SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
WORLDS INC.
(Name of Issuer)
Common Stock, $.05 par value
(Title of Class of Securities)
981918105
(CUSIP Number)
Irving Rothstein, Esq.
Heller, Horowitz & Feit, P.C.
292 Madison Avenue
New York, New York 10017
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 13, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-I(b)(3) or (4), check the following box
[ ]
Check the following box if a fee is being paid with the statement. [ ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
NOTE: Six copies of this statement, including all exhibits should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
Schedule 13D
CUSIP NO. 981918105 13D Page 2 of 11 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas Kidrin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
1,300,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,300,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP NO. 981918105 13D Page 3 of 11 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Scharf
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
1,381,250
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,381,250
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,381,250
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP NO. 981918105 13D Page 4 of 11 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Greenberg
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
3,818,750
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
3,818,750
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,818,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 5 of 11 Pages
Item 1. Security and Issuer
This statement relates to Common Stock, $.05 par value (the "Common
Stock"), of Worlds Inc., a New Jersey corporation ("Company"). The address of
the principal executive office of the Company is 15 Union Wharf, Boston,
Massachusetts 02109.
Item 2. Identity and Background
(a) This statement is filed on behalf of Messrs. Thomas Kidrin, Michael
Scharf and Steven Greenberg (each, a "Reporting Person").
(b) The business address of Mr. Kidrin is 15 Union Wharf, Boston MA
02109; the business address for Mr. Scharf is 667 Madison Avenue, New York, NY
10021; and Mr. Greenberg is 693 Fifth Avenue, New York, NY 10020.
(c) Mr. Kidrin is the President, Chief Executive Officer and Treasurer
of the Company. Mr. Scharf is the Chairman and President of Niagara Corporation.
Mr. Greenberg is a consultant to the Company and other companies.
(d) None of the Reporting Persons has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
(e) On or about June 30, 1994, Mr. Greenberg entered into a settlement
agreement in the form of a consent decree with the Securities and Exchange
Commission, settling allegations against him of federal securities law
violations concerning insider trading. While, Mr. Greenberg neither admitted nor
denied the allegations in such civil action, he paid $1.5 million in civil
penalties as part of such settlement. Neither one of the other Reporting Persons
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
it from engaging in future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws during the last five years.
Item 3. Source and Amount of Funds or other Consideration
Funds used by the Reporting Persons were personal.
Item 4. Purpose of Transaction
None of the Reporting Persons has any plans referred to in Items
4(a)-4(j) of Schedule 13D.
<PAGE>
Page 6 of 11 Pages
Item 5. Interest in Securities of the Issuer.
(a) Mr. Greenberg owns 3,818,750 shares of Common Stock (representing
approximately 21.9%) which he acquired at par value as a founder. Mr. Scharf
owns 1,381,250 shares of Common Stock (representing approximately 7.9%)all of
which were purchased at par value as a founder except for 400,000 shares
purchased in June 1997 at a price of $0.50 per share. Mr. Kidrin owns 1,300,000
shares of Common Stock (representing approximately 7.5%)which were purchased at
par value as a founder. Each Reporting Person disclaims beneficial ownership in
the shares held by the other Reporting Persons.
(b) Except as disclosed under item 6, each Reporting Person has the
sole power to vote and dispose of the Common Stock.
(c) By agreement dated April 13, 1999, Messrs. Greenberg, Scharf and
Kidrin agreed to contribute to the capital of the Company for cancellation
881,250, 318,750 and 300,000 shares of Common Stock, respectively.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Until April 13, 2002, each of the Reporting Persons has agreed to vote
any shares of Common Stock owned by him for the election of Mr. Steven Chrust as
a director of the Company.
Item 7. Material to be Filed as Exhibits
1. Agreement to jointly file Schedule 13D.
2. Contribution and Voting Agreement.
<PAGE>
Page 7 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 23, 1999
_/s/_____________________
Steven Greenberg
_/s/_____________________
Michael Scharf
_/s/_____________________
Thomas Kidrin
<PAGE>
Page 8 of 11 pages
Exhibit 1
<PAGE>
Page 9 of 11 pages
Agreement
Joint Filing of Schedule 13D
The undersigned hereby agree to jointly prepare and file a Schedule 13D
and any future amendments thereto reporting each of the undersigned's ownership
of securities of Worlds Inc. and hereby affirm that such Schedule 13D is being
filed on behalf of each of the undersigned. Each party will only be responsible
for the accuracy of the information respecting himself and will be responsible
for its own filing fees.
Dated: April 23, 1999
/s/
Steven Greenberg
/s/
Michael Scharf
/s/
Thomas Kidrin
<PAGE>
Page 10 of 11 pages
Exhibit 2
<PAGE>
Page 11 of 11 pages
Mr. Steven Chrust
SGC Advisory Services, Inc.
1786 Bedford Street
Stamford, CT 06905
Worlds Inc.
693 Fifth Avenue
New York, New York 10022
Re: Contribution and Voting
Dear Sirs:
The undersigned hereby agree, in connection with the Financial Advisory
and Consulting Agreement ("Consulting Agreement") between SGC Advisory Services,
Inc. and Worlds Inc. (the "Corporation"), dated as of March 23, 1999, that:
1. On the date hereof, they are each contributing to the
capital of the Corporation for cancellation that number of shares set forth
opposite his name below:
Steven Greenberg 881,250
Michael Scharf 318,750
Thomas Kidrin 300,000
TOTAL: 1,500,000
2. During the term of the Consulting Agreement, they will each
vote any shares of stock of the corporation which they own or hereafter acquire,
or over which they have voting control, for the election of Steven Chrust as a
director of the corporation at any meeting of the corporation held for the
purpose of electing directors (and agree to sign any written consent to elect
Steven Chrust as a director if such written consent is provided in lieu of a
meeting).
/s/ Steven Greenberg
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Steven Greenberg
/s/ Michael Scharf
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Michael Scharf
/s/ Thomas Kidrin
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Thomas Kidrin
