As filed with the Securities and Exchange Commission on August 25, 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
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(Address of principal executive offices and zip code)
LEVEL 8 SYSTEMS, INC.
1997 STOCK OPTION PLAN, AS AMENDED AND RESTATED
(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
--------------
(Telephone number, including area code, of agent for service)
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 1,250,000 $18.0625(2) $22,578,125(3) $ 5,961
par value shares(1)
--------------- ------------------- ----------- -------------- -------------
(1) Representing shares of the Registrant's common stock, $.001 par value
per share (the "Common Stock"), that may be issued and sold by the Registrant in
connection with the Level 8 Systems, Inc. 1997 Stock Option Plan, as Amended and
Restated (the "Plan") with respect to the 1,250,000 increase in the number of
shares reserved under the Plan. This Registration Statement also covers such
indeterminable number of additional shares as may become issuable to prevent
dilution in the event of a stock split, stock dividend, reclassification or
other similar transaction pursuant to the terms of the Plan. Pursuant to
separate Registration Statements on Form S-8 (Reg. No. 333-64637, 333-33122 and
333-86303), the Registrant previously registered an aggregate of 4,000,000
shares of Common Stock not included in the above figure subject to issuance
under the Plan.
(2) The average of the high and low prices of the Registrant's Common Stock
as reported by the Nasdaq National Market for August 21, 2000.
(3) 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>
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
(FILE NOS. 333-64637, 333-33122 AND 333-86303)
The contents of the Registration Statements on Form S-8 filed by the
Registrant on September 29, 1998 (File No. 333-64637), September 1, 1999 (File
No. 333-86303) and March 23, 2000 (File No. 333-33122) relating to the Plan are
hereby incorporated by reference pursuant to General Instruction E to Form S-8.
<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit
No. Description
------ -----------------------------------------------------------------------
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 Grant Thornton LLP, independent certified accountants, with
respect to Level 8 Systems, Inc.*
23.4 Consent of PricewaterhouseCoopers, LLP, independent auditors, with
respect to Template Software, Inc.*
23.5 Consent of PricewaterhouseCoopers, LLP, independent auditors, with
respect to Seer Technologies, Inc.*
24 Power of Attorney (see signature pages to this Registration Statement).*
* Filed herewith.
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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 25th day
of August, 2000.
LEVEL 8 SYSTEMS, INC.
By: /s/ Dennis McKinnie
-----------------------------------------
Dennis McKinnie
Senior Vice President, Chief Legal and
Administrative Officer and Corporate
Secretary
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.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on August 25, 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
Director
------------------------
Robert M. Brill
/s/ Michel Berty Director
------------------------
Michel Berty
/s/ Theodore Fine Director
------------------------
Theodore Fine
Director
------------------------
Lenny Recanati
Director
------------------------
Anthony Pizi
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------ -----------------------------------------------------------------------
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 Grant Thornton LLP, independent certified accountants, with
respect to Level 8 Systems, Inc.*
23.4 Consent of PricewaterhouseCoopers, LLP, independent auditors, with
respect to Template Software, Inc.*
23.5 Consent of PricewaterhouseCoopers, LLP, independent auditors, with
respect to Seer Technologies, Inc.*
24 Power of Attorney (see signature pages to this Registration Statement).*
* Filed herewith.
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