FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2002 (January 3,
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2002)
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Level 8 Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-26392 11-2920559
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8000 Regency Parkway, Cary, North Carolina 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.)
Item 5. Other Events
On January 3, 2002, Level 8 Systems, Inc. entered into a Purchase
Agreement with MLBC, Inc. ("MLBC"), an affiliate of Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"). Pursuant to the Purchase
Agreement, Level 8 has agreed to issue to MLBC 250,000 shares of Level 8 common
stock and to enter into a royalty sharing agreeement. As consideration for the
issuance of the shares and the royaly payments, Merrill Lynch has entered into a
license agreement which extends Level 8's exclusive worldwide marketing, sales
and development rights to Cicero(R), a comprehensive integrated desktop computer
environment developed by Merrill Lynch and used by more than 30,000 Merrill
Lynch professionals worldwide. Merrill Lynch has also granted ownership rights
in the Cicero trademark to Level 8.
Pursuant to the Purchase Agreement, Level 8 and MLBC have entered into
a Registration Rights Agreement granting MLBC 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.
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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No. Description
4.1 Registration Rights Agreement dated as of January 3, 2002
between Level 8 Systems, Inc. and MLBC, Inc.
10.1 Purchase Agreement dated as of January 3, 2002 between Level 8
Systems, Inc. and MLBC, Inc.
10.2 Amended PCA Shell License Agreement dated as of January 3,
2002 between Level 8 Systems, Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated.
99.1 Press Release dated January 8, 2002.
SIGNATURE
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.
Date: January 11, 2002 LEVEL 8 SYSTEMS, INC.
By: /s/ John P. Broderick
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John P. Broderick
Chief Financial Officer, Treasurer
and Secretary
EXHIBIT INDEX
No. Description
4.1 Registration Rights Agreement dated as of January 3, 2002 between Level
8 Systems, Inc. and MLBC, Inc.
10.1 Purchase Agreement dated as of January 3, 2002 between Level 8 Systems
Inc. and MLBC, Inc.
10.2 Amended PCA Shell License Agreement dated as of January 3, 2002 between
Level 8 Systems, Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
99.1 Press Release dated January 8, 2002.