8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 21, 2006 (November 16, 2006)

LEVEL 8 SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-26392	11-2920559
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1433 Highway 34, Building C, Farmingdale, New Jersey 07727

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code (732) 919-3150

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

At a Special Meeting of Stockholders of Level 8 Systems, Inc. (“Level 8”), held on November 16, 2006, the Stockholders approved a proposed amendment to the Certificate of Incorporation to grant Level 8’s Board of Directors discretionary authority to effect a reverse stock split a ratio from 20:1 to 100:1. On November 20, 2006, the Board of Directors set a ratio of 100:1.

The Stockholders also approved an amendment to change the name of Level 8 to Cicero, Inc., to increase the authorized common stock of the company from 85 million to 215 million shares, and to convert existing preferred stock into a new Series A-1 preferred stock of Cicero, Inc. at amended conversion prices. Each proposal was set forth in the Definitive Proxy Statement of Level 8 dated October 17, 2006.

The proposals at the Special Meeting of Stockholders of Level 8 comprised a proposed recapitalization of Level 8 which is also subject to the receipt of amendments to outstanding convertible promissory notes, senior reorganization notes and the convertible bridge notes. The recapitalization of Level 8 will occur as soon as practicable after receipt of these amendments and after the requisite filings with the Secretary of State of Delaware.

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: November 21, 2006      LEVEL 8 SYSTEMS, INC.

By:/s/ John P. Broderick

 John P. Broderick

 Chief Executive and Financial Officer

EX-99.1

For release: November 20, 2006

Contact: Keith Anderson (919) 380-5092 or kanderson@ciceroinc.com

Level 8 Systems Announces Approval of Recapitalization

CARY, NC, November 20, 2006 - Level 8 Systems, Inc. announced that its shareholders approved a plan of recapitalization at a special shareholder meeting held on November 16, 2006. Under that plan, shareholders authorized: changing the company’s name to Cicero, Inc.; authorizing the board of directors to effectuate a reverse stock split within a range of 20:1 to 100:1, increasing the authorized common stock of the company from 85 million to 215 million shares; converting existing preferred stock into a new Series A-1 preferred stock of Cicero, Inc.; and converting more than $6.5 million of debt to equity.

“This is a significant milestone for our organization,” said John Broderick, Chief Executive Officer. “This recapitalization strengthens our balance sheet and allows us to grow our business and expand our customer base. We believe that our Cicero™ product is the preeminent solution in the desktop integration market, and that we are now positioned to build on that premise in the marketplace.”

Cicero is a unique solution to provide rapid and seamless integration of disparate systems on end-user desktops. It is a non-invasive desktop integration product that has a proven record in contact centers and government agencies for improving the use of technology, enhancing customer service, streamlining business processes, and reducing costs while improving revenue opportunities. Cicero has been installed at several Fortune 500 companies. In one recent implementation, Cicero was used to integrate eight applications for nine hundred agents’ desktops in just seven weeks; reducing average call times by approximately 40 seconds, and allowing agents to improve customer interaction and handle more calls. Due to improved agent productivity and shorter call times, the savings in the contact centers exceeded $1 million in a single year, an ROI of less than five months.

* * *

Cicero Inc. is a leading provider of software integration solutions that streamline business processes and improve the productivity of knowledge workers where business systems are used - at the desktop. Cicero Studio™ provides a framework to non-invasively integrate disparate applications faster and at a fraction of the cost of other integration solutions. Companies and government agencies using Cicero are able to integrate applications and business systems in weeks and to experience an ROI within months of implementation.

For more information, visit www.ciceroinc.com or contact Keith Anderson at 919-380-5092 or email at kanderson@ciceroinc.com.

Cicero and Cicero Studio are trademarks of Cicero, Inc. and/or its affiliates. Other company names and/or products are for identification purposes and are the property of, and may be trademarks of, their respective owners.

Safe Harbor: Except for any historical information contained herein, this news release may contain forward-looking statements on such matters as strategic direction, anticipated return on investment, business prospects, the development and capabilities of the Cicero product group, new products and similar matters. Actual results may differ materially from the anticipated results or other expectations expressed in this release of a variety of factors, including risks that customers may not adopt the Cicero technology, which Cicero, Inc. may not successfully execute its new strategic initiative and other risks and uncertainties that could cause actual results to differ materially from such statements. For a description of other factors that could cause such a difference, please see Cicero Inc.’s filings with the Securities and Exchange Commission.