SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
LEVEL 8 SYSTEMS, INC.
---------------------
(Name of Issuer)
Common Stock, $.10 Par Value
----------------------------
(Title of Class of Securities)
52729M102
---------
(CUSIP Number)
July 20, 2000
-----------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 10 Pages
Exhibit Index: Page 8
<PAGE>
SCHEDULE 13G
CUSIP No. 52729M102 Page 2 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON PARTNERS I, LTD.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
0
Number of shares
Beneficially 6 Shared Voting Power
Owned By 1,029,800
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
1,029,800
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,029,800
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
6.62%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 52729M102 Page 3 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON ASSET MANAGEMENT, LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
0
Number of Shares
Beneficially 6 Shared Voting Power
Owned By 1,029,800
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
1,029,800
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,029,800
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
6.62%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 10 Pages
Item 1(a) Name of Issuer:
Level 8 Systems, Inc . (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
800 Regency Parkway, Cary, North Carolina 27511
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Brown Simpson Partners I, Ltd., a Cayman Islands
corporation ("Brown Simpson Partners I") and
ii) Brown Simpson Asset Management, LLC, a New York limited
liability company ("Brown Simpson Asset Management").
Brown Simpson Asset Management serves as the investment
manager to Brown Simpson Partners I pursuant to an investment management
contract. Each of Mitchell D. Kaye, James R. Simpson, Evan M. Levine and Matthew
C. Brown holds a 23.75% interest and Peter D. Greene holds a 5% interest in
Brown Simpson Asset Management.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of Brown Simpson
Asset Management is Carnegie Hall Tower, 152 West 57th Street, 40th Floor, New
York, NY 10019. The address and principal business of Brown Simpson Partners I
is Walkers Attorneys-at-Law, P.O. Box 265 GT, Walker House, Mary Street, George
Town, Grand Cayman, Cayman Islands.
Item 2(c) Citizenship:
i) Brown Simpson Partners I is a Cayman Islands corporation
and
ii)Brown Simpson Asset Management is a New York limited
liability company.
Item 2(d) Title of Class of Securities:
Common Stock, $.10 par share (the "Shares").
Item 2(e) CUSIP Number:
52729M102
<PAGE>
Page 5 of 10 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of August 30, 2000, each of the Reporting Persons may be
deemed the beneficial owner of the 1,029,800 Shares held for the account of
Brown Simpson Partners I. This number includes 700,000 Shares issuable upon the
exercise of warrants held for the account of Brown Simpson Partners I.
Item 4(b) Percent of Class:
The number of Shares of which each of the Reporting Persons
may be deemed to be the beneficial owner constitutes approximately 6.62% of the
total number of Shares which would be outstanding assuming the exercise of all
of the warrants held for the account of Brown Simpson Partners I.
Item 4(c) Number of shares as to which such person has:
Brown Simpson Partners I
------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,029,800
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,029,800
Brown Simpson Asset Management
------------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,029,800
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,029,800
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
<PAGE>
Page 6 of 10 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The shareholders of Brown Simpson Partners I have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
securities held by Brown Simpson Partners I in accordance with their ownership
interests in Brown Simpson Partners I.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 7 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 30, 2000 BROWN SIMPSON PARTNERS I, LTD.
By: /S/ PETER D. GREENE
---------------------------------------
Peter D. Greene
Attorney-in-Fact
Date: August 30, 2000 BROWN SIMPSON ASSET MANAGEMENT, LLC
By: /S/ PETER D. GREENE
---------------------------------------
Peter D. Greene
Managing Principal
<PAGE>
Page 8 of 10 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of August 30, 2000, by and
between Brown Simpson Partners I, Ltd. and Brown Simpson
Asset Management, LLC....................................... 9
B. Power of Attorney, dated as of April 4, 2000, granted by
Brown Simpson Partners I, Ltd. in favor of Matthew C. Brown,
Peter D. Greene, Mitchell D. Kaye, Evan M. Levine and James
R. Simpson.................................................. 10
