Cicero Inc – ‘SC 13E4’ on 4/9/01

On:  Monday, 4/9/01, at 9:20am ET   ·   Accession #:  945384-1-24   ·   File #:  5-48463

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Tender-Offer Statement — Issuer Tender Offer   —   Schedule 13E-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E4     Tender-Offer Statement -- Issuer Tender Offer          3     11K 

SC 13E4
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 ---------------------------
 SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 ---------------------------

 LEVEL 8 SYSTEMS, INC.
 (Name of Subject Company (Issuer)

 ---------------------------

LEVEL 8 SYSTEMS, INC
 (Names of Filing Persons (Offeror))

 ---------------------------

Options Under Level 8 Systems, Inc. 1997 Stock Option Plan to Purchase
Common Stock, Par Value $.0001 Per Share
 (Title of Class Securities)

Dennis McKinnie, Esq.                         copies to:        
Senior Vice President,                    Scott D. Smith, Esq.    
Chief Legal and Administrative              Katherine M. Koops, Esq.      
  Officer, Corporate Secretary        Powell, Goldstein, Frazer & Murphy LLP
Level 8 Systems, Inc.                      Sixteenth Floor      
8000 Regency Parkway                   191 Peachtree St. N.E.   
Cary, North Carolina 27511                Atlanta, Georgia 30303      
(919) 380-5000                           (404) 572-6600   

 (Name, address, and telephone numbers of person authorized to receive notices a
 and communications on behalf of filing persons)

 Calculation of Filing Fee
 ----------------------     --------------------
 Transaction Valuation*     Amount of filing fee
 ----------------------     --------------------
 Not Applicable           Not Applicable
 ----------------------     --------------------

[  ]     Check  the  box  if  any  part of the fee is offset as provided by Rule
0-11(a)(2)  and identify the filing with which the offsetting fee was previously
paid.  Identify  the  previous  filing by registra-tion statement number, or the
Form  or  Schedule  and  the  date  of  its  filing.                            

Amount  Previously  Paid:             Not  Applicable 
Form  or  Registration  No.:          Not  Applicable 
Filing  Party:                        Not  Applicable 
Date  Filed:                          Not  Applicable 

[X] Check the box if the filing relates solely to preliminary communications    
made  before  the  commence-ment  of  a  tender  offer.                 

Check  the  appropriate  boxes  below to designate any transactions to which the
statement  relates:                                                     

[ ]  third-party  tender  offer  subject  to  Rule  14d-1             
[ ]  going-private  transaction  subject  to  Rule  13e-3             
[X]  issuer  tender  offer  subject  to  Rule  13e-4                  
[ ]  amendment  to  Schedule  13D  under  Rule  13d-2                 

Check the following box if the filing is a final amendment reporting the results
of  the  tender  offer:  [   ]                                                  

SC 13E4
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Level  8  Employees:                                                            

We intend to  roll out an Options Exchange Program within the next few weeks. We
anticipate  that  in  its  final form, the program will allow you to cancel your
vested  and  unvested options that have an exercise price above $10.00 per share
with  the  understanding  that  we  will issue you new options, according to the
program  guidelines, in the future, but no sooner than 6 months and one day from
the  date  the  original  options  are  cancelled. The exercise price of the new
options  that  are  granted will be the closing price of our common stock on the
date the new options  are  granted by the Compensation Committee of our Board of
Directors.  The newly issued options will be immediately 33 1/3% vested and will
vest  an  additional 33 1/3 % on each of the next two anniversaries of the grant
date.  The  goal  of  the program is to give employees a chance to enhance their
wealth  building  opportunities  through  their  employment  with  Level  8.    

The  reason  the  Options  Exchange Program is being structured this way, rather
than simply resetting the exercise price of existing options to the current fair
market  value  (a  "repricing"),  is  that a repricing would require a charge to
earnings  for  accounting  purposes  that could further depress the price of our
common  stock.  The  proposed  Options Exchange Program will allow us to avoid a
charge  to  earnings.                                                           

Due to the recent popularity of these programs, the U.S. Securities and Exchange
Commission  has  been examining the regulation of option exchange programs under
the  federal  securities laws.  On March 21, 2001, the SEC issued guidance about
how  these  programs  need to be communicated to employees and administered. The
Legal  and  Human  Resources  Departments  are  studying  this  guidance and are
developing  a  program  that  complies  with this guidance. Once  the program is
redesigned  in  accordance with the new guidance, the program will be rolled out
company  wide.  We  hope  to  send  out details of the program and participation
procedures  within  the  next  few  weeks.                                      

Please  note that the final terms and conditions of the Options Exchange Program
will  be  described  fully  in  the documentation that you will receive once the
details  of  the  Options Exchange Program are finalized. The documentation that
you  will  receive  may have different terms and conditions from those described
above.  Please  review  this documentation when you receive it and before making
any  decision  with respect to this program. Because we are still in the process
of  finalizing  the terms and conditions of the Options Exchange Program we will
be  unable  to  answer  any  questions until after the complete documentation is
delivered  to  you.                                                             

Thank  you  for  your  continued  hard  work  and  cooperation.                 

SC 13E4
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 SIGNATURE

     After  due  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.

Date:  April  6,  2001                                                          
LEVEL  8  SYSTEMS,  INC.                                                        

By:  /s/Dennis  McKinnie                                                        
-------------------                                                   
Senior  Vice  President,                                                        
Chief  Legal  and  Administrative  Officer  and  Corporate  Secretary           

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13E4’ Filing		Date		First		Last			Other Filings
Filed on:		4/9/01							None on these Dates
		4/6/01		3
		3/21/01		2
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