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): May 11, 1999
____________________________
(Exact name of registrant as specified in its charter)
XCEED, INC.
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Delaware 0-13049 13-3006788
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
(Address of principal executive offices)
488 Madison Avenue, 4/th/ Floor, New York, New York 10022
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
Xceed, Inc. (the "Company") entered into a Securities Purchase Agreement,
dated April 30, 1999 (the "Securities Purchase Agreement"), with Theodore Deikel
(the "Initial Investor") and certain other strategic investors (the "Subsequent
Investors") (the Initial Investor and the Subsequent Investors are collectively
referred to as the "Investors"). Pursuant to the Securities Purchase Agreement,
the Investors agreed to purchase: (i) shares of the Company's common stock, $.01
par value per share (the "Common Stock"); and (ii) warrants to acquire shares of
Common Stock, for an aggregate purchase price of up to $10,000,000. The Company
plans to use the proceeds of the financing for general working capital purposes,
including the funding of its strategic growth plan.
On May 11, 1999 (the "Initial Closing Date"), the Company sold to the
Initial Investor: (i) 488,281 shares of Common Stock at $10.24 per share; and
(ii) warrants (the "Warrants") exercisable to purchase, for a period of five
years beginning on November 7, 1999, up to an additional 976,562 shares of
Common Stock at an exercise price of $19.01 per share. In exchange for the
Common Stock and the Warrants issued on the Initial Closing Date, the Initial
Investor paid the Company $5,000,000.
On June 11, 1999 (the "Subsequent Closing Date"), the Company sold to
twelve Subsequent Investors an aggregate of 488,281 shares of Common Stock at
$10.24 per share. In exchange for the Common Stock issued on the Subsequent
Closing Date, the Subsequent Investors paid the Company an aggregate of
$5,000,000. The Company did not offer any warrants to the Subsequent Investors.
Pursuant to the Securities Purchase Agreement, the Company granted the
Investors limited piggy-back and demand registration rights. The piggy-back
registration rights allow the Investors to include their shares of Common Stock
in a registration statement undertaken to be filed by the Company during the six
months (the "Piggy-Back Period") following the effective date of the Securities
Purchase Agreement. The demand registration rights take effect if the
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Company does not undertake a registration of securities during the Piggy-Back
Period, or if the Investors are otherwise unable to include their shares of
Common Stock in a registration statement filed during the Piggy-Back Period. The
demand registration rights permit those Investors holding an aggregate of 51% of
the Common Stock issued pursuant to the Securities Purchase Agreement, including
those shares underlying the Warrants, to demand that the Company effect a
registration of their shares. Upon receipt of such demand from the Investors,
the Company has 60 calendar days in which to file a registration statement.
The Securities Purchase Agreement also grants the Initial Investor and the
Company rights of first refusal with respect to subsequent sales of the
securities issued thereunder. For the three years following the effective date
of the Securities Purchase Agreement, the Initial Investor has the right, for a
period of 30 days from the announcement of each sale by a Subsequent Investor,
to purchase the shares of Common Stock proposed to be sold by such Subsequent
Investor. For each subsequent sale in which the Initial Investor waives his
right of first refusal, the Company has the right to purchase such shares.
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 Securities
Purchase Agreement did not give rise to any change of control of the Company.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) Financial Statements.
Not Applicable.
(c) Exhibits.
4 Securities Purchase Agreement dated April 30, 1999, by and among
Xceed, Inc., Theodore Deikel and certain other strategic investors.
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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: June 24, 1999 /s/ Werner Haase
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Werner Haase, Chief Executive Officer
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