-----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, BXMdax9vXCa1ufskxktS6uiksFeznmfkFT/D1V86k5GEq9sryD/fvCYtmji2PJP9 tgdjGSm5bclAPpKtP0/8Ig== 0001012975-02-000180.txt : 20020607 0001012975-02-000180.hdr.sgml : 20020607 20020604165811 ACCESSION NUMBER: 0001012975-02-000180 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020604 GROUP MEMBERS: ADVANCED SYSTEMS EUROPE B.V. GROUP MEMBERS: FORMULA SYSTEMS (1985) 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49420 FILM NUMBER: 02670220 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: LIRAZ SYSTEMS LTD CENTRAL INDEX KEY: 0001008408 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 HATZOREF STREET CITY: HOLON 5886 ISRAEL STATE: L3 ZIP: 00000 BUSINESS PHONE: 2122441234 MAIL ADDRESS: STREET 1: 5 HATZOREF STREET CITY: HOLON 5886 ISRAEL STATE: L3 SC 13D/A 1 esc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 3 under the Securities Exchange Act of 1934 LEVEL 8 SYSTEMS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 52729M 10 2 ------------------------------------ (CUSIP Number) Mr. Yossi Shemesh Liraz Systems Ltd. 3 Azrieli Center 67023 Tel Aviv Israel Telephone: 011-972-3-6075454 with a copies to: Bruria Gross-Prushansky, ESQ. Formula Systems (1985) Ltd. 3 Hagalim Boulevard 46725 Herzlia, Israel Telephone: 972-9-9598877 Edward W. Kerson, Esq. Rabinowitz & Kerson LLP 546 Fifth Avenue New York, New York 10036 Telephone: (212 768-1666 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 26, 2001 --------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures 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). CUSIP No. 52729 M 10 2 Page 2 of 12 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Liraz Systems Ltd. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF -0- SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 3,785,768 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 3,785,768 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,785,768 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.8% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON HC ________________________________________________________________________________ CUSIP No. 52729 M 10 2 Page 3 of 12 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Formula Systems (1985) Ltd. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF -0- SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 3,785,768 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 3,785,768 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,785,768 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.8% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON HC ________________________________________________________________________________ CUSIP No. 52729 M 10 2 Page 4 of 12 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Advanced Systems Europe B.V. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF -0- SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 1,403,905 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 1,403,905 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,403,905 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ________________________________________________________________________________ CUSIP No. 52729 M 10 2 Page 5 of 12 Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $0.001 per share (the "Common Stock"), of Level 8 Systems, Inc., a Delaware corporation ("Level 8" or "Issuer"). This Schedule 13D is being filed to amend the Schedule 13D filed with regard to shares of Level 8 beneficially owned by Liraz and Advanced Systems filed March 9, 1999, as amended on November 8, 2000 and on November 19, 2001. The Schedule 13D, as amended through November 19, 2001, is unchanged, except as otherwise set forth in this amendment. Level 8's principal executive offices are located at 8000 Regency Parkway, Cary, North Carolina 27511. Item 2. Identity and Background (a) - (c), (f): This Schedule 13D is being filed on behalf of each of the following, who are collectively referred to herein as the "Reporting Persons": (1) Liraz Systems Ltd. ("Liraz"), an Israeli corporation, with its principal business office at 3 Azrieli Center, 67023 Tel Aviv, Israel. Liraz is a holding company with subsidiaries and affiliates engaged in the business of systems integration. (2) Advanced Systems Europe B.V. ("Advanced Systems"), a Dutch corporation, with its principal business office at 7b Vlierwerf, 4703 SB Roosendaal, Netherlands. Advanced Systems is a wholly-owned subsidiary of Liraz. Advanced Systems is engaged in the business of system integration and the ownership of shares of Level 8. (3) Formula Systems (1985) Ltd. ("Formula"), an Israeli corporation, with its principal business office at 3 Hagalim Boulevard, 46725 Herzlia, Israel. Formula is a holding company with subsidiaries and affiliates engaged in the business of providing software consulting services and developing proprietary software products and computer based business solutions. In October 2001 and November 2001, Formula acquired an aggregate of 500,000 and 2,898,168 shares of Liraz, respectively, which constitute 7.5% and 43.2% of the outstanding shares of Liraz, respectively. As of June 3, 2002, Formula owns 54.4% of the outstanding shares of Liraz. In November 2001, Lenny Recanati, Taly Oren, and Talmor Margalit resigned as directors of Liraz, and Dan Goldstein and Gad Goldstein, who are affiliates of Formula, were elected as directors of Liraz. In April 2002, Bruria Gross-Prushansky and Naamit Salomon, who are affiliates of Formula, were elected as directors of Liraz. Certain information concerning the directors and executive officers of the Reporting Persons is set forth on Schedule A. Each individual named in Schedule A is a citizen of Israel. Within the last five years, none of the individuals named in Schedule A (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. CUSIP No. 52729 M 10 2 Page 6 of 12 Item 4. Purpose of Transaction On November 22, 2001, May 15, 2002, May 16, 2002, May 17, 2002, May 22, 2002, May 23, 2002, May 24, 2002, May 28, 2002, May 29, 2002, May 30, 2002 and May 31, 2002, Liraz and Advanced Systems sold an aggregate of 1,319,700 shares of Common Stock to raise capital for general business purposes, including financing of the business of BluePhoenix Solutions BV, a wholly-owned subsidiary of Advanced Systems that acquired Level 8's AppBuilder business in October 2001. Item 5. Interest in Securities of the Issuer The Reporting Persons directly own the following numbers of shares of Common Stock: Number of Shares Reporting Person Directly Owned ---------------- -------------- Liraz 2,381,863 Advanced Systems 1,403,905 (1) (1) Includes 1,200,048 shares issuable upon conversion of Series A1 Convertible Redeemable Preferred Stock. Liraz and Formula may be deemed to share power to vote and to dispose of the 2,381,863 shares Liraz directly owns, and Liraz, Formula, and Advanced Systems may be deemed to share power to vote and to dispose of the 1,403,905 shares Advanced Systems directly owns. Accordingly, Liraz and Formula may each be deemed to beneficially own 3,785,768 shares of Common Stock, or 18.8% of the outstanding shares of Common Stock. On November 22, 2001, Liraz sold 4,700 shares of Common Stock for $1.79 per share (excluding commissions) in an open-market transaction. During May 2002, Liraz and Advanced Systems have sold an aggregate of 394,700 shares of Common Stock for an aggregate of $440,651 in open-market transactions as detailed below:
Date Seller Number of Average price per share Total Price - ---- ------ Shares Sold (excluding commissions) (excluding commissions) May 15, 2002 Liraz 25,000 $1.61 $40,355 May 16, 2002 Liraz 27,300 $1.39 37,928 May 16, 2002 Advanced Systems 48,700 $1.35 65,982 May 17, 2002 Advanced Systems 4,800 $1.35 6,464 May 22, 2002 Advanced Systems 17,200 $1.17 20,438 May 23, 2002 Advanced Systems 7,900 $1.15 9,085 May 24, 2002 Advanced Systems 21,000 $1.06 22,350 May 28, 2002 Advanced Systems 151,600 $1.00 152,285 May 29, 2002 Advanced Systems 34,700 $0.97 33,619 May 31, 2002 Advanced Systems 56,500 $0.92 52,145 Total 394,700 $440,651
CUSIP No. 52729 M 10 2 Page 7 of 12 On May 13, 2002, and May 30, 2002, Liraz sold 500,000 and 150,000 shares of Common Stock, respectively, for $0.70 per share and $0.66 per share, respectively (excluding commissions), in privately negotiated transactions. On May 20, 2002, and May 22, 2002, Advanced Systems sold 125,000 and 150,000 shares of Common Stock, respectively, for $1.10 per share and $1.00 per share, respectively (excluding commissions), in privately negotiated transactions. Except as set forth above, neither the Reporting Persons nor, to the best of the knowledge of the Reporting Persons, any of the individuals names in Schedule A, beneficially own any shares of Common Stock. Item 7. Material to be Filed as Exhibits 99.1 Joint filing agreement regarding the filing of this Schedule, attached hereto. CUSIP No. 52729 M 10 2 Page 8 of 12 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 3, 2002. LIRAZ SYSTEMS LTD. ADVANCED SYSTEMS EUROPE B.V. FORMULA SYSTEMS (1985) LTD. By: LIRAZ SYSTEMS LTD. By: Yossi Shemesh/Arie Kilman ------------------------- Printed Name: Yossi Shemesh/Arie Kilman Title: Chief Executive Officer/Chairman For itself and on behalf of each of Formula Systems (1985) Ltd. and Advanced Systems Europe B.V. pursuant to the agreement annexed hereto as Exhibit 99.1. CUSIP No. 52729 M 10 2 Page 9 of 12 Exhibit Index 99.1 Joint filing agreement regarding the filing of this Schedule, attached hereto. CUSIP No. 52729 M 10 2 Page 10 of 12 Exhibit 1 AGREEMENT OF LIRAZ SYSTEMS LTD., FORMULA SYSTEMS (1985) LTD.AND ADVANCED SYSTEMS EUROPE B.V. Pursuant to Rule 13d-1(k) The undersigned hereby agree that the Statement on Schedule 13D to which this Agreement is annexed as Exhibit 99.1 may be filed by Liraz Systems Ltd. on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Dated: June 3, 2002. LIRAZ SYSTEMS LTD. By: Yossi Shemesh/Arie Kilman ------------------------- Printed Name: Yossi Shemesh/Arie Kilman Title: Chief Executive Officer/Chairman ADVANCED SYSTEMS EUROPE B.V. By: Yossi Shemesh/Yoel Amir ----------------------- Printed Name: Yossi Shemesh/Yoel Amir Title: Director/Chief Executive Officer FORMULA SYSTEMS (1985) LTD. By: Dan Goldstein ------------- Printed Name: Dan Goldstein Title: Chairman of the Board and Chief Executive Officer CUSIP No. 52729 M 10 2 Page 11 of 12 Schedule A to Schedule 13D The name, residence or business address, and present principal occupation or employment (and the name, principal business, and address of the business in which such employment is conducted) of each executive officer and director of each of Liraz, Advanced Systems, and Formula are as follows: LIRAZ SYSTEMS LTD.
Name Address Position at Liraz Occupation Arie Kilman (1) Chairman of the Board Chairman of the Board of Liraz Dan Goldstein (2) Director Chairman of the Board and Chief Executive Officer of Formula Gad Goldstein (2) Director President of Formula Naamit Salomon (2) Director Vice President of Finance of Formula Bruria Gross-Prushansky (2) Director Secretary of Formula Yoram Shapira (3) Director Consultant and manager (Freelancer) Doron Shani (4) Director Security consultancy manager in "Shafran Security Consultancy" Yaacov Ben Gur (5) Director Chairman of Marlaz Systems and Teleline Yossi Shemesh (1) Chief Executive Officer Chief Executive Officer of Liraz and Director of Advanced Systems Miki Zerwanitzer (1) Controller Controller of Liraz Limor Kessler-Davidor (6) Secretary Attorney in private practice at Goldfarb Levi, Eran & Co.
ADVANCED SYSTEMS EUROPE B.V.
Name Address Position at Liraz Occupation Yoel Amir (1) Chairman of the Board Chairman of the Board of Advanced Systems Yossi Shemesh (1) Director Chief Executive Officer of Liraz and Director of Advanced Systems
CUSIP No. 52729 M 10 2 Page 12 of 12 FORMULA SYSTEMS (1985) LTD.
Name Address Position at Formula Occupation Dan Goldstein (2) Chairman of the Board and Chairman of the Board and Chief Executive Officer Chief Executive Officer of Formula Gad Goldstein (2) Director, President President of Formula Shai Beilis (2) Director Managing Partner in Formula Ventures LLP. Daphna Kedmi (2) Director Legal Consultant of Nice Systems Moshe Zviran (2) Director Professor in Tel Aviv University Rafi Peled (2) Director Businessman, Chairman of Feuchtwanger Industries Ltd. and Mashav
(1) c/o Liraz Systems Ltd., 3 Azrieli Center, 67023 Tel Aviv, Israel (2) c/o Formula Systems (1985) Ltd., 3 Hagalim Boulevard, 46725 Herzlia, Israel (3) 4 Hachazav St., 52960 Ramat Efal, Israel (4) 13 Hovevei Zion St., Herzlia, Israel (5) 100 Hachashmonaim St., Tel Aviv, Israel (6) c/o Goldfarb Levi, Eran & Co., 2 Eben Gabirol St., 64077 Tel Aviv, Israel -----END PRIVACY-ENHANCED MESSAGE-----