As filed with the Securities and Exchange Commission on March 22, 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.
---------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2920559
-------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 REGENCY PARKWAY, CARY, NORTH CAROLINA 27511
-------------------------------------------------
(Address of principal executive offices and zip code)
LEVEL 8 SYSTEMS, INC. 1997 STOCK OPTION PLAN, AS AMENDED AND RESTATED
TEMPLATE SOFTWARE, INC. 1996 EQUITY INCENTIVE PLAN
SOFTWARE ARCHITECTURE AND ENGINEERING, INC. 1992 NON-STATUTORY STOCK OPTION PLAN
TEMPLATE SOFTWARE, INC. 1992 INCENTIVE STOCK OPTION PLAN, CLASS B STOCK
SOFTWARE ARCHITECTURE AND ENGINEERING 1992 INCENTIVE STOCK OPTION PLAN
SOFTWARE ARCHITECTURE AND ENGINEERING 1986 INCENTIVE STOCK OPTION PLAN
SOFTWARE ARCHITECTURE AND ENGINEERING 1984 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plans)
-------------------------
DENNIS MCKINNIE, ESQ.
SENIOR VICE PRESIDENT, CHIEF LEGAL AND ADMINISTRATIVE OFFICER
LEVEL 8 SYSTEMS, INC.
8000 REGENCY PARKWAY
CARY, NORTH CAROLINA 27511
---------------------------
(Name and address of agent for service)
(919) 380-5000
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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,. . 2,524,023 $39.219 (2) $98,989,658 (3) $ 26,136
0.001 par value shares(1)
- ---------------- ----------- ----------- --------------- -------------
</TABLE>
(1) Representing shares of the Registrant's common stock, $0.001 par value
per share (the "Common Stock"), that may be issued and sold by the Registrant in
connection with (a) the 1,400,000 increase in the number of shares reserved
under the Level 8 Systems, Inc. 1997 Stock Option Plan, as Amended and Restated,
(b) 1,124,023 shares reserved for assumed options in connection with the
acquisition of Template Software pursuant to the Template Software, Inc. 1996
Equity Incentive Plan, Software Architecture and Engineering, Inc. 1992
Non-Statutory Stock Option Plan, Template Software, Inc. 1992 Incentive Stock
Option Plan, Class B Stock, Software Architecture and Engineering 1992 Incentive
Stock Option Plan, Software Architecture and Engineering 1986 Incentive Stock
Option Plan and Software Architecture and Engineering 1984 Incentive Stock
Option Plan (collectively, the "Plans"). 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 Plans.
(2) The average of the high and low prices of the Registrant's Common Stock
as reported by the Nasdaq National Market for March 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.
Level 8 S-8, Page 1
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 as filed with the Commission on March 22, 2000 (File No.
0-26392);
(2) The Registrant's Current Report on Form 8-K/A, filed with the Commission
on March 17, 1999 (File No. 0-26392), including financial information related to
Seer Technologies, Inc.;
(3) The Registrant's Current Report on Form 8-K/A filed with the Commission
on March 13, 2000 (File No. 0-26392), including financial information related to
Template Software, Inc.;
(4) The Registrant's Definitive Proxy Statement for its 1999 Annual Meeting
of Stockholders held on May 26, 1999, as filed with the Commission on April 30,
1999;
(5) The Registrant's Registration Statement on Form S-8, filed with the
Commission on September 18, 1996 (File No. 333-12247);
(6) The Registrant's Registration Statement on Form S-8, filed with the
Commission on September 29, 1998 (File No. 333-64637);
(7) The Registrant's Registration Statement on Form S-8, filed with the
Commission on September 1, 1999 (File No. 333-86303); and
(8) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on July 11, 1995 pursuant
to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") (File
No. 0-26392), as modified by the "Description of Level 8 Capital Stock"
contained in the Registrant's Registration Statement on Form S-4 (File No.
333-91413) which reflects the reincorporation of the Company under Delaware law.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Level 8 S-8, Page 2
<PAGE>
ITEM 4. DESCRIPTION OF THE SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has rendered an
opinion regarding the legality of the shares of Common Stock registered under
this Form S-8.
Level 8's financial statements for the years ended December 31, 1999 and
1998 included in this Registration Statement by reference have been audited by
PricewaterhouseCoopers LLP, independent accountants, and have been included in
the Registration Statement in reliance upon their report given on their
authority as experts in auditing and accounting.
Level 8's financial statements for the year ended December 31, 1997
included in this Registration Statement by reference have been audited by Grant
Thornton LLP, independent accountants, and have been included in the
Registration Statement in reliance upon their report given on their authority as
experts in auditing and accounting.
The financial statements for Seer Technologies, Inc. for the fiscal years
ended September 30, 1998, 1997, and 1996 included in this Registration Statement
by reference have been audited by PricewaterhouseCoopers LLP, independent
accountants, and have been included in this Registration Statement in reliance
upon their report given on their authority as experts in auditing and
accounting.
Template Software, Inc.'s financial statements for the years ended December
31, 1998, 1997 and 1996 included in this Registration Statement by reference
have been audited by PricewaterhouseCoopers LLP, independent acccountants, and
have been included in this Registration Statement in reliance upon their report
given on their authority as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation sets forth the extent to
which the Registrant's directors and officers may be indemnified by the
Registrant against the liabilities which they may incur in such capacities. Such
indemnification is authorized by Section 145 of the General Corporation Law of
Delaware, as amended from time to time ("Section 145"). The Registrant shall,
to the extent permitted by Section 145, indemnify each person who was or is a
party or 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 or has agreed to become,
a director or officer of the Registrant, or is or was serving, or has agreed to
serve, at the request of the Registrant, as a director, officer or trustee of,
or any similar capacity with, another corporation, partnership, joint venture,
trust or other enterprise (including any employee benefit plans), or by reason
of any action alleged to have been taken or omitted in such capacity, against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom.
Indemnification may include payment by the Registrant of expenses in defending
any action or proceeding in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by the person indemnified to repay
such payment if it is ultimately determined that such person is not entitled to
the indemnification under the Registrant's Certificate of Incorporation, which
undertaking may be accepted without reference to the financial ability of such
person to make such repayment. The Registrant shall not indemnify any person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person unless the initiation thereof was approved by the Board
of Directors of the Registrant. The indemnification rights provided in the
Registrant's Certificate of Incorporation shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any law, agreement
or vote of stockholder or disinterested directors or otherwise, and shall inure
to the benefit of the heirs, executors and administrators of such persons. The
Level 8 S-8, Page 3
<PAGE>
Registrant may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other persons or agents of the
Registrant or other persons serving the Registrant and such rights may be
equivalent to or greater or less than those set forth in the Registrant's
Certificate of Incorporation.
The Registrant maintains directors and officers liability policies covering
claims made against its directors and officers for certain wrongful acts done in
such capacities and providing reimbursement to the Registrant for its
indemnification of its directors and officers in respect of such claims.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Level 8 S-8, Page 4
<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
- ----- -----------
5.1 Opinion of counsel with respect to the securities being
registered.*
23.1 Consent of Powell, Goldstein, Frazer & Murphy, LLP (included
in Exhibit 5.1).*
23.2 Consent of PricewaterhouseCoopers, LLP, independent
accountants.*
23.3 Consent of Grant Thornton LLP, independent accountants.*
23.4 Consent of PricewaterhouseCoopers, LLP,
independent accountants.*
23.5 Consent of PricewaterhouseCoopers, LLP,
independent accountants.*
24.1 Power of Attorney (see signature pages to this Registration
Statement).*
________________________________________________________________________________
* Filed herewith.
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;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424 (b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
Level 8 S-8, Page 5
<PAGE>
(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
not apply if the registration statement is on Form S-3
or Form S-8 and 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 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.
(b) 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 therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) 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 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 the question 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 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 22 day of
March, 2000.
LEVEL 8 SYSTEMS, INC.
By: /s/ Dennis McKinnie
---------------------
Dennis McKinnie
Senior Vice President, Chief Legal and
Administrative Officer
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.
Level 8 S-8, Page 7
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on March 22, 2000 by the following persons in
the capacities indicated.
/s/ Arie Kilman Chairman of the Board of Directors and Chief
- ----------------- Executive Officer (Principal Executive Officer)
Arie Kilman
/s/ Steven Dmiszewicki President
- ------------------------
Steven Dmiszewicki
/s/ Renee Fulk Chief Financial Officer
- ----------------
Renee 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
Level 8 S-8, Page 8
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ----- -----------
5.1 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
accountants.*
23.3 Consent of Grant Thornton LLP.*
23.4 Consent of PricewaterhouseCoopers, LLP,
independent accountants.*
23.5 Consent of PricewaterhouseCoopers, LLP,
independent accountants.*
24.1 Power of Attorney (see signature pages to this Registration
Statement).*
________________________________________________________________________________
* Filed herewith.
Level 8 S-8, Page 9
<PAGE>
EXHIBIT 5.1
Level 8 Systems, Inc.
8000 Regency Parkway
Cary, North Carolina 27511
Re: Level 8 Systems, Inc.'s Registration Statement on Form S-8 Dated
March 22, 2000
Ladies and Gentlemen:
We have served as counsel for Level 8 Systems, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement"), of an additional 2,524,023 shares (the "Shares") of
common stock, $0.001 par value, of the Company, to be issued and sold by the
Company pursuant to the Level 8 Systems, Inc. Stock Option Plan, as Amended and
Restated, Template Software, Inc. 1996 Equity Incentive Plan, Software
Architecture and Engineering, Inc. 1992 Non-Statutory Stock Option Plan,
Template Software, Inc. 1992 Incentive Stock Option Plan, Class B Stock,
Software Architecture and Engineering 1992 Incentive Stock Option Plan, Software
Architecture and Engineering 1986 Incentive Stock Option Plan, Software
Architecture and Engineering 1984 Incentive Stock Option Plan (collectively, the
"Plans").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the grants of securities pursuant to the Plans
as we have deemed necessary and advisable. In such examinations, we have
assumed the genuineness of all signatures on all originals and copies of
documents we have examined, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all certified, conformed
or photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Delaware.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
<PAGE>
2. Upon the issuance and delivery of the Shares and the receipt of
payment therefor as provided in the Plans and as contemplated by the
Registration Statement, such Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for the Level 8 Systems, Inc. 1997 Stock Option Plan, as
amended and restated; Template Software, Inc. 1996 Equity Incentive Plan;
Software Architecture and Engineering, Inc. 1992 Non-Statutory Stock Option
Plan; Template Software, Inc. 1992 Incentive Stock Option Plan, Class B Stock;
Software Architecture and Engineering 1992 Incentive Stock Option Plan; Software
Architecture and Engineering 1986 Incentive Stock Option Plan; and the Software
Architecture and Engineering 1984 Incentive Stock Option Plan; of our report
dated February 18, 2000 relating to the financial statements of Level 8 Systems,
Inc., which appears in the Annual Report on Form 10-K of Level 8 Systems, Inc.
for the year ended December 31, 1999. We also consent to the reference to us
under the heading "Interests of Named Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
March 22, 2000
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 23, 1998 (except for Note 2, as to
which the date is February, 27, 1998 and Note 3, as to which the date is April
6, 1998) accompanying the consolidated financial statements of Level 8 Systems,
Inc. and subsidiaries included in the Annual Report on Form 10-K for the year
ended December 31, 1999 which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
/s/ GRANT THORNTON LLP
New York, New York
March 22, 2000
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Level 8 Systems,
Inc. Registration Statement on Form S-8 for the Level 8 Systems, Inc. 1997 Stock
Option Plan, as amended and restated; Template Software, Inc. 1996 Equity
Incentive Plan; Software Architecture and Engineering, Inc. 1992 Non-Statutory
Stock Option Plan; Template Software, Inc. 1992 Incentive Stock Option Plan,
Class B Stock; Software Architecture and Engineering 1992 Incentive Stock Option
Plan; Software Architecture and Engineering 1986 Incentive Stock Option Plan;
and the Software Architecture and Engineering 1984 Incentive Stock Option Plan;
of our report dated March 17, 1999 relating to the financial statements of
Template Software, Inc., which appears in the Annual Report on Form 10-K of
Template Software, Inc. for the year ended December 31, 1998. We also consent
to the reference to us under the heading "Interests of Named Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
March 22, 2000
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Level 8
Systems, Inc. Registration Statement on Form S-8 for the Level 8 Systems, Inc.
1997 Stock Option Plan, as amended and restated; Template Software, Inc. 1996
Equity Incentive Plan; Software Architecture and Engineering, Inc. 1992
Non-Statutory Stock Option Plan; Template Software, Inc. 1992 Incentive Stock
Option Plan, Class B Stock; Software Architecture and Engineering 1992 Incentive
Stock Option Plan; Software Architecture and Engineering 1986 Incentive Stock
Option Plan; and the Software Architecture and Engineering 1984 Incentive Stock
Option Plan; of our report dated December 31, 1998 relating to the financial
statements of Seer Technologies, Inc., which appears in the Annual Report on
Form 10-K of Seer Technologies, Inc. for the year ended September 30, 1998. We
also consent to the reference to us under the heading "Interests of Named
Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Washington, D.C.
March 22, 2000