As filed with the Securities and Exchange Commission on September 22,1999
Registration No. 333-10838
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
(Amendment No. 1)
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WORLDS INC.
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
New Jersey 7370 22-1848316
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
15 Union Wharf Thomas Kidrin, CEO
Boston, Massachusetts 02109 15 Union Wharf
(617) 725-8900 Boston, Massachusetts 02109
(Address and telephone number (617) 725-8900
of registrant's principal executive (Name, address and telephone
offices and principal place of number of agent for service)
business)
</TABLE>
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Copies to:
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016
Telephone: (212) 818-8800
Approximate Date of Commencement of Proposed Sale to Public: At the discretion
of the selling shareholders.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _____________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement of the earlier effective registration statement for the
same offering. [ ] _____________________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]______________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount
Title of Each Amount Maximum Maximum of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Security Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock par value $0.001(2)......... 882,500 $3.875(5) $3,419,688 $950.67
Common Stock(3).......................... 441,250 $5.00 (6) 2,206,250 613.34
Common Stock(4).......................... 187,500 $3.875(5) 726,563 201.98
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Total............................................................................................. $1,765.99
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(1) Excludes an aggregate of 2,222,700 shares of common stock and 1,603,375
shares of common stock issuable upon exercise of options and warrants,
all of which were previously registered pursuant to a registration
statement on Form SB-2 (No. 333-49453), and all of which are covered by
the prospectus included in this registration statement pursuant to Rule
429 under the Securities Act of 1933, as amended ("Securities Act").
The filing fee associated with the 3,826,075 shares of common stock
being carried over from the prior registration statement was $2,688.59,
which was previously paid with the prior registration statement.
Pursuant to Rule 416 under the Securities Act, this registration
statement also covers any additional shares which may be issuable by
virtue of the anti-dilution provisions contained in the options and
warrants.
(2) Represents shares of common stock to be sold from time to time for the
account of certain shareholders. These shares were issued by us in or
in connection with our private placement in June and August 1999.
(3) Represents shares of common stock to be sold from time to time for the
account of certain persons. These shares are issuable by us to such
persons upon the exercise of options and warrants issued in or in
connection with our private placement in June and August 1999. Pursuant
to Rule 416 under the Securities Act, this registration statement also
covers any additional shares which may be issuable by virtue of the
anti-dilution provisions contained in the options and warrants.
(4) Represents shares of common stock to be sold from time to time for the
account of an entity to which we issued such shares in connection with
a strategic relationship.
(5) Represents the last sale price of a share of our common stock as
reported by the OTC Bulletin Board on August 30, 1999, pursuant to Rule
457 under the Securities Act.
(6) Represents the average weighted exercise prices of the options and/or
warrants.
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The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SIGNATURES
In accordance with the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and has authorized this registration
statement or amendment to be signed on its behalf by the undersigned, in the
City of Boston on the 21st day of September, 1999.
WORLDS INC.
By: /s/ Thomas Kidrin
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Thomas Kidrin, President
In accordance with the requirements of the Securities Act, this
registration statement or amendment was signed by the following persons in the
capacities and on the dates stated:
Signature Title Date
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/s/ Steven G. Chrust Chairman September 21, 1999
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Steven G. Chrust
/s/ Thomas Kidrin Director, Chief Executive September 21, 1999
- --------------------- Officer, Chief Financial and
Thomas Kidrin Accounting Officer
/s/ Michael Scharf Director September 21, 1999
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Michael J. Scharf
/s/ Kenneth A. Locker Director September 21, 1999
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Kenneth A. Locker
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