<PAGE> 1
================================================================================
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):
December 30, 1999
VILLAGEWORLD.COM, INC.
(Exact name of registrant as specified in its charter)
New York 0-28058 11-3137508
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
620 Johnson Avenue
Bohemia, New York 11716
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(631) 218-0700
<PAGE> 2
VILLAGEWORLD.COM, INC.
INDEX TO FORM 8-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
JANUARY 12, 2000
ITEMS IN FORM 8-K
Page
----
Facing page
Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 5
Signatures
Exhibit Index
2
<PAGE> 3
Item 5. Other Events.
1. On December 29, 1999, the Company issued and sold 15,800 shares of
its Class C 6% Cumulative Convertible Preferred Stock, par value $.001 per share
(the "Class C Shares"), to accredited investors at a price of $100 per share.
The holders of the Class C Shares are entitled to receive dividends at a rate
of $6.00 per share per annum, to be paid in cash or in the Company's Common
Stock, at the Company's election, payable only when the Class C Shares are
converted or redeemed. At the holder's election, each Class C Share is
convertible into so many shares of the Company's Common Stock as shall equal
$100 plus the accumulated and unpaid dividend on such Class C share divided by
the lesser of: (a) $1.404; or (b) the following percentage of the average of the
closing bid prices for the Company's Common Stock for the five trading days
prior to the date when the holder elects to convert his Class C Shares into the
Company's Common Stock:
(i) 70% if such election is made prior to the effective date ("the Effective
Date") of the registration statement to be filed by the Company with the
Securities and Exchange Commission registering all the shares of the Company's
Common Stock to be issued upon conversion of all the Class C Shares, for public
offering and sale;
(ii) 82.5% if such election is made after, but not later than six months after
the Effective Date;
(iii) 81% if such election is made more than six months after, but not later
than nine months after the Effective Date;
(iv) 79% if such election is made more than nine months after, but not later
than twelve months after the Effective Date, and
(v) 75% if such election is made more than twelve months after the Effective
Date.
If the Effective Date is later than May 26, 2000 then the percentages in clauses
(ii) through (v) of paragraph (b) shall be reduced by one half of one percent
for each full month that elapses after May 26, 2000 until the Effective Date.
On December 28, 2002, any Class C Shares which have not by then been
converted shall be automatically converted without any action on the part of the
holder to so many shares of the Company's Common Stock as such holder would
receive if he had elected to convert his Class C Shares on that date. Neither
the Class C Shares nor the shares of Common Stock into which they may be
converted are registered under the Securities Act. The Company has agreed to
register the shares of the Company's Common Stock into which the Class C Shares
may be converted, for public offering and sale, by filing a registration
statement for such shares not later than February 11, 2000, using its best
efforts to have such
3
<PAGE> 4
registration statement declared effective not later than April 26, 2000, and
keeping such registration statement effective until December 28, 2001.
The Company has the right to redeem all (but not some) of the then
outstanding Class C Shares at any time after the Effective Date, upon 30 days
prior written notice to the Class C shareholders at a redemption price per share
payable in cash equal to:
(i) if the election to redeem is made at any time not later than six months
after the Effective Date, $117.50 plus accrued and unpaid dividends;
(ii) if the election to redeem is made more than six months after, but not later
than nine months after the Effective Date, $119.00 plus accrued and unpaid
dividends;
(iii) if the election to redeem is made more than nine months after, but not
later than twelve months after the Effective Date, $121.00 plus all accrued and
unpaid dividends, and
(iv) if the election to redeem is made more than twelve months after the
Effective Date, $125.00 plus all accrued and unpaid dividends.
In the event of a liquidation or dissolution of the Company as a result
of which the Company's assets are to be distributed to its shareholders, such
assets shall be distributed first to holders of the Class C Shares at the rate
of $100 per share plus all accumulated but unpaid dividends thereon, before
distribution of any such assets to any holders of the Common Stock or the Class
B Preferred Stock, and such payments to the holders of the Class C Shares shall
be in full redemption of those shares.
The holders of the Class C Shares are not entitled to vote on matters
submitted for approval by the holders of the Common Stock shareholders.
2. At a meeting of the Company's stockholders held on December 30,
1999, the stockholders voted to:
(a) change the Company's name to VillageWorld.com, Inc. and
(b) increase the number of shares of its common stock that
the Company is authorized to issue from 25,000,000 shares
to 200,000,000 shares.
4
<PAGE> 5
ITEM 7. Financial Statements and Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
(a) Financial Statements. Not Applicable
(b) Exhibits
3.1 Certificate of Amendment to the Certificate of Incorporation of the Company
filed on December 29, 1999 (1)
3.2 Certificate of Amendment to the Certificate of Incorporation of the Company
filed on December 31, 1999 (1)
</TABLE>
- --------------
(1) Filed herewith.
5
<PAGE> 6
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.
Dated: January 11, 2000 VILLAGEWORLD.COM, INC.
By:/s/ Peter Keenan
--------------------------
Peter Keenan
President
6
<PAGE> 7
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
3.1 Certificate of Amendment to the Certificate of Incorporation of the Company
filed on December 29, 1999 (1)
3.2 Certificate of Amendment to the Certificate of Incorporation of the Company
filed on December 31, 1999 (1)
</TABLE>
- --------------
(1) Filed herewith.
7
<PAGE> 1
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
BIG CITY BAGELS, INC.
------------------------------------
Pursuant to Section 805 of the
New York Business Corporation Law
------------------------------------
We, the undersigned, being, respectively, the Board of Directors of Big
City Bagels, Inc. (the "Corporation"), a corporation organized and existing
under the Business Corporation Law of the State of New York hereby certify:
2. The name of the Corporation is Big City Bagels, Inc.
3. The date the Certificate of Incorporation was filed with the
Department of State of the State of New York is December 14,
1992.
4. Article FOURTH of the Certificate of Incorporation of the
Corporation relating to the number of shares the Corporation is
authorized to issue is hereby amended by the addition of a
provision stating the number, designation, relative rights,
preferences and limitations of a series of Preferred Stock, par
value $.001 per share, to be designated Class C 6% Cumulative
Convertible Preferred Stock. Accordingly, Article FOURTH is
hereby amended by the addition of a new subsection, subsection
(e), to read as follows:
(A) Class C 6% Cumulative Convertible Preferred Stock
(i) Designations and Amount. 25,000 shares of the Preferred
Stock of the Corporation, par value $ .001 per share, shall
constitute a class of Preferred Stock designated as Class C 6%
Cumulative Convertible Preferred Stock ("Class C Preferred
Stock"). The Class C Preferred Stock shall have a stated value of
$100 per share.
8
<PAGE> 2
(ii) Rank. The Class C Preferred Stock shall rank senior to all
classes and series of capital stock of the Corporation now or
hereafter authorized, issued or outstanding, including, without
limitation, the Corporation's Common Stock ("Common Stock"), and
any other classes and series of stock of the Corporation now or
hereafter authorized, issued or outstanding (collectively, the
"Junior Securities"). The Corporation will not issue any class or
series of any class or capital stock which ranks senior to or
pari passu with the Class C Preferred Stock with respect to
dividend rights or rights on liquidation or dissolution of the
Corporation.
(iii) Dividends. Each share of Class C Preferred Stock will earn
cumulative dividends at the per annum rate of 6% of the Stated
Value (or $6.00 per share) of such Class C Preferred Stock (pro
rated for shorter periods) ("Preferred Dividends"). Such dividend
shall accumulate and be payable in cash or in the Corporation's
Common Stock when the Class C Preferred Stock is redeemed (such
Preferred Dividends accruing through the date of redemption) or
converted (such Preferred Dividends accruing through the date of
Conversion) to Common Stock or in the event of any liquidation or
similar event of the Company (such Preferred Dividend accruing
through the date of distribution of the Company's assets). No
dividends, other than dividends payable solely in shares of
Common Stock, shall be declared or paid with respect to the
Common Stock while the Class C Preferred Stock is outstanding. In
addition, the Corporation shall not make any distribution of
assets on, or redeem, purchase or otherwise acquire Junior
Securities, while any Class C Preferred Stock is outstanding.
(iv) Rights on Liquidation, Dissolution, or Winding Up. Etc. In
the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, as a result of
which the assets of the Corporation, whether from capital,
surplus or earnings, shall be distributed to the stockholders of
the Corporation, such assets shall be distributed first to
holders of Class C Preferred Stock in the amount of whichever is
greater (a) $100 per share plus all accumulated but unpaid
Preferred Dividends thereon, as of the date such payment is made
to the holders of the Class C Preferred Stock or (b) the amount
the holders of the Class C Preferred Stock would have received
had the holders of the Class C Preferred Stock converted all the
Class C Preferred Stock (and all Preferred Dividends) into Common
Stock immediately prior to the record date for such voluntary or
involuntary liquidating dissolution or winding up, before
distribution of any such assets to any holders of the Common
Stock or of any of the other Junior Securities, and such payments
to the holders of the Class C Preferred Stock shall be in full
redemption thereof.
(v) Voting Rights. The holders of Class C Preferred Stock
shall not be entitled to vote on any matter, except as may be
required by law.
(vi) Conversion of Class C Preferred Stock.
9
<PAGE> 3
(A) The holders of Class C Preferred Stock shall have the
right, at each holder's option, at any time or from time
to time, to convert each share of such holder's Class C
Preferred Stock, together with the accrued and unpaid
Preferred Dividends payable thereon through the date of
such conversion, into the number of shares of Common Stock
determined by dividing $100 plus the accumulated and
unpaid Preferred Dividends payable thereon through the
date of conversion by an amount which shall be the lesser
of
(a) $1.404, or
(b) the following percentage of the average of the
Closing Bid Prices for the Common Stock for the
five trading days prior to the date when the
holder elects to convert the holder's Class C
Preferred Stock into Common Stock:
(v) 70% if such election is made prior to the
effective date ("Effective Date") of the
Registration Statement to be filed by the
Corporation with the United States
Securities and Exchange Commission
registering all the shares of the Common
Stock to be issued upon conversion of all
of the outstanding shares of the Class C
Preferred Stock for public offering and
sale, which Registration Statement the
Corporation shall keep effective until all
securities registered thereunder are sold
or the securities may be sold by the
holders thereof pursuant to Rule 144(k)
promulgated under the Securities Act of
1933, as amended;
(w) 82.5% if such election is made no later
than six months after the Effective Date;
(x) 81% is such election is made more than six
months after, but not later than nine
months after the Effective Date;
(y) 79% if such election is made more than nine
months after, but not later than twelve
months after the Effective Date, and
(z) 75% if such election is made more than
twelve months after the Effective Date.
Provided, however, that if the Effective Date is later
than May 26, 2000, then the percentages in the foregoing
five clauses of this subparagraph (b) shall be reduced by
one half of one percent for each full month that elapses
between
10
<PAGE> 4
May 26, 2000 and the Effective Date. In addition, the
conversion prices set forth above shall be adjusted for
stock splits, stock dividends and recapitalization.
The "Closing Bid Price" shall mean the closing bid price
for the Corporation's Common Stock, as reported by The
Nasdaq Stock Market if the Common Stock is quoted on the
Nasdaq National Market or Nasdaq SmallCap Market, or the
last sales price of the Common Stock if the Common Stock
is listed on a national securities exchange, whichever is
the principal trading market for the Common Stock. If the
Common Stock is not listed on a national securities
exchange or quoted on the Nasdaq National Market or Nasdaq
SmallCap Market, but is traded in the over-the-counter
market, the Closing Bid Price shall mean the closing bid
price for the Common Stock, as reported by the OTC
Bulletin Board or the National Quotation Bureau,
Incorporated, or similar publisher of such quotations. If
the Closing Bid Price cannot be determined pursuant to the
above, the Closing Bid Price shall be such price as the
Board of Directors of the Company shall determine in good
faith.
(B) In order for any holder of Class C Preferred Stock to
convert the same into shares of Common Stock, such holder
shall execute the Conversion Election on the reverse side
of the certificate evidencing the Class C Preferred Stock
being converted and delivering such certificate to the
Corporation at its principal office, setting forth in the
Conversion Election the name or names in which the
certificate or certificates for shares of Common Stock are
to be issued. The Conversion Election shall be deemed to
be effective upon receipt by the Corporation. If the
Conversion Election is received by the Corporation after
3:00 p.m. Eastern Time on any day, it shall be deemed to
be received the next following business day. The
Corporation shall, as soon as practicable, but not later
than three business days after the date of receipt of the
Conversion Election, issue and deliver to the location
designated by such holder, the certificate or certificates
for the number of shares of Common Stock to which such
holder shall be entitled as a result of such conversion.
The person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders
of such shares of Common Stock as of the effective date of
such conversion.
(C) The Corporation shall not be required to issue fractions
of shares of Common Stock upon conversion of the Class C
Preferred Stock or payment of any dividend thereon and in
lieu of such fractional share the Corporation shall round
up or down to the nearest whole number of shares the total
number of shares of Common Stock to be issued to such
holder.
(D) The Corporation shall reserve and shall at all times have
reserved out of its authorized but unissued shares of
Common Stock, a sufficient number of
11
<PAGE> 5
shares of Common Stock to permit the conversion of the
then outstanding shares of the Class C Preferred Stock and
the accumulated and unpaid Preferred Dividends thereon.
All shares of Common Stock when issued upon conversion of
shares of the Class C Preferred Stock and/or the
accumulated and unpaid Preferred Dividends thereon, shall
be validly issued, fully paid and nonassessable. In order
that the Corporation may issue shares of Common Stock upon
conversion of shares of the Class C Preferred Stock and/or
the accumulated and unpaid Preferred Dividends thereon,
the Corporation will list the shares of Common Stock to be
issued upon conversion on each securities exchange on
which the Common Stock is listed.
(E) If any of the following shall occur:
(x) any reclassification or change of outstanding shares
of Common Stock issuable upon conversion of shares of
the Class C Preferred Stock (other than a change in
par value, or from par value to no par value), or
from no par value to par value, or
(y) a subdivision or combination, or
(z) any consolidation or merger to which the Corporation
is a party other then a merger in which the
Corporation is the continuing corporation and which
does not result in any reclassification of, or change
in, outstanding shares of Common Stock, (each a
"Dilutive or Anti-Dilutive Event"), then (1) each
share of the Class C Preferred Stock shall be
convertible into the kind and amount of shares of
capital stock and other securities that the holder of
such Class C Preferred Stock would have received as a
result of being a holder of the number of shares of
Common Stock as if such holder had converted such
share of the Class C Preferred Stock to Common Stock
immediately prior to such Dilutive or Anti-Dilutive
Event and (2) the Corporation shall give the holders
of Class C Preferred Stock prior written notice of
each Dilutive or Anti-Dilutive Event not less than
fifteen business days prior to the record date to
determine holders of record of Common Stock entitled
to receive capital stock and/or other securities as a
result of such Dilutive or Anti-Dilutive Event. The
provision of this section (vi)(E) shall similarly
apply to successive reclassification, changes,
consolidations or mergers.
(F) If any Class C Preferred Stock is issued and outstanding
on December 28, 2002, such Class C Preferred Stock shall,
without any action on the part of the holder thereof or of
the Corporation, be automatically converted into Common
Stock on that date on the same terms as if the holder had
elected to convert such Class C Preferred Stock to Common
Stock on such date.
12
<PAGE> 6
(G) Redemption. Subject to the conversion rights set forth
above, the Class C Preferred Stock shall be subject to
redemption, in whole as a Class and not in part, by the
Corporation, at the Corporation's election, at any time
after the Effective Date, upon 30 days' prior written
notice given by first class mail postage prepaid, to the
addresses of the holders of the Class C Preferred Stock as
recorded in the Corporation's records, at a redemption
price per share payable in cash equal to
(w) if the election to redeem is made at any time not
later than six months after the Effective Date,
$117.50 plus accrued and unpaid Preferred Dividends;
(x) if the election to redeem is made more than six
months after, but not later than nine months after
the Effective Date, $119.00 plus accrued and unpaid
Preferred Dividends;
(y) if the election to redeem is made more than nine
months after, but not later than twelve months after
the Effective Date, $121.00 plus all accrued and
unpaid Preferred Dividends, and
(z) if the election to redeem is made more than twelve
months after the Effective Date, $125.00 plus all
accrued and unpaid Preferred Dividends.
Provided, however, that if the Effective Date is later than May
26, 2000, then there shall be added to the redemption prices set
forth in each of the foregoing clauses of this paragraph G the
sum of fifty cents for each full month that elapses between May
26, 2000 and the Effective Date.
13
<PAGE> 7
(H) Amendments and Other Actions
So long as shares of Class C Preferred Stock are outstanding, the
Corporation shall not, without first obtaining the approval (by
vote or written consent) of the holders of all of the then
outstanding shares of Class C Preferred Stock
(a) alter or change the rights, preferences or privileges of
the Class C Preferred Stock or any other capital stock of
the Corporation so as to affect adversely the Class C
Preferred Stock; or
(b) create any new class or series of senior to or pari passu
with the Class C Preferred Stock.
Notwithstanding the foregoing, the Corporation when authorized by
resolutions of its Board of Directors may amend or supplement
this Certificate without the consent of any holder of Class C
Preferred Stock to cure any ambiguity, defect or inconsistency.
(I) Registration and Transfer. The Corporation shall maintain at its
principal executive offices (or at the principal executive
offices of its transfer agent or such other office or agency of
the Corporation as it may designate by notice to the holders of
the Class C Preferred Stock) a stock register for the Class C
Preferred Stock in which the Corporation shall record the names
and addresses of persons in whose names the shares of Class C
Preferred Stock are issued, as well as the name and address of
each transferee. Holders of share certificates for the Class C
Preferred Stock may present such certificates for transfer and
exchange at such offices.
Prior to due presentment for registration of transfer of any
Class C Preferred Stock, the Corporation may deem and treat the
person in whose name any Class C Preferred stock is registered as
the absolute owner of such Class C Preferred Stock and the
Corporation shall not be affected by notice to the contrary.
No service charge shall be made to a holder of Class C Preferred
Stock for any registration, transfer or exchange.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate this 29th day of December, 1999, and affirm the statements contained
herein are true under penalties of perjury.
BIG CITY BAGELS, INC.
By: /s/ Peter Keenan
-----------------
Name: Peter Keenan
Title: President
14
<PAGE> 1
Exhibit 3.2
Certificate of Amendment of the Certificate of Incorporation
of
BIG CITY BAGELS, INC.
Under Section 805 of the Business Corporation Law
----------------------
We the undersigned, being , respectively, the President and Chief
Financial Officer of Big City Bagels, Inc. (the "Corporation"), a New York
corporation organized and existing under the Business Corporation Law of the
State of New York, hereby certify:
FIRST: The name of the Corporation is Big City Bagels, Inc.
SECOND: The Corporation's original Certificate of Incorporation was filed
with the Department of State of the State of New York on December 14, 1992, and
the Corporation's Restated Certificate of Incorporation was filed with the
Department of State of the State of New York on February 2, 1996.
THIRD: The Certificate of Incorporation is hereby amended to change the
name of the Corporation and to increase the aggregate number of shares of stock
which the Corporation shall have the authority to issue.
FOURTH: Articles First of the Certificate of Incorporation is hereby
stricken out in its entirety, and the following new Article is substituted in
lieu thereof:
"FIRST: The name of the Corporation is VillageWorld.com, Inc."
FIFTH: To accomplish the amendment relating to the increase in the
aggregate number of shares of common stock which the Company shall have
authority to issue, from 25,000,000 shares, par value $.001 per share, to
200,000,000 shares, par value $.001, the text of Paragraph (a) of Article Fourth
of the Certificate of Incorporation is hereby amended to read in full as
follows:
"FOURTH: (a) The aggregate number of shares of stock which the
Corporation shall have authority to issue is 201,000,000 shares, consisting of
200,000,000 shares, with a par value of $.001 per share, classified as common
shares (the "Common Stock"), and 1,000,000 shares, with a par value of $.001 per
share, classified as preferred shares (the "Preferred Stock").
SIXTH: This Certificate of Amendment to the Certificate of Incorporation
was authorized by the unanimous written consent of the members of the Board of
Directors on November 9, 1999, and by the affirmative vote of the holders of a
majority of all of the outstanding shares of the Common Stock of the Corporation
entitled to vote at the Special
Meeting of Shareholders held on December 30, 1999.
15
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have executed this Certificate this
30th day of December, 1999, and affirm that the statements contained herein are
true under penalties of perjury.
/s/ Peter Keenan
-------------------------
Peter Keenan, President
/s/ Edilberto R. Enriquez
-------------------------
Edilberto R. Enriquez, CFO
16
