UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Worlds.com Inc. (formerly Worlds Inc.)
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(Name of Issuer)
Common Stock, $.001 par value
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(Title Class of Securities)
981918105
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(CUSIP Number)
Steven G. Chrust
c/o David Alan Miller
Graubard Mollen & Miller
600 Third Avenue, 31st Floor
New York, New York 10016
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 10, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
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.
* 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 1 of 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 981918105 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
SGC Advisory Services, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*(See Instructions)
OO - Other
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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7 SOLE VOTING POWER
NUMBER OF 1,000,000
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,000,000
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 981918105 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Steven G. Chrust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*(See Instructions)
PF - Personal Funds
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,735,939
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 105,000
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,735,939
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10 SHARED DISPOSITIVE POWER
105,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,840,939
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Securities and Issuer
The class of equity securities to which this statement relates is the
Common Stock, $.001 par value, of Worlds.com Inc. (formerly Worlds Inc.)
("Company"), a New Jersey corporation, whose principal executive offices are
located at 15 Union Wharf, Boston, Massachusetts 02109. This is Amendment No. 3
to a Schedule 13D filed on April 16, 1999.
Item 2. Identity and Background
This statement is filed on behalf of SGC Advisory Services, Inc., a
corporation organized and existing under the laws of the State of Connecticut
("SGC") and Steven Chrust. SGC is in the business of consulting and financial
advice. SGC's business address is 1786 Bedford Street, Stamford, Connecticut
06905.
Steven G. Chrust is the president and sole shareholder of SGC. Mr. Chrust's
business address is 1786 Bedford Street, Stamford, Connecticut 06905. Mr. Chrust
is the President of SGC. He is also a member and the Chairman of the Board of
the Company. Mr. Chrust is a United States citizen.
Neither SGC nor Mr. Chrust has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
Neither SGC nor Mr. Chrust 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
SGC acquired warrants to purchase 1,000,000 shares of Common Stock of the
Company on April 13, 1999, as consideration for consulting services which SGC is
rendering to the Company.
Mr. Chrust beneficially owns 1,840,939 shares of Common Stock. This number
includes (i) 375,000 shares of Common Stock issuable upon exercise of warrants,
at a per-share exercise price of $0.50, acquired directly from the Company in
connection with a loan of $250,000 made by Mr. Chrust to the Company on November
10, 2000; (ii) 1,000,000 shares of Common Stock issuable upon exercise of the
warrants held by SGC; (iii) 60,000 shares of Common Stock held of record by
Steven and Sharon Chrust, jointly, purchased directly from the Company at a
price per share of $1.00 on October 21, 1997; (iv) 60,000 shares of Common Stock
held of record by Bear Stearns Securities Corp., as custodian for Mr. Chrust's
Individual Retirement Account ("Chrust IRA"), purchased directly from the
Company at a price per share of $1.00 on October 21, 1997; (v) 16,000 shares of
Common Stock held of record in the Chrust IRA, originally acquired by the Steven
Chrust BSSC Master Def Contribution Profit Sharing Account, 15,000 of which were
Page 4 of 8 Pages
<PAGE>
purchased at a price per share of $1.6125 and 1,000 of which were purchased at a
price per share of $1.545, on December 7, 1998, in open market transactions
through the OTC Bulletin Board; (vi) 15,000 shares of Common Stock held of
record by the Eve Chrust 2000 Business Trust, for the benefit of Eve Chrust, Mr.
Chrust's daughter, which were acquired by gift from Mr. Chrust; (vii) 15,000
shares of Common Stock held of record by the Liza Chrust 1999 Beneficiary's
Trust, for the benefit of Liza Chrust, Mr. Chrust's other daughter, which were
acquired by gift from Mr. Chrust; (viii) 15,000 shares of Common Stock issuable
upon the exercise of presently exercisable warrants granted to Steven and Sharon
Chrust, jointly, purchased on June 28, 1999, directly from the Company; and (ix)
302,939 shares purchased from Steven A. Greenberg, a founder of Worlds
Acquisition Corp. and a principal shareholder of Worlds.com, in private
transactions at a purchase price of $3.301 per share on March 10, 2000.
All moneys used by Mr. Chrust to acquire the above securities, including
the money lent to the Company, were personal funds.
Item 4. Purpose of Transactions
Mr. Chrust holds his shares of Common Stock and any shares of Common Stock
he may acquire upon exercise of warrants or options for investment.
Steven G. Chrust is a member and Chairman of the Board of Directors of the
Company. Although Mr. Chrust, in his capacity as a member and Chairman of the
Board of Directors of the Company, may be involved in the consideration of
various proposals considered by the Board of Directors of the Company, neither
Mr. Chrust nor SGC has current plans which relate to or would result in: an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; any change in the current board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors of the
Company; any material change in the present capitalization or dividend policy of
the Company; any other material change in the Company's business or corporate
structure; changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; causing a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities and Exchange Act of 1934; or any action similar to
the above.
Item 5. Interest in Securities of the Issuer
SGC holds warrants to purchase 1,000,000 shares of Common Stock.
Accordingly, SGC is the beneficial owner of 1,000,000 shares of Common Stock.
This represents a beneficial ownership equal to 5.0% of the outstanding Common
Stock of the Company. Mr. Chrust, as President of SGC, has sole power to
exercise the warrants and, upon issuance of the Common Stock, to vote and
dispose of the shares of Common Stock.
Page 5 of 8 Pages
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Upon the closing of the next financing by the Company of at least $500,000,
the principal of the $250,000 loan made by Mr. Chrust to the Company on November
10, 2000 will convert into the same securities sold in such offering, at the
same terms offered to the investors in the offering. Therefore, for purposes of
this report, an additional 833,333 shares of Common Stock (for a total of
2,674,272 shares) are being included in Mr. Chrust's beneficial ownership
totals. This number is an estimate of the number of shares to which Mr. Chrust
would be entitled if such financing was to sell Common Stock and was to be
completed in the immediate future. In calculating the estimated number of
shares, the closing price for November 20, 2000 of $0.30 per share was used. In
order to demonstrate the consequences of such an issuance, the total shares
outstanding used in the percentage of beneficial ownership calculations have
also been increased by 833,333. However, it should be noted that in order for
Mr. Chrust to receive such stock, the financing would also have had to sell
Common Stock which would dilute Mr. Chrust's ownership to some, currently
unknown, degree. However, Mr. Chrust's beneficial ownership might actually be
larger than indicated if the financing sold shares at a price less than $0.30
per share.
Without including any shares from a conversion of the promissory note, Mr.
Chrust currently has beneficial ownership of 1,840,939 shares or 8.9%. Asuming
the additional beneficial ownership of 833,333 shares of the Company's Common
Stock upon a successful financing, and ignoring any dilutive effect of any
shares purchased by the other investors in such financing, Mr. Chrust would be
deemed to beneficially own 2,674,272 shares of the Company's Common Stock. This
would represent a beneficial ownership equal to 12.5% of the outstanding Common
Stock of the Company.
Mr. Chrust has sole voting and dispositive control of all the 1,840,939
shares of which he currently has beneficial ownership (including, as President
of SGC, the 1,000,000 shares issuable to SGC upon the conversion of the warrants
granted to SGC) and any shares which he would receive upon the conversion of the
principal of the $250,000 loan, except for 75,000, 15,000, and 15,000 shares in
which he may be deemed to share voting and dispositive power with, respectively,
Sharon Chrust, Eve Chrust and Liza Chrust.
Item 6. Contracts, Agreements, Understandings or Relationship with
Respect to Securities of Issuer
In November 2000, Mr. Chrust, loaned the Company $250,000. This loan is
evidenced by a promissory note bearing interest at the rate of 8% per annum and
is payable in April 2001. In connection with this loan, the Company also issued
Mr. Chrust warrants to purchase 375,000 shares of its Common Stock at a
per-share exercise price of $0.50 per share. The principal of the loan will
automatically convert into the securities the Company sells in its next
financing of at least $500,000 on the same terms afforded the investors in such
offering.
Page 6 of 8 Pages
<PAGE>
Item 7. Materials to be Filed as Exhibits
(10.1) Joint Filing Agreement dated as of April 14, 1999. (1)
(1) Previously filed with Schedule 13D filed on April 16, 1999.
Page 7 of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 27, 2000
SGC Advisory Services, Inc.
/s/ Steven G. Chrust
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By: Steven G. Chrust, President
/s/ Steven G. Chrust
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Steven G. Chrust
Page 8 of 8 Pages
