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): February 20, 1998
X-ceed, Inc. (formerly Water-Jel Technologies, Inc.)
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-13049 13-3006788
(Commission File Number) (I.R.S. Employer Identification No.)
488 Madison Avenue, New York, New York 10022
(Address and zip code of principal executive offices)
212-753-5511
(Registrant's telephone Number)
ITEM 2. Acquisition or Disposition of Assets
On February 20, 1998, at the Annual Meeting of Shareholders for the
fiscal year ended August 31, 1997, the Shareholders of Water-Jel Technologies,
Inc. ("Water-Jel") approved by a two-thirds majority vote the merger of
Water-Jel into a wholly owned subsidiary, X-ceed, Inc. ("X-ceed"), a Delaware
corporation. The purpose of the merger was to change the state of incorporation
from New York to Delaware:
X-ceed, as the surviving corporation, has authorized capital of
30,000,000 shares of Common Stock, par value $.01 per share and 1,000,000 shares
of "blank check" Preferred Stock, $.05 par value per share.
Prior to the merger Water-Jel had an authorized capital consisting of
12,500,000 shares of Common Stock, $.05 par value per share and 125,000 shares
of Preferred Stock, $.08 par value per share with no designation as to voting
rights or preferences. As of the date of the merger, there were 7,043,180 Shares
of Common Stock outstanding and no Preferred Shares outstanding. Approximately
5,041,538 shares had been reserved by Water-Jel for issuance upon the exercise
of options granted under various Stock Option Plans for officers and employees
and granted under various option and warrant agreements and in connection with
Water-Jel's original public offering in 1988.
Under the terms of the merger each outstanding share of Water-Jel is
automatically changed into one share of X-ceed and all outstanding options and
warrants will be exercisable into shares of X-ceed on the same terms and
conditions as previously existed. X-ceed Common Stock and its Class A Warrants
will trade on the Nasdaq SmallCap Market under the same symbols as it previously
traded, "XCED" and "XCEDZ," respectively. The Class B Warrants, infrequently
traded on the Bulletin Board, also retain the same symbol, "XCEDW."
The merger is treated as a pooling of interests and as such X-ceed as
the surviving corporation has acquired all of Water-Jel's assets and assumes all
of Water-Jel's liabilities.
Stockholders also approved by the required majority the appointment of
Directors of Water-Jel who will now serve as Directors of X-ceed for a term of
one year. Mr. Werner Haase was appointed Chairman of the Board and Messrs.
Norman Doctoroff and John Bermingham were approved as Directors. Messrs.
Doctoroff and Birmingham are outside directors and were appointed to serve as
X-ceed's audit committee by the Directors at a Special Meeting of Directors held
after the annual meeting. The senior officers of Water-Jel will continue to
serve as senior officers of X-ceed.
ITEM 5. Other Matters
The Shareholders also approved by the requisite majority the adoption
by Water-Jel of the 1998 Stock Option Plan, which provides that the Company may
grant to its officers, key employees and others who render services for the
Company up to 2,000,000 share of Common Stock at a price which may not be less
than the fair market value per share in the case of incentive stock options or
85% of fair market value in the case of non-qualified options for such stock on
the day of the granting of the options. As a result of the merger, all options
granted under the 1998 Stock Option Plan will be exercisable into shares of
X-ceed.
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Share holders also ratified by the requisite majority the appointment
of Holtz Rubenstein & Co. LLP ("Holtz") to serve as the independent accountants
to audit the financial Statements of X-ceed for the fiscal year ended August 31,
1998. Holtz has served as the Company's auditors for fiscal years ending 1995
through 1997.
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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 hereunto duly authorized.
X-ceed, Inc.
(Registrant)
By: s/ Werner Haase
Werner Haase, President
DATED: February 27, 1998
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Financial Statements and Exhibits
2(b) Certificate of Merger *
2(c) Merger Agreement *
3(a) Articles of Incorporation (Water-Jel) Previous
Amendments (3) (6) (7) (1)
3(b) By-Laws of Water-Jel (1)
3(c) Certificate of Incorporation of X-ceed, Inc. *
4(a) 1998 Stock Option Plan (2)
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* Filed herewith
(1) Incorporated by reference with Water-Jel's Registration Statement
on Form S-18, File No. 2-90512-NY, initially filed with the Commission on April
12, 1984.
(2) Incorporated by reference from Water-Jel's Notice of Annual Meeting
and Proxy Statement filed with the Commission on January 8, 1998.
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