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): February 9, 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 of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
488 Madison Avenue, 4th 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
Effective as of February 8, 2000, Xceed Inc. ("XCEED")
acquired all of the issued and outstanding shares of capital stock of Methodfive
Inc. ("Methodfive"), a Delaware corporation engaged in the business of providing
integrated marketing and communications services, pursuant to the terms of an
Agreement and Plan of Merger, dated February 8, 2000 (the "Merger Agreement"). A
copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.
In exchange for the Xceed's acquisition of all the capital stock of
Methodfive, Xceed: (a) issued an aggregate of 1,797,094 shares of Xceed's Stock,
par value $.01 per share (the "Common Stock"); and (b) paid $4,500,000 in cash
to certain of the former stockholders of Methodfive at closing. No material
relationships between Xceed and Methodfive or any of Xceed's or Methodfive's
affiliates, directors, officers or any associate of any such directors or
officers existed prior to the occurrence or consummation of the transactions
reported herein.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Not Applicable.
ITEM 5. OTHER EVENTS
Not Applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) Financial Statements.
It is impracticable at this time for Xceed to provide the required
financial statements for Methodfive. Pursuant to General Instruction No. 6 to
Form 8-K, such financial statements will be filed as soon as available, but in
no event later than 60 days after February 23, 2000, the date by which this
Current Report on Form 8-K must and shall have been filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated February 8, 2000, by and among
Xceed Inc, Methodfive Inc., and the stockholders of Methodfive
Inc.
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: February 15, 2000 /s/ Werner Haase
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Werner Haase
Chief Executive Officer