As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LEVEL 8 SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 11-2920559
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 REGENCY PARKWAY
CARY, NORTH CAROLINA 27511
(919) 380-5000
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(Address of principal executive offices and zip code)
LEVEL 8 SYSTEMS, INC.
2000 STOCK GRANT RETENTION PLAN
(Full Title of the Plan)
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DENNIS MCKINNIE, ESQ.
SENIOR VICE PRESIDENT, CHIEF LEGAL AND ADMINISTRATIVE OFFICER AND CORPORATE
SECRETARY
LEVEL 8 SYSTEMS, INC.
8000 REGENCY PARKWAY
CARY, NORTH CAROLINA 27511
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(Name and address of agent for service)
(919) 380-5000
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(Telephone number, including area code, of agent for service)
Copies of Communictions to:
Scott D. Smith, Esq.
Eliot W. Robinson, Esq.
Powell, Goldstein, Frazer & Murphy LLP
Sixteenth Floor
191 Peachtree Stree, N.E.
Atlanta, Georgia 30303
(404) 572-6600
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CALCULATION OF REGISTRATION FEE
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 43,734 $8.125(1) $355,339(2) $ 94
par value shares
--------------- ------------------- ----------- -------------- -------------
(1) The average of the high and low prices of the Registrant's Common Stock
as reported by the Nasdaq National Market for December 13, 2000.
(2) 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.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") have been or will be sent
or given to participants in the plan listed on the cover of the Registration
Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act").
Level 8 Systems, Inc. Form S-8, Page 2
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1999
(Commission File No. 000-26392); and
(2) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of such fiscal year.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has rendered an
opinion regarding the legality of the securities registered hereby.
Level 8 Systems, Inc. Form S-8, Page 3
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits indemnification
of directors, officers, employees and agents of corporations for liabilities
arising under the Securities Act of 1933, as amended.
The registrant's certificate of incorporation and bylaws provide for
indemnification of the registrant's directors and officers to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law. Statutory
Provisions Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation in its certificate of incorporation to eliminate or limit the
personal liability of members of its board of directors to the corporation or
its stockholders for monetary damages for violations of a director's fiduciary
duty of care. The provision would have no effect on the availability of
equitable remedies, such as an injunction or rescission, for breach of fiduciary
duty. In addition, no provision may eliminate or limit the liability of a
director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating a law, paying an
unlawful dividend or approving an illegal stock repurchase, or obtaining an
improper personal benefit.
Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify any person who was or is a party to or is 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 a director, officer, employee or agent of the corporation,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. No indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for expenses which the court shall deem proper. Additionally, a
corporation is required to indemnify its directors and officers against expenses
to the extent that the directors or officers have been successful on the merits
or otherwise in any action, suit or proceeding or in defense of any claim, issue
or matter.
An indemnification can be made by the corporation only upon a determination
that indemnification is proper in the circumstances because the party seeking
indemnification has met the applicable standard of conduct as set forth in the
Delaware General Corporation Law. The indemnification provided by the Delaware
General Corporation Law shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. A corporation
also has the power to purchase and maintain insurance on behalf of any person,
whether or not the corporation would have the power to indemnify him against
such liability. The indemnification provided by the Delaware General Corporation
Law shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of the person.
The registrant's certificate of incorporation limits a director's liability for
monetary damages to the registrant and its stockholders for breaches of
fiduciary duty except under the circumstances outlined in the Delaware General
Corporation Law as described above under "Statutory Provisions."
The registrant's certificate of incorporation extends indemnification
rights to the fullest extent authorized by the Delaware General Corporation Law
to directors and officers involved in any action, suit or proceeding where the
basis of the involvement is the person's alleged action in an official capacity
or in any other capacity while serving as a director or officer of the
registrant.
Level 8 Systems, Inc. Form S-8, Page 4
<PAGE>
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
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not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Level 8 Systems, Inc. Form S-8, Page 5
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction to the questions whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
Level 8 Systems, Inc. Form S-8, Page 6
<PAGE>
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 15th day
of December, 2000.
LEVEL 8 SYSTEMS, INC.
By: /s/ Dennis McKinnie
---------------------------------
Dennis McKinnie, Senior Vice President,
Chief Legal and Administrative Officer
and Corporate Secretary
Level 8 Systems, Inc. Form S-8, Page 7
<PAGE>
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.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below on December 15, 2000 by the following persons in the
capacities indicated.
/s/ Arie Kilman Chairman of the Board of Directors and Chief
------------------------ Executive Officer
Arie Kilman
/s/ Steven Dmiszewicki President and Director
------------------------
Steven Dmiszewicki
/s/ Renee D. Fulk Chief Financial Officer, Treasurer and Assistant
------------------------ Secretary
Renee D. Fulk
/s/ Samuel Somech Chairman Emeritus and Director
------------------------
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/ Anthony Pizi Director
------------------------
Anthony Pizi
Level 8 Systems, Inc. Form S-8, Page 8
<PAGE>
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EXHIBIT INDEX
EXHIBIT INDEX
Exhibit
No. Description
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5 Opinion of counsel with respect to the securities being registered.*
23.1 Consent of counsel (included in Exhibit 5).*
23.2 Consent of PricewaterhouseCoopers, LLP, independent auditors, with
respect to Level Systems, Inc*
23.3 Consent of PricewaterhouseCoopers, LLP, independent auditors, with
respect to Template Software, Inc.*
23.4 Consent of PricewaterhouseCoopers, LLP, independent auditors, with
respect to Seer Technologies, Inc.*
23.5 Consent of Grant Thornton LLP, independent certified accountants, with
respect to Level 8 Systems, Inc.*
24 Power of Attorney (see signature pages to this Registration Statement).*
99 Level 8 Systems, Inc. 2000 Stock Grant Retention Plan.*
* Filed herewith.
Level 8 Systems, Inc. Form S-8, Page 9
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