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Worldwide Xceed Group Inc – ‘8-K’ for 1/14/98

As of:  Friday, 1/29/99   ·   For:  1/14/98   ·   Accession #:  1012118-99-18   ·   File #:  0-13049   ·   Correction:  This Filing was Corrected by the SEC on 2/4/99. ®

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/29/99  Worldwide Xceed Group Inc         8-K®:5      1/14/98    4:13K                                    McLaughlin & Ste… LLP/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     13K 
 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      6K 
 4: EX-20       (G) Notice of Redemption Dated January 22, 1999        3     12K 

8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
11st Page   -   Filing Submission
"Xceed Inc
2Item 5. Other Events
8-K1st Page of 3TOCTopPreviousNextBottomJust 1st

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 2
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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 3

Dates Referenced Herein

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
2/21/992None on these Dates
Corrected on:2/4/99
Filed on:1/29/99
For Period End:1/14/98
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Filing Submission 0001012118-99-000018   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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