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): April 26, 2001
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Worldwide Xceed Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-13049 13-3006788
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
233 Broadway, New York, New York 10279
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 553-2000
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On April 30, 2001, the Company filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division. Pursuant to the
Bankruptcy Code, the Company continues to operate its business and manage its
assets as a debtor-in-possession. Also on April 30, 2001, the Company issued
a press release announcing its Chapter 11 petition, attached hereto as
Exhibit 99.1 and hereby incorporated by reference herein.
ITEM 5. OTHER EVENTS.
Disposition of Assets.
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On April 26, 2001, the Company completed an arms length sale of all of the
assets relating to its Colorado Springs, Colorado office to Xtivia Colorado,
Inc. In exchange for these assets, the Company received a cash purchase price of
$500,000 and the buyer assumed certain liabilities.
On April 27, 2001, the Company completed the sale of all of the stock of its
Netherlands subsidiary, Pulse Interactive B.V., to Kooistra Holding B.V. In
exchange for this stock, the Company received a cash purchase price of $40,000
and the buyer assumed certain liabilities.
On April 30, 2001, the Company completed the sale of all of the assets
relating to its Chandler, Arizona office to Distributed Systems Solutions,
Inc. In exchange for these assets, the Company received a cash purchase price
of approximately $1 million and the buyer assumed certain liabilities.
Also, on April 30, 2001, the Company issued a press release related to these
transactions. A copy of the press release is filed as Exhibit 99.1, which is
hereby incorporated by reference herein.
Nasdaq Delisting.
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On April 10, 2001, the Company was notified by the Nasdaq staff that the Company
did not demonstrate compliance with the $1.00 minimum bid price requirement for
continued listing. The Company requested an oral hearing in a letter dated April
12, 2001 to appeal the Nasdaq staff's determination to delist the Company's
common stock. On April 30, 2001, the Company withdrew its request for a
hearing. The Company expects that trading in its common stock on The Nasdaq
National Market will be halted on or about May 1, 2001 and the Company's common
stock is expected to be delisted from The Nasdaq National Market no later
than May 2, 2001.
On April 30, 2001, the Company issued a press release announcing the
foregoing. A copy of the press release is filed as Exhibit 99.1, which is
hereby incorporated by reference herein.
SEC Reports.
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The Company will cease filing Form 10-K and 10-Q reports under the Securities
and Exchange Act of 1934, as amended. In lieu thereof, financial reports filed
with the Bankruptcy Court will be filed under Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated April 30, 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: April 30, 2001 By: /s/ Douglas C. Laux
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Douglas C. Laux
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release dated April 30, 2001.