UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 12b-25
SEC FILE NUMBER
[0-26392]
NOTIFICATION OF LATE FILING
/X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q / / Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: [ ]
Read Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
<PAGE>
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Level 8 Systems, Inc.
Former Name if Applicable: N/A
Address of Principle Executive Office (Street and Number): 8000 Regency Parkway
City, State and Zip Code: Cary, North Carolina 27511
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail of Part III of
this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or
Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof, will be filed
on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the Transition report on portion thereof, could not be filed
within the prescribed time period.
The registrant's Form 10-K for the year ended December 31, 1998 cannot be
timely filed because the Company's audited financial statements have not
yet been finalized.
<PAGE>
PART IV
OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification.
Steven Dmiszewicki (919) 380-5000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
/X/ Yes / / No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
As a result of a number of one-time, non-cash charges primarily
relating to the Company's acquisitions of Seer Technologies, Inc.
and Momentum Software Corporation and other factors, the Company
currently expects to report a loss for 1998 in addition to losses
previously reported for the first nine months. The foregoing is
based on preliminary information and analysis and is subject to
more complete information to be contained in the Company's Annual
Report on Form 10-K.
<PAGE>
Level 8 Systems, Inc.
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1999 By: /s/ Steven Dmiszewicki
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Steven Dmiszewicki
Chief Operating Officer
