Worldwide Xceed Group Inc · 8-K · For 1/14/98

Filed On 1/29/99   ·   SEC File 0-13049   ·   Accession Number 1012118-99-18

This Filing was Corrected by the SEC on 2/4/99.

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     14K 
 3: EX-2        (J) Cert. of Merger of Reset, Inc. Into Xceed Inc.     2      6K 
 2: EX-2        (K) Cert. of Merger of Mercury Seven Into X-Ceed       2      7K 
 4: EX-20       (G) Notice of Redemption Dated January 22, 1999        3     13K 

8-K   —   Current Report
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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):
January 28, 1999    (January 14, 1999)          

Xceed Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-13049                                       13-3006788          
(Commission File Number)                    (I.R.S. Employer Identification No.)

488 Madison Avenue, New York, New York 10022
 (Address and zip code of principal executive offices)

212-753-5511
 (Registrant's telephone Number)

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ITEM 5.  Other Events                                                           

         1. On January 14, 1999, the Company's  wholly owned  subsidiary  Reset,
Inc. was merged into the Company, and accordingly, Reset, Inc. now operates as a
division of Xceed Inc.  under the name  "Reset."  Also on January 14, 1999,  the
Company's  wholly  owned  subsidiary  Mercury  Seven,  Inc.  was merged into the
Company, and accordingly,  Mercury Seven, Inc. now operates as a division of the
Company under the name "Mercury  Seven."  Additionally  on January 14, 1999, the
Company changed its name from "X-ceed, Inc." to "Xceed Inc."                    

     2. On January 21, 1999, the Company's board of directors  unanimously voted
to redeem the Company's  outstanding  Redeemable  Class B Warrants (the "Class B
Warrants").  Pursuant to the terms of the warrant  agreement  dated  October 31,
1988 (the "Warrant Agreement"),  the Company has the right to redeem the Class B
Warrants if the  average  closing bid price of the  Company's  common  stock for
twenty (20) consecutive  business days ending within fifteen (15) days of giving
the Notice of Redemption  exceeded $9.00 a share.  The average closing bid price
of the Company's common stock between December 23, 1998 and January 21, 1999 (20
business days) exceeded $9.00 a share. The Company issued a Notice of Redemption
on January  22,  1999 which was  transmitted  to the  Company's  warrant  agent,
American  Stock  Transfer & Trust Co.,  for  mailing to holders of record of the
Class B Warrants  and  broker-dealers  holding  the Class B  Warrants  for their
customers.  Under  the  terms of the  Warrant  Agreement,  if  holders  elect to
exercise their Class B Warrants, the last day for exercise is February 20, 1999.
Holders  of Class B Warrants  who elect to redeem  their  Class B Warrants  have
until the close of  business,  5:00 P.M.  (New York time),  February 21, 1999 to
surrender their  certificates  for redemption and receive a redemption  price of
$.40 for each Class B Warrant  redeemed.  As of January 19, 1999,  the Company's
transfer agent reported that there were 1,883,758 Class B Warrants outstanding. 

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 hereunto duly authorized.                                           

        Xceed Inc.
          (Registrant)

                  By: /s/ Werner Haase
                              Werner Haase,  President

DATED:  January 28, 1999                                                        

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Exhibits                                                                        

2(i)     Certificate of Merger of Mercury Seven, Inc. into X-ceed, Inc. and     
Name Change*                                                  
2(j)     Certificate of Merger of Reset, Inc. into Xceed Inc.*                  
20(g)    Notice of Redemption dated January 22, 1999*                           

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

*  Filed herewith                                             

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
For The Period Ended		1/14/98
		12/23/98		2
		1/14/99		1		2
		1/19/99		2
		1/21/99		2
		1/22/99		2		3
		1/28/99		1		2
Filed On / Filed As Of		1/29/99
Corrected On		2/4/99
		2/20/99		2
		2/21/99		2
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