SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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CURRENT REPORT
ON
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 13, 2000
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XCEED, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-13049 13-3006788
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
488 Madison Avenue, 3rd Floor, New York, New York 10022
(Address of principal executive offices)
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
Pursuant to the terms of a Subscription Agreement, dated January 13,
2000, by and among Xceed, Inc. (the "Company"), Peconic Fund, Inc., Leonardo,
L.P. and HTFP Investment, L.L.C., the Company issued in a private offering: (i)
30,000 shares of Series A Cumulative Convertible Preferred Stock (the "Class A
Preferred Stock"), which are convertible into shares of common stock of the
Company (the "Common Stock") at a conversion price per share of not less than
$25 or greater than $36; and (ii) warrants to purchase 183,273 shares of Common
Stock at an exercise price of $50.10 per share (the "Warrants"), subject to
adjustment. The Class A Preferred Stock pays a 4% quarterly dividend and is
subject to optional and mandatory redemption and conversion provisions, as more
fully described in the Certificate of Designation, Preferences and Rights filed
with the State of Delaware on January 13, 2000, a copy of which is attached
hereto as Exhibit 3(i) and is incorporated by reference herein in its entirety.
The Warrants expire on January 13, 2005 and contain certain adjustment
provisions, as more fully described in the form of Common Stock Purchase
Warrant, a copy of which is attached hereto as Exhibit 4.1(c) and is
incorporated by reference herein in its entirety. In connection with the
offering and pursuant to the terms of the Subscription Agreement, a copy of
which is attached hereto as Exhibit 4.1(a) and is incorporated by reference
herein in its entirety, the Company granted to the investors registration rights
that require the Company, among other things, to file a registration statement
relating to the shares of Common Stock issuable upon conversion of the Class A
Preferred Stock and exercise of the Warrants by April 1, 2000. A copy of the
Registration Rights Agreement, dated January 13, 2000 by and among the Company
and the investors is attached hereto as Exhibit 4.1(b) and is incorporated by
reference herein in its entirety.
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
Subscription Agreement did not give rise to any change of control of the
Company.
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ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) Financial Statements. Not Applicable.
(c) Exhibits:
3(i) Certificate of Designation, Preferences and Rights of
Series A Cumulative Convertible Preferred Stock as
filed with the Secretary of State of Delaware on
January 13, 2000.
4.1(a) Subscription Agreement, dated January 13, 2000, by
and among Xceed, Inc., Peconic Fund, Inc., Leonardo,
L.P. and HTFP Investment, L.L.C.
4.1(b) Registration Rights Agreement, dated January 13,
2000, by and among Xceed, Inc., Peconic Fund, Inc.,
Leonardo, L.P. and HTFP Investment, L.L.C.
4.1(c) Form of Common Stock Purchase Warrant issued by
Xceed, Inc. to each of Peconic Fund, Inc., Leonardo,
L.P. and HTFP Investment, L.L.C. on January 13, 2000.
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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: January 19, 2000 /s/ Werner Haase
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Werner Haase, Chief Executive Officer
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