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): March 25, 1999 (March 12, 1999) Xceed 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 5. Other Events Pursuant to a Notice of Redemption issued by the Company advising holders of the Company's outstanding Redeemable Class B Warrants (the "Class B Warrants") that the Class B Warrants would be redeemed on February 22, 1999, the Company has now been advised by American Stock Transfer and Trust Co., the warrant agent, that 1,811,923 Class B Warrants were exercised by holders of the Class B Warrants prior to the redemption date. The Company received gross proceeds from the exercise of the Class B Warrants of $10,819,038. The proceeds will be used for working capital purposes and possible future acquisitions. The holders of the Class B Warrants, upon their exercise, were entitled to receive one (1) share of the Company's common stock. As a result, the Company has issued 1,811,923 shares of its common stock pursuant to the exercise of the Class B Warrants. 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. Xceed Inc. (Registrant) By: /s/ Werner Haase Werner Haase, President DATED: March 25, 1999 2 Exhibits 20(g) Notice of Redemption dated January 22, 1999 (incorporated by reference from the Company's Form 8-K filed with the Commission on January 28, 1999). 3