-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O4xGcY0C+epOvhqq7D595+CoSi6cSNWLIJXKEvC9QE6uuuQPTam/5/8jHqFXF6oa Mu6c2Mt77HyDx8Q5Kny9HA== 0000921530-99-000147.txt : 19990714 0000921530-99-000147.hdr.sgml : 19990714 ACCESSION NUMBER: 0000921530-99-000147 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990713 GROUP MEMBERS: BROWN SIMPSON ASSET MANAGEMENT, LLC GROUP MEMBERS: BROWN SIMPSON CAPITAL, LLC GROUP MEMBERS: BROWN SIMPSON STRATEGIC GROWTH FUND L P GROUP MEMBERS: BROWN SIMPSON STRATEGIC GROWTH FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEVEL 8 SYSTEMS INC CENTRAL INDEX KEY: 0000945384 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 112920559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-48463 FILM NUMBER: 99663735 BUSINESS ADDRESS: STREET 1: 8000 REGENCY PARKWAY CITY: CARY STATE: NC ZIP: 27511 BUSINESS PHONE: 2122441234 MAIL ADDRESS: STREET 1: 8000 REGENCY PARKWAY CITY: CARY STATE: NC ZIP: 27511 FORMER COMPANY: FORMER CONFORMED NAME: ACROSS DATA SYSTEMS INC DATE OF NAME CHANGE: 19950517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN SIMPSON STRATEGIC GROWTH FUND L P CENTRAL INDEX KEY: 0001074478 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET 40TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 SCHEDULE 13G RE LEVEL 8 SYSTEMS, INC. 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, $.01 Par Value ______________________________ (Title of Class of Securities) 52729M102 ______________ (CUSIP Number) June 29, 1999 _____________________________________ (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 12 Pages Exhibit Index: Page 11 SCHEDULE 13G CUSIP No. 52729M102 Page 2 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BROWN SIMPSON STRATEGIC GROWTH FUND, L.P. 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 Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 304,929 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 304,929 9 Aggregate Amount Beneficially Owned by Each Reporting Person 304,929 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 3.50% 12 Type of Reporting Person* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 52729M102 Page 3 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BROWN SIMPSON CAPITAL, 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 Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 304,929 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 304,929 9 Aggregate Amount Beneficially Owned by Each Reporting Person 304,929 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 3.50% 12 Type of Reporting Person* OO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 52729M102 Page 4 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BROWN SIMPSON STRATEGIC GROWTH FUND, 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 Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 566,298 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 566,298 9 Aggregate Amount Beneficially Owned by Each Reporting Person 566,298 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 6.49% 12 Type of Reporting Person* OO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 52729M102 Page 5 of 12 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 Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 566,298 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 566,298 9 Aggregate Amount Beneficially Owned by Each Reporting Person 566,298 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 6.49% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 12 Pages Item 1(a) Name of Issuer: Level 8 Systems, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 8000 Regency Parkway, Cary, NC 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 Strategic Growth Fund, L.P., a New York limited partnership ("BSSGF L.P."), (ii) Brown Simpson Capital, LLC, a New York limited liability company ("Brown Simpson Capital"), (iii) Brown Simpson Strategic Growth Fund, Ltd., a Cayman Islands corporation ("BSSGF Ltd.") and (iv) Brown Simpson Asset Management, LLC, a New York limited liability company ("Brown Simpson Asset Management"). The General Partner of BSSGF, L.P. is Brown Simpson Capital. Brown Simpson Asset Management serves as the investment manager to BSSGF, Ltd. pursuant to an investment management contract. Each of Mitchell Kaye, James Simpson, Evan Levine and Matthew Brown holds a 25% interest in each of Brown Simpson Asset Management and Brown Simpson Capital. Item 2(b) Address of Principal Business Office or, if None, Residence: The address and principal business office of each of BSSGF L.P., Brown Simpson Capital and Brown Simpson Asset Management is Carnegie Hall Tower, 152 West 57th Street, 40th Floor, New York, NY 10019. The address and principal business of BSSGF, Ltd. is Citco Fund Services, Corporation Center, West Bay Road, P.O. Box 31106, SMB Grand Cayman, Cayman Islands. Item 2(c) Citizenship: i) BSSGF L.P. is a New York limited partnership; ii) Brown Simpson Capital is a New York limited liability company; iii) BSSGF Ltd. is a Cayman Islands corporation; and (iv) Brown Simpson Asset Management is a New York limited liability company. Page 7 of 12 Pages Item 2(d) Title of Class of Securities: Common Stock, $.01 par value (the "Shares"). Item 2(e) CUSIP Number: 52729M102 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 July 13, 1999, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of BSSGF L.P. and Brown Simpson Capital may be deemed to be the beneficial owner of 304,929 Shares. This number assumes conversion of shares of preferred stock and the exercise of warrants held by BSSGF L.P. (ii) Each of BSSGF Ltd. and Brown Simpson Asset Management may be deemed to be the beneficial owner of 566,298 Shares. This number assumes conversion of shares of preferred stock and the exercise of warrants held by BSSGF Ltd. Item 4(b) Percent of Class: (i) The number of Shares of which each of BSSGF L.P. and Brown Simpson Capital may be deemed to be the beneficial owner constitutes approximately 3.50% of the total number of Shares outstanding (assuming the conversion by BSSGF L.P. of the derivative securities reported herein). (ii) The number of Shares of which each of BSSGF Ltd. and Brown Simpson Asset Management may be deemed to be the beneficial owner constitutes approximately 6.49% of the total number of Shares outstanding (assuming the conversion by BSSGF Ltd. of the derivative securities reported herein). Page 8 of 12 Pages Item 4(c) Number of shares as to which such person has: BSSGF L.P. ---------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 304,929 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 304,929 Brown Simpson Capital --------------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 304,929 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 304,929 BSSGF Ltd. ---------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 566,298 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 566,298 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: 566,298 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 566,298 Page 9 of 12 Pages Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The partners of BSSGF L.P. have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by BSSGF L.P. in accordance with their partnership interests in BSSGF L.P. (ii) The shareholders of BSSGF Ltd. have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by BSSGF Ltd. in accordance with their ownership interests in BSSGF Ltd. BSSGF L.P. expressly disclaims beneficial ownership of any Shares, including the securities, held for the account of BSSGF Ltd. BSSGF Ltd. expressly disclaims beneficial ownership of any Shares, including the securities, held for the account of BSSGF L.P. 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 10 of 12 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: July 13, 1999 BROWN SIMPSON STRATEGIC GROWTH FUND, L.P. By: Brown Simpson Capital, LLC Its General Partner By: Brown Simpson Partners, LLC Its Member By: /S/ EVAN M. LEVINE -------------------- Evan M. Levine Its Member Date: July 13, 1999 BROWN SIMPSON CAPITAL, LLC By: Brown Simpson Partners, LLC Its Member By: /S/ EVAN M. LEVINE ----------------------------- Evan M. Levine Its Member Date: July 13, 1999 BROWN SIMPSON STRATEGIC GROWTH FUND, LTD. By: Brown Simpson Asset Management LLC By: Brown Simpson, LLC Its Member By: /S/ EVAN M. LEVINE -------------------- Evan M. Levine Its Member Date: July 13, 1999 BROWN SIMPSON ASSET MANAGEMENT LLC By: Brown Simpson, LLC Its Member By: /S/ EVAN M. LEVINE ----------------------------- Evan M. Levine Its Member Page 11 of 12 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated July 13, 1999 by and among Brown Simpson Strategic Growth Fund, L.P., Brown Simpson Capital, LLC, Brown Simpson Strategic Growth Fund, Ltd. and Brown Simpson Asset Management, LLC................. 12 EX-99 2 EXHIBIT A - JOINT FILING AGREEMENT Page 12 of 12 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Level 8 Systems, Inc. dated as of July 13, 1999 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: July 13, 1999 BROWN SIMPSON STRATEGIC GROWTH FUND, L.P. By: Brown Simpson Capital, LLC Its General Partner By: Brown Simpson Partners, LLC Its Member By: /S/ EVAN M. LEVINE -------------------- Evan M. Levine Its Member Date: July 13, 1999 BROWN SIMPSON CAPITAL, LLC By: Brown Simpson Partners, LLC Its Member By: /S/ EVAN M. LEVINE ----------------------------- Evan M. Levine Its Member Date: July 13, 1999 BROWN SIMPSON STRATEGIC GROWTH FUND, LTD. By: Brown Simpson Asset Management LLC By: Brown Simpson, LLC Its Member By: /S/ EVAN M. LEVINE -------------------- Evan M. Levine Its Member Date: July 13, 1999 BROWN SIMPSON ASSET MANAGEMENT LLC By: Brown Simpson, LLC Its Member By: /S/ EVAN M. LEVINE ----------------------------- Evan M. Levine Its Member -----END PRIVACY-ENHANCED MESSAGE-----