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): April 4, 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, 3rd 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
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
On April 4, 2000, Xceed, Inc. (the "Company") entered into an Agreement
(the "Agreement") with Peconic Fund, Inc. ("Peconic"), Leonardo, L.P.
("Leonardo") and HFTP Investment, L.L.C. ("HFTP"), a copy of which is attached
hereto as Exhibit 4.1(a) and is incorporated by reference herein in its
entirety. Peconic, Leonardo and HFTP are collectively referred to herein as the
"Investors." Pursuant to the Agreement, the Company issued to the Investors
warrants to purchase 1,350,000 shares of common stock of the Company at an
exercise price of $15.75 per share (the "Warrants"), subject to adjustment, as
set forth therein. A copy of the form of Warrant is attached hereto as Exhibit
4.1(b) and is incorporated by reference herein in its entirety. In exchange for
the Warrants, the Investors agreed to release and waive certain provisions of:
(i) that certain Registration Rights Agreement, dated as of January 13, 2000,
between the Company and the Investors (the "Registration Rights Agreement");
(ii) the Certificate of Designation, Preferences and Rights of Series A
Cumulative Convertible Preferred Stock of the Company dated as of January 13,
2000 (the "Certificate of Designation"); and (iii) that certain Subscription
Agreement, dated as of January 13, 2000, between the Company and the Investors
(the "Subscription Agreement"). Copies of the Registration Rights Agreement, the
Certificate of Designation and the Subscription Agreement were previously filed
with the Securities and Exchange Commission on Form 8-K on January 20, 2000
(File No. 000-13049).
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 Agreement
did not give rise to any change of control of the Company.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) Financial Statements. Not Applicable.
(c) Exhibits:
4.1(a) Agreement, dated April 4, 2000, by and among Xceed, Inc. (the
"Company"), Peconic Fund, Inc., Leonardo, L.P. and HFTP
Investment, L.L.C.
4.1(b) Form of Common Stock Purchase Warrant issued by Xceed, Inc. to
each of Peconic Fund, Inc., Leonardo, L.P. and HFTP Investment,
L.L.C. on April 4, 2000.
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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: April 4, 2000 /s/ Werner Haase
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Werner Haase, Chief Executive Officer
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