaining minority interest in Seer through the merger of a wholly-owned
subsidiary pursuant to the terms and conditions of Section 253 of the Delaware
General Corporation Law.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the Business Acquired. Seer's audited financial
statements for the fiscal year ended September 30, 1998 are incorporated by
reference to Seer's Form 10-K for the fiscal year ended September 30, 1998,
filed with the Commission on January 12, 1999, File No. 0-26194.
(b) Pro Forma Financial Information. Pursuant to Item 7(b) (2) of Form 8-K,
the Registrant undertakes to file an amendment to this Form 8-K containing
financial information relating to the Seer transaction within 60 days of filing
of this Form 8-K.
(c) Exhibit.
2.1 Agreement dated November 23, 1998, among Level 8 Systems, Inc.
("Level 8") and the WCAS parties named therein relating to the acquisition of
capital stock of the Registrant by Level 8 (incorporated by reference to Exhibit
2.1 to the Registrant's Form 10-K for the year ended September 30, 1998.
23.1 Consent of PricewaterhouseCoopers LLP to the incorporation by
reference of Seer's audited financial statements.
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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: April 30, 1999 By: /s/ Dennis McKinnie
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Name: Dennis McKinnie
Title: Vice President and General Counsel
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-12247) of Level 8 Systems, Inc. of our
report dated December 31, 1998 relating to the financial statements of Seer
Technologies, Inc., which is incorporated by reference in the Current Report on
Form 8-K of Level 8 Systems, Inc. dated April 30, 1999.
/s/ PricewaterhouseCoopers LLP
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Washington, D.C.
April 30, 1999
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