SC 13G 1 0001.txt UNITED STATES 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) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) THE A CONSULTING TEAM, INC. ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE ------------------------------------------------------------------------------- (Title of Class of Securities) 000881 10 2 ------------------------------------------------------------------------------- (CUSIP Number) SEPTEMBER 29, 2000 ------------------------------------------------------------------------------- (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 the disclosures provided in a prior cover page. The information required in 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 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). Schedule 13G --------------------- ----------------- CUSIP No. 000881-10-2 Page 2 of 4 Pages --------------------- ----------------- 1 NAME OF REPORTING PERSON Level 8 Systems, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 11-2920559 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) /_/ -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 500,000 shares as of the date hereof (1,000,000 BENEFICIALLY shares after November 28, 2000). See Item 6 below. OWNED BY ------------------------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING -0- PERSON ------------------------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER 500,000 shares as of the date hereof (1,000,000 shares after November 28, 2000). See Item 6 below. ------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER -0- -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 shares as of the date hereof (1,000,000 shares after November 28, 2000). See Item 6 below. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /_/ -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.0% as of the date hereof (13.1% after November 28, 2000). See Item 6 below. -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- Schedule 13G --------------------- ----------------- CUSIP No. 000881-10-2 Page 3 of 4 Pages --------------------- ----------------- ITEM 1(A). NAME OF ISSUER: The A Consulting Team, Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 200 Park Avenue South New York, New York 10003 ITEM 2(A). NAME OF PERSONS FILING: Level 8 Systems, Inc. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 8000 Regency Parkway Cary, North Carolina 27511 ITEM 2(C). CITIZENSHIP: Delaware Corporation ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value per share ITEM 2(E). CUSIP NUMBER: 000881 10 2 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: Not applicable ITEM 4. OWNERSHIP: (a) Amount beneficially owned: 500,000 shares as of the date hereof (1,000,000 shares after November 28, 2000). See Item 6 Below. (b) Percent of class: 7.0% as of the date hereof (13.1% after November 28, 2000). See Item 6 below. (c) Number of shares as to which such person has (i) sole power to vote or direct the vote: 500,000 shares as of the date hereof (1,000,000 shares after November 28, 2000). See Item 6 below. (ii) shared power to vote or direct the vote: (iii) sole power to dispose or to direct the disposition of: 500,000 shares as of the date hereof (1,000,000 shares after November 28,2000). See Item 6 below. Schedule 13G --------------------- ----------------- CUSIP No. 000881-10-2 Page 4 of 4 Pages --------------------- ----------------- (iv) shared power to dispose or direct the disposition of: ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: *On September 29, 2000 The A Consulting Team, Inc. ("TACT") issued and sold to Level 8 Systems, Inc. 500,000 shares of TACT common stock and a warrant to purchase an additional 500,000 shares at an exercise price of $13.00 per share. The sales price was $4,000,000 and the warrant is exerciseable at any time after January 27, 2001. PURSUANT TO RULE 13d-3(d)(1)(i) OF THE RULES AND REGULATIONS UNDER THE SECURITIES EXHCHANGE ACT OF 1934, LEVEL 8 WOULD BE DEEMED TO BENEFICIALY OWN THE 500,000 SHARES ISSUABLE UPON EXERCISE OF THE WARRANT AFTER NOVEMBER 28, 2000. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF THE MEMBERS OF THE GROUP: Not applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable ITEM 10. CERTIFICATION: By signing below I certify that, to the best of my 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. SIGNATURE 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. Date: October 9, 2000 LEVEL 8 SYSTEMS, INC. By:/s/ Dennis McKinnie --------------------------------------------- Dennis McKinnie Senior Vice President, Chief Legal and Administrative Officer and Corporate Secretary Schedule 13G