UNITED STATES 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 5, 2001 --------------- Worldwide Xceed Group, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-13049 13-3006788 ------------------ ----------- --------------- (State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No. 233 Broadway, New York, New York 10279 -------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 553-2000 -------------- ITEM 5. OTHER EVENTS. On January 4, 2001, the Registrant issued the press release attached as Exhibit 99.1 stating an increase in the number of outstanding shares of the Registrant's Common Stock from 26,762,518 to 42,674,300 shares and a decrease in the number of outstanding shares of the Registrant's Series A Cumulative Convertible Preferred Stock from 28,353 to 24,319 shares. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release of Registrant dated January 4, 2001. 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. Worldwide Xceed Group, Inc. Dated: January 5, 2001 By: /s/ Richard R. Dennerline -------------------------- Richard R. Dennerline Chief Legal Officer and Secretary EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 99.1 Press Release of Registrant dated January 4, 2001