Worldwide Xceed Group Inc – ‘8-K’ for 5/11/99

On:  Thursday, 6/24/99   ·   For:  5/11/99   ·   Accession #:  928385-99-2103   ·   File #:  0-13049

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     15K 
 2: EX-4        Instrument Defining the Rights of Security Holders    23     85K 

8-K   —   Current Report
Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION  
Washington, DC 20549  
____________________________  

CURRENT REPORT  
ON  
FORM 8-K  

PURSUANT TO SECTION 13 OR 15(d) 
OF THE  
SECURITIES EXCHANGE ACT OF 1934 
____________________________  

Date of Report (Date of earliest event reported): May 11, 1999  

____________________________  

(Exact name of registrant as specified in its charter)  
XCEED, INC. 
____________________________  

                                                                [Download Table]
                                                                              
           Delaware                       0-13049                13-3006788   
(State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer  
        incorporation)                                     Identification No.)

(Address of principal executive offices)  
488 Madison Avenue, 4/th/ Floor, New York, New York 10022 

Registrant's telephone number, including area code: (212) 419-1200  

____________________________  

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ITEM 1.   CHANGES IN CONTROL OF REGISTRANT                                      

Not Applicable.                                                       

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS                                  

Not Applicable.                                                       

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP                                            

Not Applicable.                                                       

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT                         

Not Applicable.                                                       

ITEM 5.   OTHER EVENTS                                                          

   Xceed, Inc. (the "Company") entered into a Securities Purchase Agreement,
dated April 30, 1999 (the "Securities Purchase Agreement"), with Theodore Deikel
(the "Initial Investor") and certain other strategic investors (the "Subsequent 
Investors") (the Initial Investor and the Subsequent Investors are collectively 
referred to as the "Investors"). Pursuant to the Securities Purchase Agreement, 
the Investors agreed to purchase: (i) shares of the Company's common stock, $.01
par value per share (the "Common Stock"); and (ii) warrants to acquire shares of
Common Stock, for an aggregate purchase price of up to $10,000,000. The Company 
plans to use the proceeds of the financing for general working capital purposes,
including the funding of its strategic growth plan.                             

On May 11, 1999 (the "Initial Closing Date"), the Company sold to the 
Initial Investor: (i) 488,281 shares of Common Stock at $10.24 per share; and   
(ii) warrants (the "Warrants") exercisable to purchase, for a period of five    
years beginning on November 7, 1999, up to an additional 976,562 shares of      
Common Stock at an exercise price of $19.01 per share. In exchange for the      
Common Stock and the Warrants issued on the Initial Closing Date, the Initial   
Investor paid the Company $5,000,000.                                           

On June 11, 1999 (the "Subsequent Closing Date"), the Company sold to 
twelve Subsequent Investors an aggregate of 488,281 shares of Common Stock at   
$10.24 per share. In exchange for the Common Stock issued on the Subsequent     
Closing Date, the Subsequent Investors paid the Company an aggregate of         
$5,000,000. The Company did not offer any warrants to the Subsequent Investors. 

Pursuant to the Securities Purchase Agreement, the Company granted the
Investors limited piggy-back and demand registration rights. The piggy-back     
registration rights allow the Investors to include their shares of Common Stock 
in a registration statement undertaken to be filed by the Company during the six
months (the "Piggy-Back Period") following the effective date of the Securities 
Purchase Agreement. The demand registration rights take effect if the           

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Company does not undertake a registration of securities during the Piggy-Back   
Period, or if the Investors are otherwise unable to include their shares of     
Common Stock in a registration statement filed during the Piggy-Back Period. The
demand registration rights permit those Investors holding an aggregate of 51% of
the Common Stock issued pursuant to the Securities Purchase Agreement, including
those shares underlying the Warrants, to demand that the Company effect a       
registration of their shares. Upon receipt of such demand from the Investors,   
the Company has 60 calendar days in which to file a registration statement.     

    The Securities Purchase Agreement also grants the Initial Investor and the
Company rights of first refusal with respect to subsequent sales of the         
securities issued thereunder. For the three years following the effective date  
of the Securities Purchase Agreement, the Initial Investor has the right, for a 
period of 30 days from the announcement of each sale by a Subsequent Investor,  
to purchase the shares of Common Stock proposed to be sold by such Subsequent   
Investor. For each subsequent sale in which the Initial Investor waives his     
right of first refusal, the Company has the right to purchase such shares.      

     The Company is making this Current Report on Form 8-K solely as a source of
information for its stockholders. The transactions resulting from the Securities
Purchase Agreement did not give rise to any change of control of the Company.   

ITEM 6.   RESIGNATION OF REGISTRANT'S DIRECTORS                                 

Not Applicable.                                                       

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS                                     

(a) and (b)    Financial Statements.                                  

Not Applicable.                                                       

(c)            Exhibits.                                              

4   Securities Purchase Agreement dated April 30, 1999, by and among
       Xceed, Inc., Theodore Deikel and certain other strategic investors.

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SIGNATURES  

  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 thereunto duly authorized.                                          

           XCEED, INC.
            (Registrant)

Date:  June 24, 1999                    /s/ Werner Haase                        
                                     -------------------------------------
                                     Werner Haase, Chief Executive Officer

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Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/7/99		2					None on these Dates
Filed on:		6/24/99		4
		6/11/99		2
For Period End:		5/11/99		1		2
		4/30/99		2		3
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