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Filed Pursuant to Rule 424(b)(3)
Registration File No.: 333-30860
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
6,574,842 Shares of Common Stock
The 6,574,842 shares of common stock, par value $.01 per share, to
which this prospectus relates are being offered, from time to time, on behalf of
and for the account of stockholders of Worldwide Entertainment & Sports Corp. as
identified below in the section entitled "Selling Stockholders." The shares are
comprised of:
o 4,399,842 shares of common stock which were issued in 1999
and in January 2000 to the selling stockholders in a private
placement,
o 375,000 shares underlying a warrant to purchase common stock
granted by us to a selling stockholder as consideration for
services rendered to us and as incentive compensation,
o 900,000 shares of underlying warrants to purchase common
stock and 900,000 shares of restricted common stock granted
by us to our placement agent in our 1999 private placement.
The distribution of the shares by the selling stockholders, or by
pledgees, donees, distributees, transferees or other successors in interest, may
be effected from time to time by underwriters who may be selected by the selling
stockholders and/or broker-dealers, in one or more transactions on The Nasdaq
SmallCap Market or other over-the-counter markets or, in special offerings, or
secondary distributions under the rules of the over-the-counter markets. Some of
these transactions may involve crosses and block transactions. Sales may be made
in negotiated transactions or otherwise, at market prices prevailing at the time
of sale, at prices related to the prevailing market prices or at negotiated
prices. In connection with the distributions of the shares or otherwise, the
selling stockholders may enter into hedging or option transactions with
broker-dealers and may sell shares short and deliver the shares to close out
those short positions. We have agreed to indemnify the selling stockholders,
underwriters who may be selected by the selling stockholders and some other
persons against some liabilities, including liabilities under the Securities Act
of 1933, as amended. See "Selling Stockholders" and "Plan of Distribution.
These securities involve a high degree of risk. See page 2 for "Risk
Factors."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
We have agreed to pay all expenses of registration in connection with
this offering but will not receive any of the proceeds from the sale of the
shares being offered. The selling stockholders will bear all brokerage
commissions and other similar expenses. The aggregate proceeds to the selling
stockholders from the sale of the shares will be the purchase price of the
shares sold, less the aggregate brokerage commissions and underwriters'
discounts, if any, and other expenses of issuance and distribution not borne by
us.
The common stock being offered by means of this prospectus by the
selling stockholders has not been registered for sale under the securities laws
of any state or jurisdiction as of the date of this prospectus. Brokers or
dealers effecting transactions in the common stock should confirm the
registration of the common stock under the securities law of the state in which
the transactions occur, or the existence of any exemption from registration.
The common stock is listed for trading on The Nasdaq SmallCap Market.
On May 30, 2000, the closing bid price of the common stock as reported by The
Nasdaq SmallCap Market was $1.00 per share.
The date of this prospectus is May 30, 2000
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TABLE OF CONTENTS
RISK FACTORS...................................................................2
We have always had operating losses............................................2
We are shifting a significant part of our strategy to a new business plan......3
Our common stock may be de-listed from NASDAQ. ...............................3
If we lose our NASDAQ listing, our common stock will be considered a
penny stock..................................................................3
Our business depends heavily on personal relationships.........................4
The performance of our athletes greatly influences our operating results.......4
THIS PROSPECTUS CONTAINS FORWARD LOOKING STATEMENTS............................4
OTHER CONSIDERATIONS...........................................................4
RECENT DEVELOPMENTS............................................................5
USE OF PROCEEDS................................................................7
SELLING STOCKHOLDERS...........................................................7
PLAN OF DISTRIBUTION...........................................................9
LEGAL MATTERS.................................................................10
EXPERTS.......................................................................10
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION ABOUT WORLDWIDE...................10
RISK FACTORS
Before you invest in the common stock, you should be aware that there
are various risks, including those described below. You should carefully
consider these risks as well as the more detailed information contained in this
prospectus and in the documents incorporated in this prospectus by reference,
before making a decision to invest in the common stock offered by means of this
prospectus.
WE HAVE ALWAYS HAD OPERATING LOSSES.
We have never been profitable. We incurred operating losses of
approximately $10.6 million, $4.1 million and $3.2 million for the years ended
December 31, 1999, 1998 and 1997, respectively. As of December 31, 1999, we had
an accumulated deficit of approximately $20.9 million. Our accountants included
a "going concern" opinion in their report on our December 31, 1999 financial
statements. As of March 31, 2000, we had an accumulated deficit of approximately
$24.2 million. For the three months ended March 31, 2000, Worldwide incurred an
operating loss of $3.3 million. We will continue to incur losses until one or
more of our boxers receives bout purses large enough at least to offset our
operating costs or until we generate significantly increased revenues from our
Internet, agency, marketing or memorabilia businesses. We have taken steps to
reduce operating expenses, including reducing the number of employees at
Sportcut.com. Our future operations may or may not be profitable. Our success
must be considered in light of the difficulties and risks inherent in the
creation and development of businesses which are dependent upon the athletic and
artistic performance of individuals and upon the level of popularity attained by
such
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individuals with the general public. We cannot guarantee that our boxers'
earnings will increase significantly, that we will attract a sufficient number
of additional professional athletes, or that we will be able to commercially
exploit those currently under contract, such that we will ever achieve
profitable operations.
WE ARE SHIFTING A SIGNIFICANT PART OF OUR STRATEGY TO A NEW BUSINESS PLAN.
Worldwide recently announced a new strategy of building a comprehensive
portfolio of Internet businesses related to sports and entertainment. Although
this new strategy is intended to leverage Worldwide's significant experience in
the sports and entertainment business, Worldwide has almost no operating history
with respect to the Internet. There can be no assurance that Worldwide will be
able to effectuate its business plan successfully, that revenue growth will
occur once the plan is enacted, that any of the Internet businesses will be
profitable at any time in the future or that, once they have achieved
profitability, they will be able to sustain it. Worldwide incorporated
Sportcut.com, Inc. in April 1999, its first attempt to create and manage an
interactive Internet e-commerce business. Sportcut.com launched its website in
November 1999 and has had only a limited operating history. One of Worldwide's
subsidiaries recently acquired the Houseofboxing.com website in February 2000.
Worldwide anticipates that these businesses will not achieve substantial
operating revenues until after they have developed their business and
established relationships with customers or others who will purchase the
products and services these businesses intend to provide. Worldwide expects that
these businesses will incur substantial net losses for the foreseeable future
OUR COMMON STOCK MAY BE DE-LISTED FROM NASDAQ.
The Board of Governors of the National Association of Securities
Dealers, Inc. has established standards for the initial quotation and continued
quotation of a security on NASDAQ. The maintenance requirements for continued
quotation require, among other things, a company to have a minimum bid price of
$1.00 and either $2,000,000 of net tangible assets or market capitalization of
$35,000,000 or $500,000 net revenue in its latest fiscal year or in two of its
last three fiscal years. In addition, a company must have two market makers for
its securities and have a public float of at least 500,000 shares. There can be
no assurance that Worldwide will continue to satisfy the requirements for
maintaining a NASDAQ quotation. Our stock has recently traded below $1.00 per
share for several days. In addition, recent proposals that would impose more
strict compliance standards if enacted would make it more difficult to maintain
NASDAQ quotation for Worldwide's common stock. If Worldwide's common stock were
to be excluded from NASDAQ, it would adversely affect the prices of our
securities and the ability of holders to sell them, and Worldwide would be
required to comply with the initial listing requirements to be re-listed on
NASDAQ.
IF WE LOSE OUR NASDAQ LISTING, OUR COMMON STOCK WILL BE CONSIDERED A PENNY
STOCK.
If our common stock were to become delisted from trading on the Nasdaq
SmallCap Market and our common stock trading price were below $5.00 per share,
trading in the common stock would be subject to the requirements of rules under
the Securities Exchange Act of 1934, which require additional disclosure by
broker-dealers or any trades involving a penny stock. A penny stock is generally
defined as any non-Nasdaq equity security that has a market price of less than
$5.00 per share. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
that provides information about penny stocks and the nature and level of risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its sales person in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules require in general that, prior to a
transaction in a penny stock, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. Therefore, the additional burdens imposed upon broker-dealers by
these requirements could, in the event the common stock were deemed to be a
penny stock, discourage broker-dealers from effecting transactions in the common
stock which could severely limit the market liquidity of the common stock.
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OUR BUSINESS DEPENDS HEAVILY ON PERSONAL RELATIONSHIPS.
Worldwide is highly dependent on Marc Roberts, our President and Chief
Executive Officer, Charles Koppelman, Chairman of Sportcut.com, Jordan
Schlachter, Chief Executive Officer of Sportcut.com and Gary Randall, President
of HOB.com. Although Worldwide has entered into a five-year employment agreement
with Mr. Roberts expiring January 1, 2001, and has obtained a $2,000,000 key
person life insurance policy on Mr. Roberts' life, the loss of the services of
Mr. Roberts the loss of the services of Mr. Roberts without a suitable
replacement in place would likely have a material adverse effect on our
business. Mr. Koppelman has agreed to be Chairman of Sportcut.com for a three
year term commencing in October 1999. Mr. Koppelman's experience and contacts in
the entertainment business are very valuable to the growth of Sportcut.com and
HOB.com. In addition, Jordan Schlachter, the Chief Executive Officer of
Sportcut.com is instrumental in the day-to-day operations of Sportcut.com in the
execution of its business plan, with substantial financial planning and
marketing experience based upon his background as a former NBA executive. Both
Mr. Koppelman and Mr. Schlachter are essential to the continued development of
Sportcut.com's business and to assure continuity in such business which are
essential to the ability of Sportcut.com to attract funding for its operations.
In addition, Mr. Gary Randall, the founder of HOB.com, is critical in the
continued operations and growth of HOB.com. Mr. Randall recently signed a five
year employment agreement with HOB.com.
Furthermore, a corporation cannot be a signatory as a player's
representative in either NFL or NBA player representation agreements. Therefore,
Worldwide depends upon retaining its relationships with the registered agent it
employs to sustain our relationships with the team-sports athletes. The
employment agreements Worldwide has with each of its current and former
registered player agents provide for a sharing of agency fees in the event of a
termination of the agent's employment. The loss of the services of any of these
registered player agents may hamper our business efforts in a given sport. For
example, our effectiveness in professional basketball was reduced when our NBA
player's agent's employment ended.
THE PERFORMANCE OF OUR ATHLETES GREATLY INFLUENCES OUR OPERATING RESULTS.
Because a high percentage of our revenues come from a specified
percentage of the income generated by our clients and events, both the amount of
our revenues and the likelihood that we will continue to receive revenues
depends upon the professional success of athletes, and the continued popularity
of professional sports. Our potential clients' income levels, both boxers and
team sport athletes, and therefore our revenues, can be subject to wide
fluctuations, in most cases due to circumstances beyond our control.
THIS PROSPECTUS CONTAINS FORWARD LOOKING STATEMENTS
Some of the statements in this prospectus constitute forward-looking
statements. These statements involve known and unknown risks, uncertainties and
other factors that may cause our or our industry's results, levels of activity,
performance or achievements to be significantly different from any future
results, levels of activity, performance or achievements expressed or implied by
the forward-looking statements. These factors include, among others, those
listed under "Risk Factors" and elsewhere in this prospectus. In some cases, you
can identify forward-looking statements by the use of the words "may," "will,"
"should," "expects," "plans," "intends," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of those terms or other
comparable terminology.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, events, levels of
activity, performance or achievements. We do not assume responsibility for the
accuracy and completeness of the forward-looking statements. We do not intend to
update any of the forward-looking statements after the date of this prospectus
to conform them to actual results.
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OTHER CONSIDERATIONS
COMPETITION
Worldwide's various sports agency businesses each face significant
competition in obtaining and maintaining management relationships with athletes.
While the sports agency market is comprised of numerous registered agents and
business managers, the industry is dominated by a small number of agencies which
manage the more successful and marketable athletes. A great many of these
agencies have significantly greater financial and personnel resources and
recognition in the industry than we have. There can be no assurance that
Worldwide will be able to compete effectively in these markets. Since our
October 1996 initial public offering, additional companies, for example SFX
Entertainment, Inc., have become public companies and have contributed to a
consolidation of sports management and marketing agencies. In addition, our
clients face intense competition in achieving success and recognition in their
respective sports. There can be no assurance that any of our clients will
achieve or sustain success or realize the financial rewards thereof. Likewise,
our Internet business operates in an environment that is extremely volatile and
fast paced. Some of our Internet competitors will be more highly financed and
better placed to take advantage of such a climate. There can be no assurance of
the commercial success of our proposed Internet business or, if successful, our
ability to maintain it or protect it from competition.
VOLATILITY OF OUR STOCK PRICE.
The average daily trading volume of the common stock has generally been
low, which Worldwide believes has had a significant effect on the historical
market price of the common stock which has fluctuated between $4.44 and $0.81
per share since January 1, 1999. As a result, the market price has been highly
volatile and may not be indicative of the market price in a more liquid market.
The market price of the common stock could be subject to significant
fluctuations in response to a number of factors, including the depth and
liquidity of the market for the common stock, investor perception of Worldwide
and general economic and other conditions, that may or may not relate to
Worldwide's performance.
CONCENTRATION OF OWNERSHIP.
Our executive officers and directors beneficially own approximately
27.5% of our outstanding common stock. Consequently, our executive officers and
directors will have substantial influence on the outcome of any matters
submitted to our stockholders for approval, including the election of directors.
DIVIDENDS.
We have not paid dividends on the common stock since its inception. We
intend to reinvest any earnings in its business to finance future growth.
Accordingly, the board of directors does not anticipate declaring any cash
dividends in the foreseeable future. In addition, under the terms of our
financing facility, we are prohibited from paying cash dividends.
POSSIBLE FUTURE DILUTION.
Holders of our outstanding options and warrants may be able to
purchase shares of common stock at prices substantially below the then-current
market price of our common stock with a resultant dilution in the interests of
the existing stockholders. In addition, the exercise of outstanding derivative
securities and the subsequent public sales of common stock by holders of these
securities under this prospectus or another registration statement effected at
their demand, under Rule 144 or otherwise, could hurt the market for and price
of our securities.
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NEED FOR ADDITIONAL CAPITAL.
Worldwide's capital requirements have been and will continue to be
significant. Worldwide has been dependent primarily on sales of equity
securities to supplement revenues from operations in order to fund its capital
requirements to date. Although we have recently raised approximately $1.1
million in a private placement, we may be required to seek additional equity or
debt financing to fund the costs of our operations.
RECENT DEVELOPMENTS
POSSIBLE MANAGEMENT CHANGES
Our board of directors has been engaged in a search for a new chief
executive officer and other high-level management positions. On May 3, 2000, the
board authorized Marc Roberts to take actions to consummate employment
agreements with Robert Gutkowski, the former president of Madison Square Garden
Network, and two others. Potential purchasers of Worldwide's securities are
encouraged to review news reports and press releases for further information
about developments that may occur following the date of this prospectus and to
obtain any filings we may make with the SEC subsequent to the date of this
prospectus.
PRIVATE PLACEMENT
In May 2000, Worldwide issued 1,146,003 shares of its common stock and
warrants to purchase the same number of shares in a private placement and
received gross proceeds of $1,122,500. Worldwide and its placement agent,
Janssen Partners, Inc., are continuing to raise additional funds through the
sale of additional securities of Worldwide.
EXECUTIVE COMPENSATION
On April 4, 2000, Worldwide's board approved a grant to Charles
Koppelman of 1,000,000 restricted shares of common stock and a five-year warrant
to acquire 125,000 shares of common stock of Worldwide at an exercise price of
$1.66.
The board also granted five-year options to acquire shares of common
stock of Worldwide at an exercise price of $1.66 to the following directors and
executive officers:
Marc Roberts 300,000 shares
Harvey Silverman 300,000 shares
Herbert Kozlov 200,000 shares
Allan Cohen 200,000 shares
Roy Roberts 200,000 shares
In addition, the Board also granted a five-year option to Keith Hutt to
acquire 100,000 shares of common stock of Worldwide at an exercise price of
$1.66 per share.
USE OF PROCEEDS
The shares of common stock being offered by means of this prospectus
are for the account of the selling stockholders. Accordingly, Worldwide will not
receive any of the proceeds from the sale of the shares by the selling
stockholders. See "Selling Stockholders." However, to the extent that the shares
being offered by this prospectus consist of warrants or options, Worldwide will
receive the exercise price of the warrants or options. Any proceeds
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received from the exercise of warrants or options will be used for general
corporate purposes, including working capital.
SELLING STOCKHOLDERS
The table below sets forth information as of the date of this
prospectus, concerning the beneficial ownership of our common stock by each
selling stockholder. The table assumes that all of the shares being offered will
be sold. Because the selling security holders may sell all, some or none of the
shares that he, she or it holds, the actual number of shares held by the selling
security holder before or after this offering may vary. In addition, the number
of shares of common stock that may actually be sold by the selling stockholders
will be determined by the selling stockholders, and may depend upon a number of
factors, including, among other things, the market price of our common stock.
All information concerning beneficial ownership has been furnished by the
selling stockholders or by American Stock Transfer & Trust Company, Worldwide's
transfer agent.
<TABLE>
<CAPTION>
SHARES OF COMMON SHARES OF COMMON SHARES OF COMMON
STOCK OWNED STOCK OFFERED STOCK OWNED
BEFORE OFFERING IN THE OFFERING AFTER OFFERING
--------------- --------------- --------------
NAME OF STOCKHOLDERS NUMBER NUMBER NUMBER PERCENT
-------------------- ------ ------ ------ -------
<S> <C> <C> <C> <C>
Jim Agate 39,310 39,310 0 *
Arbor Investments Associates LLC 39,310 39,310 0 *
Bob Bauers 39,310 39,310 0 *
Dave Burr 78,741 78,741 0 *
CBV Partners 39,310 39,310 0 *
Gary Duncan 78,741 78,741 0 *
Lang Elliott 39,310 39,310 0 *
Bob Garvy 39,310 39,310 0 *
Peter Janssen 196,848 196,848 0 *
Jeffrey Joseph 78,741 78,741 0 *
Stanley Katz 78,741 78,741 0 *
Bruce MacNaughton 39,310 39,310 0 *
Robert Maxon 78,741 78,741 0 *
Mark Reed 73,557 73,557 0 *
Article Ninth Trust 196,848 196,848 0 *
Steven Wax 78,741 78,741 0 *
Todd Wyett 19,685 19,685 0 *
D.H. Blair Investment Banking Corp 78,740 78,740 0 *
Anthony Gentile 39,370 39,370 0 *
James Gierczyk 78,740 78,740 0 *
Richard Haughwout 59,055 59,055 0 *
Douglas Mahler 39,370 39,370 0 *
Olimpia Maronak 19,685 19,685 0 *
Connie Maniatty 78,740 78,740 0 *
Denis Nayden 470,823 186,567 0 *
Dalewood Associates LP 39,370 39,370 0 *
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF COMMON SHARES OF COMMON SHARES OF COMMON
STOCK OWNED STOCK OFFERED STOCK OWNED
BEFORE OFFERING IN THE OFFERING AFTER OFFERING
--------------- --------------- --------------
NAME OF STOCKHOLDERS NUMBER NUMBER NUMBER PERCENT
-------------------- ------ ------ ------ -------
<S> <C> <C> <C> <C>
David Platt 78,740 78,740 0 *
Oscar Investment Fund, LP 314,960 314,960 0 *
John Tortorella 39,370 39,370 0 *
William Walters IRA 39,370 39,370 0 *
Ralph Webber 78,740 78,740 0 *
John Friede 136,986 136,986 0 *
David Gerstenhaber 684,932 684,932 0 *
Argonaut Oscar Investment Fund, LP 20,377 20,377 0 *
Quota Rabbico II, Ltd. 438,973 438,973 0 *
Argonaut Partnership LP 122,842 122,842 0 *
Harpel Partners, LP 89,863 89,863 0 *
Harpel Select Growth 20,000 20,000 0 *
Harpel Family Partnership 18,630 18,630 0 *
Harpel International 8,493 8,493 0 *
Loretta Hirschfield 68,493 68,493 0 *
George Jordan 17,123 17,123 0 *
Burton Koffman 68,493 68,493 0 *
Gaines Berland 102,740 102,740 0 *
Jack Silver 342,466 342,466 0 *
Thomas Esterquest 60,606 60,606 0 *
Patrick Shay 15,152 15,152 0 *
William G. Walters 75,758 75,758 0 *
Charles Koppelman 1,925,000 375,000 1,550,000 7.74%
Janssen Partners, Inc. 859,000 859,000 0 *
Robert H. Cohen 5,000 5,000 0 *
Julia Venturino 20,000 20,000 0 *
Steven B. Nelson 5,000 5,000 0 *
Michael P. Benvenuto 10,000 10,000 0 *
Barrie Goldstein 1,000 1,000 0 *
</TABLE>
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*Less than 1%.
Charles A. Koppelman has been a director of Worldwide since June 1999 and
chairman of the board of Sportcut.com, Inc., Worldwide's subsidiary. Janssen
Partners, Inc. served as private placement agent for Worldwide's 1999 private
placement. Peter Janssen is a principal of Janssen Partners, Inc. Janssen
Partners, Inc. requested that a portion of the warrants it was to receive in
connection with its compensation for the private placement be issued to each of
Robert H. Cohen, Julia Venturino, Steven B. Nelson, Michael P. Benvenuto and
Barrie Goldstein.
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PLAN OF DISTRIBUTION
The selling stockholders or their pledgees, donees, distributees,
transferees or other successors in interest may sell their shares from time to
time. Sales may be effected from time to time by underwriters who may be
selected by the selling stockholders and/or broker-dealers, in one or more
transactions on The Nasdaq SmallCap Market or other over-the-counter markets or,
in special offerings, or secondary distributions under the rules of the
over-the-counter markets. Some of these transactions may involve crosses and
block transactions. Sales may be made in negotiated transactions or otherwise,
at market prices prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices. In addition, any shares
covered by this prospectus that qualify for sale under Section 4(1) of the
Securities Act of 1933 or SEC Rule 144 may be sold under those provisions rather
than by means of this prospectus. Among other ways, the shares may be sold in
one or more of the following types of transactions:
o a block trade in which a broker-dealer attempts to sell the
shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal;
o an exchange distribution in accordance with the rules of the
specific exchange;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and
o face-to-face transactions between sellers and purchasers
without a broker-dealer.
In effecting sales, brokers or dealers engaged by the selling stockholder may
arrange for other brokers or dealers to participate in the resales.
In connection with distributions of the shares or otherwise, the
selling stockholders may enter into hedging transactions. In connection with
hedging transactions, participants may engage in short sales of the shares
registered hereunder in the course of hedging the positions they assume with the
selling stockholders. The selling stockholders may also sell shares short and
deliver the shares to close out their short positions. The selling stockholders
may also enter into option or other transactions. The selling stockholders may
also pledge the shares registered in connection with this prospectus to a broker
or dealer and upon a default, the pledgor may effect sales of the pledged shares
by using this prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholder in amounts to be
negotiated in connection with the sale. These brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with sales. Any commission,
discount or concession may be deemed to be underwriting discounts or commissions
under the Securities Act of 1933.
Information as to whether underwriters who may be selected by the
selling stockholders, or any other broker-dealer, is acting as principal or
agent for the selling stockholder, the compensation to be received by
underwriters who may be selected by the selling stockholders, or any
broker-dealer, acting as principal or agent for the selling stockholders and the
compensation to be received by other broker-dealers, in the event the
compensation of other broker-dealers is in excess of usual and customary
commissions, will, to the extent required, be set forth in a supplement to this
prospectus. Any dealer or broker participating in any distribution of the shares
may be required to deliver a copy of this prospectus, including the prospectus
supplement, if any, to any person who purchases any of the shares from or
through that dealer or broker.
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Worldwide has advised the selling stockholders that during any time as
it may be engaged in a distribution of the shares included in this prospectus,
they are required to comply with Regulation M under the Securities Exchange Act
of 1934. In general, Regulation M precludes the selling shareholders, any
affiliated purchasers and any broker-dealer or other person who participates in
the distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase, any security that is the subject of the
distribution until the entire distribution is complete. A "distribution" is
defined in the rules as an offering of securities that is distinguished from
ordinary trading activities and depends on the "magnitude of the offering and
the presence of special selling efforts and selling methods." Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security.
Worldwide anticipates that the selling stockholders will offer all of
their shares for sale. Further, because it is possible that a significant number
of shares could be sold at the same time hereunder, any sales, or the
possibility thereof, may depress the market price of the common stock.
LEGAL MATTERS
Some legal matters in connection with the securities being offered in
this prospectus will be passed upon for Worldwide by Parker Duryee Rosoff &
Haft, New York, New York 10017. Herbert F. Kozlov, a member of that law firm, is
the secretary and a director of Worldwide.
EXPERTS
The consolidated financial statements of Worldwide and its subsidiaries
included in Worldwide's annual report on Form 10-KSB for the year ended December
31, 1998 incorporated in this prospectus by reference have been audited by
Friedman Alpren & Green. These statements are incorporated in this prospectus by
reference in reliance upon the report of that firm given upon the authority of
members of that firm as experts in accounting and auditing.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION ABOUT WORLDWIDE
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission ("SEC"). You may
read and copy any of the information on file with the SEC at the SEC's public
reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois.
Copies of the filed documents can be obtained by mail from the Public Reference
Section of the SEC at Room 1024, 450 Fifth Street, N.W. Washington, D.C. 20549
at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Filed documents are also available to
the public at the SEC's Web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until all of the shares offered are sold:
(a) Our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999; and
(b) Our Quarterly Report on Form 10-QSB, filed on May 15, 2000.
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Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference reference in this prospectus
modifies or supersedes that statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
You can request, and we will send to you, without charge, copies of
documents that are incorporated by reference in this prospectus but which
are not delivered to you (other than exhibits to documents which are not
specifically incorporated by reference). You may request these copies by
writing or telephoning Marc Roberts, President, Worldwide Entertainment
Sports Corp., 29 Northfield Avenue, West Orange, New Jersey 07052; telephone
number (973) 325-3244.
You should rely on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information.
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