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): June 16, 1998
WORLDS INC.
(Exact Name of Registrant as Specified in its Charter)
New Jersey 2-31876 22-1848316
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
15 Union Wharf, Boston, MA 02109
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 725-8900
(Former Name or Former Address if Changed Since Last Report)
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Item 5. Other Events.
Closing of Public Offering
On June 16, 1998, Registrant ("worlds")closed on a public offering raising
proceeds (net of commissions)of $1,715,800, through the sale of 1,832,000 shares
of its common stock, par value $.001, at a price of $1.00 per share. The
offering was made via a prospectus dated May 1, 1998, as supplemented on May 7,
1998. Following the closing, Worlds has 17,981,996 shares outstanding.
Merger With Unity First Acquisition Corp.
On June 25, 1998, Worlds entered into an Agreement and Plan of Merger and
Reorganization with Unity First Acquisition Corp. a publicly traded "blank
check" company ("UFAC"). Consummation of the Merger is subject to a number of
conditions, including
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shareholder approval of both companies. The Merger, if consummated, calls
for each share of Worlds being exchanged for .357 shares of UFAC. Worlds'
current shareholders will retain ownership of in excess of 75% of the merged
company, which will retain the name "Worlds Inc." and will carry on the business
of Worlds under the Worlds' current management and Board of Directors.
Worlds is developing music-oriented content applications for its
proprietary 3D Internet technology for consumer markets, as well as developing
select business oriented applications. Worlds obtained new financing and
management in late 1997.
Forward-looking Statements. The information herein contains forward-looking
statements that involve a number of risks and uncertainties. A number of factors
could cause actual results, performances, and achievements of the company, or
industry results, to be materially different from any future results,
performances or achievements expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the competitive
environment, inflation, changes in costs of goods and services, economic
conditions in general and in the Company's business, demographic changes,
changes in the availability of and terms of financing to fund the anticipated
growth of the Company's business, demographic changes, changes in the
availability of and terms of personnel, changes in the Company's capital
expenditure plans, and other factors referenced herein and in the Company's
filings with the SEC. In addition, such forward-looking statements included
herein do not purport to be predictions of future events or circumstances and
may not be realized. Forward-looking statements can be identified, by, among
other things, the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should," "seeks," "anticipates," "intends" or the
negative of any thereof, or other variations thereon or comparable terminology,
or by discussion of strategy or intentions. Given these uncertainties,
prospective investors are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any
such factors or to announce publicly the results of any revisions to any of the
forward-looking statements contained herein to reflect future events or
developments.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: June 30, 1998
WORLDS INC.
By: /s/______________
Thomas Kidrin,
President and CEO
