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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) JULY 31, 2000
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LEVEL 8 SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-26392 11-2920559
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8000 REGENCY PARKWAY, CARY, NC 27511
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (919) 380-5000
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On July 31, 2000, Level 8 Systems, Inc. entered into a Purchase
Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch"). Pursuant to the Purchase Agreement, Level 8 has agreed to issue to
Merrill Lynch 1,000,000 shares of Level 8 common stock. As consideration for the
issuance of the shares, Merrill Lynch has agreed to enter into a license
agreement which will grant Level 8 exclusive worldwide marketing, sales and
development rights to Cicero(TM), a comprehensive integrated desktop computer
environment developed by Merrill Lynch and used by more than 30,000 Merrill
Lynch professionals worldwide. Level 8 intends to market Cicero(TM) as part of
the Geneva eBusiness integration product line.
Pursuant to the Purchase Agreement, Level 8 and Merrill Lynch will
enter into a Registration Rights Agreement granting Merrill Lynch certain rights
to have resales of the shares of Level 8 common stock it will be issued under
the Purchase Agreement registered under the Securities Act. Level 8, Merrill
Lynch and certain Level 8 shareholders, including Liraz Systems Ltd. and certain
of its affiliates, and Welsh, Carson, Anderson & Stowe VI, L.P. and certain of
its affiliates, will also enter into a Stockholders Agreement agreeing to vote
their shares in favor of a designee of Merrill Lynch to the Level 8 Board of
Directors.
The closing of the transaction is dependent upon the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and other customary closing conditions.
In addition, upon the closing of the transaction described above, Level
8 expects to enter into an amendment to the Agreement dated November 23, 1998
with Welsh, Carson, Anderson & Stowe VI, L.P. and certain of its affiliates, and
other individual stockholders relating to Level 8's acquisition of a controlling
interest in Seer Technologies, Inc. This amendment would terminate the transfer
restrictions on shares held by those stockholders.
The foregoing summary description is qualified in its entirety by
reference to the definitive transaction documents, copies of which are attached
as exhibits to this Current Report on Form 8-K.
ITEM 7. EXHIBITS
(c) Exhibits
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10.1 Purchase Agreement dated July 31, 2000 between Level
8 Systems, Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
99.1 Press Release dated July 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEVEL 8 SYSTEMS, INC.
Date: August 11, 2000 By: /s/ Dennis McKinnie
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Dennis McKinnie
Senior Vice President,
Chief Legal and Administrative Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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10.1 Purchase Agreement dated July 31, 2000 between Level 8 Systems,
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
99.1 Press Release dated July 31, 2000.
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