SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ____________________________ CURRENT REPORT ON FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ____________________________ Date of Report (Date of earliest event reported): September 21, 2000 ____________________________ XCEED INC. (Exact name of registrant as specified in its charter) ____________________________ Delaware 0-13049 13-3006788 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 233 Broadway, New York, New York 10279 (Address of principal executive offices) Registrant's telephone number, including area code: (212) 553-3112 ____________________________ 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 On September 18, 2000, Xceed Inc. (the "Company") announced implementation of a detailed restructuring plan adopted by its board of directors in August, 2000 to streamline the Company's operations. In connection therewith, the Company has accepted the resignation of or terminated six executives, who joined the Company in connection with various acquisitions the Company consummated over the last two years, and approximately 75 employees located in the Company's various offices across the United States . In addition to the foregoing, the Company's Chief Financial Officer, John Gandolfo, has informed the Company he will resign from the Company effective September 29, 2000, in order to pursue another career opportunity in an unrelated industry. The Company is making this Current Report on Form 8-K solely as a source of information for its stockholders. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not Applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) and (b) Financial Statements. Not Applicable. (c) Exhibits. None 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) /s/ Howard A. Tullman Date: September 21, 2000 --------------------------------------- Howard A. Tullman, Chief Executive Officer