Cicero Inc – ‘PRES14C’ for 9/25/96

As of:  Thursday, 8/29/96   ·   For:  9/25/96   ·   Accession #:  1012975-96-24   ·   File #:  33-92230

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Preliminary Proxy Information Statement — Special Meeting   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14C     Preliminary Proxy Information Statement -- Special     7±    27K 
                          Meeting                                                
 2: EX-99       Form of Proxy                                          1      7K 
 3: EX-99       Schedule 14A Information                               2±     7K 

PRES14C   —   Preliminary Proxy Information Statement — Special Meeting
Document Table of Contents

Across Data Systems, Inc.                 

382 Main Street               
Salem, New Hampshire  03079                 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS               

A special meeting of shareholders of Across Data            
Systems, Inc. (the "Corporation") will be held at the offices of                
Proskauer Rose Goetz & Mendelsohn LLP, 1585 Broadway, 26th Floor,               
New York, New York on Wednesday, September 25, 1996 at 9:00 a.m.                
local time for the following purposes:                                          

1.   to consider and act upon a proposal to amend the                     
Corporation's certificate of incorporation to change the                        
Corporation's name to Level 8 Systems, Inc., and                                

2.   to transact such other business as may come before the               
meeting or any adjournment or adjournments of the meeting.                      

The Board of Directors has fixed the close of business      
on September 10, 1996 as the record date for determining                        
shareholders entitled to notice of and to vote at the meeting.                  

A proxy and return envelope are enclosed for your           
convenience.                                                                    

               By order of the Board of Directors,

Robert R. MacDonald 
 Chairman of the Board

September 11, 1996                                                              

YOUR VOTE IS IMPORTANT                

[  Please mark, sign and date the enclosed    ]             
[  proxy card and return it promptly in the   ]             
[ enclosed, self-addressed, stamped envelope. ]             

Across Data Systems, Inc.               

382 Main Street               
Salem, New Hampshire  03079               

____________________              

This proxy statement is furnished to the shareholders       
of Across Data Systems, Inc., a New York corporation (the                       
"Corporation"), in connection with the solicitation of proxies by               
the board of directors for use at a special meeting of                          
shareholders of the Corporation to be held on September 25, 1996                
and any adjournment or adjournments of the meeting.  The mailing                
of this proxy statement will commence on or about September 11,                 
1996.                                                                           

Only shareholders of record at the close of business on     
September 10, 1996, the record date for the meeting, will be                    
entitled to notice of and to vote at the meeting.  On the record                
date, the Corporation had issued and outstanding 5,922,956 shares               
of common stock, par value $.01 per share (the "Common Stock"),                 
which are the only securities of the Corporation entitled to vote               
at the  meeting.  Each share is entitled to one vote.                           

Shareholders who execute proxies may revoke them by         
giving written notice to the secretary of the Corporation at any                
time before the proxies are voted.  Attendance at the meeting                   
will not have the effect of revoking a proxy, unless the                        
attending shareholder so notifies the secretary of the meeting in               
writing prior to voting the proxy.                                              

The board of directors does not know of any matter to       
be presented for consideration at the meeting, other than the                   
amendment to the Corporation's certificate of incorporation to                  
change the Corporation's name to Level 8 Systems, Inc.  However,                
if other matters properly come before the meeting, the persons                  
named in the accompanying proxy intend to vote in accordance with               
their judgment.                                                                 

The Corporation will bear the cost of the meeting and       
the cost of soliciting proxies, including the cost of mailing the               
proxy material.  In addition to solicitation by mail, directors,                
officers and regular employees of the Corporation (who will not                 
be specifically compensated for such services) may solicit                      
proxies by telephone or otherwise.  Arrangements will be made                   
with brokerage houses and other custodians, nominees and                        
fiduciaries to forward proxies and proxy material to their                      
principals, and the Corporation will reimburse them for their                   
expenses.                                                                       

All proxies received pursuant to this solicitation will     
be voted, except where authority to vote is specifically                        
withheld, and, where a choice is specified as to the proposal,                  
they will be voted in accordance with that specification.  If no                
instructions are given, the persons named in the proxy solicited                
by the board of directors of the Corporation intend to vote FOR                 
the amendment to the Corporation's certificate of incorporation                 
to change the Corporation's name to Level 8 Systems, Inc.  A                    
shareholder voting through a proxy who abstains with respect to                 
any matter to come before the meeting will be considered present                
and entitled to vote on that matter and is, in effect, casting a                
negative vote, but a shareholder (including a broker) who does                  
not give authority to a proxy to vote, or withholds authority to                
vote, on any such matter will not be considered present and                     
entitled to vote on the matter.                                                 

PRINCIPAL SHAREHOLDERS            

The only persons known by the board of directors to be      
the beneficial owners of more than five percent of the                          
outstanding shares of Common Stock, as of September 1, 1996 are                 
indicated below:                                                                

Amount and Nature         
      of Beneficial        Percent
Name1                     Ownership2         of Class                 

Liraz Systems Ltd.              2,911,863           49.2%                       
5 Hatzoref Street                                                               
Holon 58856                                                                     
Israel                                                                          

Liraz Export (1990) Ltd.3         962,139           16.2%                       
5 Hatzoref Street                                                               
Holon 58856                                                                     
Israel                                                                          

_____________________                                                           

1    Information regarding Liraz Systems Ltd. ("Liraz Systems")                 
and Liraz Export (1990) Ltd. ("Liraz Export" and, together with                 
Liraz Systems, "Liraz") is as of December 31, 1995 and was                      
determined according to two Schedule 13Gs filed with the                        
Securities and Exchange Commission.                                             

Mr. Kilman is party to a shareholders agreement (the        
"Shareholders Agreement") with PEC Israel Economic Corporation                  
("PEC") and Discount Investment Corporation Ltd. ("DIC"),                       
pursuant to which Mr. Kilman, PEC and DIC have agreed to act                    
together to elect directors of Liraz and for certain other                      
purposes.  The Corporation has been advised that each of PEC and                
DIC beneficially owned approximately 8.9% of the ordinary shares                
of Liraz as of December 31, 1995.  By virtue of the Shareholders                
Agreement, each party to the Shareholders Agreement may be deemed               
to own beneficially the ordinary shares of Liraz owned by the                   
other parties.  Each party to the Shareholders Agreement                        
disclaims beneficial ownership of the ordinary shares of Liraz.                 

IDB Holding Corporation Ltd. ("IDB Holding") owns           
approximately 71.48% of the outstanding shares of IDB Development               
Corporation Ltd. ("IDB Development").  IDB Development, in turn,                
owns approximately 70% of the outstanding PEC common stock and                  
approximately 55% of the outstanding DIC common stock.  By reason               
of IDB Holding's ownership of IDB Development voting securities,                
IDB Holding may be deemed the beneficial owner of the PEC common                
stock and DIC common stock held by IDB Development.  By reason of               
their positions with, and control of voting securities of, IDB                  
Holding, Messrs. Raphael Recanati, of Tel Aviv, Israel, and Jacob               
Recanati, of Haifa, Israel, who are brothers, and Leon Recanati,                
of Tel Aviv, Israel, and Judith Yovel Recanati, of Herzliya,                    
Israel, who are brother and sister, may each be deemed to share                 
the power to direct the voting and disposition of the outstanding               
shares of PEC common stock and DIC common stock owned by IDB                    
Development and may each, under existing regulations of the                     
Securities and Exchange Commission, therefore be deemed a                       
beneficial owner of these shares.  Leon Recanati and Judith Yovel               
Recanati are the nephew and niece of Raphael and Jacob Recanati.                
Companies the Recanati family controls hold approximately 52.4%                 
of the outstanding ordinary shares of IDB Holding.                              

_____________________                                                           
(Footnote continued)                                                            

2    Mr. Arie Kilman is the president and chief executive officer               
and a director of the Corporation and the chairman of the board                 
of directors of Liraz.  The Corporation has been advised that, as               
of December 31, 1995, Mr. Kilman owned 1,524,142 ordinary shares                
of Liraz, which is approximately 30% of the ordinary shares of                  
Liraz.  Mr. Kilman may, by reason of his ownership in and                       
relationship with Liraz, be deemed to share voting power and                    
dispositive power with respect to the 3,874,002 shares of Common                
Stock owned in the aggregate by Liraz and therefore may be deemed               
to be the beneficial owner of such shares.                                      

3    Liraz Export is a wholly-owned subsidiary of Liraz.                        

The Corporation has been advised that, as of December       
31, 1995, Mr. Zeev Yannai owned 854,142 ordinary shares of Liraz,               
which is approximately 16% of the ordinary shares of Liraz.                     

Messrs. Kilman and Yannai are parties to an agreement       
that grants Mr. Kilman the right to vote Mr. Yannai's shares in                 
Liraz until November 1996.  By virtue of this agreement, Mr.                    
Kilman may be deemed to own beneficially the ordinary shares of                 
Liraz owned by Mr. Yannai, but Mr. Kilman disclaims beneficial                  
ownership of those shares.                                                      

Mr. Yannai may, by reason of his ownership in Liraz, be     
deemed to share voting power and dispositive power with respect                 
to the 3,874,002 shares of Common Stock owned in the aggregate by               
Liraz and therefore may be deemed to be the beneficial owner of                 
those shares.                                                                   

Except as noted above, the Corporation believes the         
beneficial owners referred to above have sole voting and                        
investment power regarding the shares of Common Stock shown as                  
being beneficially owned by them.                                               

Beneficial Ownership of Directors and Management                                

The table below sets forth the beneficial ownership of      
the Common Stock as of September 1, 1996 (i) by each director,                  
(ii) by each executive officer and (iii) by all directors and                   
executive officers as a group.                                                  

            Amount and
           Nature of
            Beneficial
                        Ownership of     Percent
Name                 Position           Common Stock     of Class               

Arie Kilman          President, Chief             -(1)         *                
Executive Officer                     
and Director                          

Robert R. MacDonald  Chairman of the Board  135,452(2)      2.3%                

Samuel Somech        Vice President         171,704(3)      2.9%                
and Director                          

H. Jeffrey Fencer    Vice President           6,956(4)         *                

Theodore Fine        Director                91,563(5)      1.6%                

Frank J. Klein       Director                     -(6)         -                

Lenny Recanati       Director                     -(7)         -                

All directors and                           406,585(1)-(8)  6.8%                
executive officers of                                                           
the Corporation as a                                                            
group (8 persons)                                                               

_____________________                                                           

* Less than 1% of the outstanding Common Stock.                                 

(1)  Excludes an aggregate of 3,874,002 shares owned by Liraz,                  
which may be deemed beneficially owned by Mr. Kilman as a result                
of his position as president and chairman of the board of Liraz                 
and owner of approximately 30% of Liraz.  See "Principal                        
Shareholders."                                                                  

(2)  Includes 70,059 shares subject to stock options exercisable                
within 60 days; excludes 47,288 shares subject to stock options                 
not exercisable within 60 days.                                                 

(3)  Includes 25,000 shares subject to stock options exercisable                
within 60 days; excludes 152,805 shares subject to stock options                
not exercisable within 60 days.                                                 

(4)  Includes 6,697 shares subject to stock options exercisable                 
within 60 days; excludes 3,713 shares subject to stock options                  
not exercisable within 60 days.                                                 

(5)  Excludes 38,902 shares subject to stock options not                        
exercisable within 60 days.                                                     

(6)  Excludes an aggregate of 3,874,002 shares owned by Liraz,                  
which may be deemed beneficially owned by Mr. Klein as a result                 
of his position as an executive officer of PEC, which owns                      
approximately 8.9% of Liraz.  See "Principal Shareholders."                     
Excludes 500 shares owned by Mr. Klein's son, for which Mr. Klein               
disclaims beneficial ownership.                                                 

(7)  Excludes an aggregate of 3,874,002 shares owned by Liraz,                  
which may be deemed beneficially owned by Mr. Recanati as a                     
result of his position as an executive officer of DIC, which owns               
approximately 8.9% of Liraz.  See "Principal Shareholders."                     

(8)  Includes 819 shares subject to stock options exercisable                   
within 60 days.                                                                 

Except as noted above, the Corporation believes the         
beneficial owners referred to above have sole voting and                        
investment power regarding the shares of Common Stock shown as                  
being beneficially owned by them.                                               

AMENDMENT OF THE CORPORATION'S                
CERTIFICATE OF INCORPORATION                

The board of directors has determined that it is            
advisable to change the Corporation's name to Level 8 Systems,                  
Inc., and has voted to recommend that the shareholders adopt an                 
amendment to the Corporation's certificate of incorporation                     
effecting the proposed name change.                                             

The board of directors believes it is in the best           
interest of the Corporation to be identified with the                           
transactional messaging middleware and distributed object                       
technology businesses the Corporation conducts through its                      
subsidiary, Level 8 Systems, Inc. ("Level 8").  Upon amendment of               
the Corporation's certificate of incorporation, the Corporation                 
will cause Level 8 to change its name to Level 8 Technologies,                  
Inc.                                                                            

Approval of the amendment requires an affirmative vote      
of a majority of the outstanding shares of Common Stock.  Liraz                 
has indicated it intends to vote all its shares of Common Stock                 
for approval of the amendment.  Accordingly, approval of the                    
amendment is assured.                                                           

The board of directors recommends a vote FOR the            
approval of the amendment to the Corporation's certificate of                   
incorporation.                                                                  

SHAREHOLDER PROPOSALS           

Shareholders of the Corporation wishing to include          
proposals in the proxy material the annual meeting of the                       
Corporation to be held in 1997 must submit the proposals in                     
writing so that they are received at the executive offices of the               
Corporation on or before December 5, 1996.  Such proposals must                 
also meet the other requirements of the rules of the Securities                 
and Exchange Commission relating to shareholder proposals.                      

               By Order of the Board of Directors,

Robert R. MacDonald 
 Chairman of the Board

September 11, 1996                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PRES14C’ Filing		Date		Other Filings
		12/5/96
For Period End:		9/25/96		8-K,  DEF 14A
		9/11/96
		9/10/96
		9/1/96
Filed on:		8/29/96
		12/31/95
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