UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 1
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
----------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to ____________________
Commission file number
WORLDS.COM INC.
-----------------------------------
(Name of small business issuer in its charter)
New Jersey 22-1848316
- ------------------------------------ -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
15 Union Wharf, Boston, Massachusetts 02019
- ------------------------------------------ ------------------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number: (617) 725-8900
---------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, par
value $.001 per share
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No __
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $507,499.
---------
As of March 27, 2000, the aggregate market value of the issuer's common
stock (based on its reported last sale price on the OTC Bulletin Board) held by
non-affiliates of the issuer was approximately $53,017,518. At March 27, 2000,
17,738,531 shares of issuer's common stock were outstanding.
<PAGE>
The undersigned registrant hereby amends its Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1999 solely to amend Items 11 and 13 of
Part III in order to correct the beneficial ownership of Mr. Steven A. Greenberg
and to include Exhibit 23, as set forth in this amendment.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of March 27, 2000, information regarding
the beneficial ownership of our common stock based upon the most recent
information available to us for (i) those persons or group of persons known by
us to beneficially own more than five percent (5%) of our voting securities,
(ii) each director and director-nominee of Worlds, (iii) each current executive
officer whose compensation exceeded $100,000 in 1999, and (iv) all executive
officers and directors of Worlds, as a group.
Amount and Nature
Name and Address of Beneficial Owner of Beneficial Owner Percent of Class
- ------------------------------------ ------------------- ----------------
Steven Chrust 2,927,113(1) 15.5%
Michael J. Scharf 1,391,250(2)(3) 7.8%
Thomas Kidrin 1,348,333(2)(4) 7.6%
Kenneth A. Locker 100,000(3)(5) *
William Harvey -0-(6) *
Steven A. Greenberg 3,364,342(7) 19.0%
All Executive Officers and Directors 5,766,696(8) 30.5%
as a Group (5 persons)
_____________________________
* less than 1%
(1) Includes 1,000,000 shares underlying currently exercisable warrants owned
by SGC Advisory Services. Also includes (a) warrants to purchase 15,000
shares of common stock and (b) currently exercisable options to purchase
98,832 shares of common stock. Also includes 1,363,342 shares of common
stock currently owned by Steven Greenberg, which Mr. Chrust has the option
to purchase ("Chrust Option"). Does not include options to purchase 188,668
shares of common stock which vest in two equal annual installments,
commencing in March 2001.
(2) Messrs. Scharf, Kidrin and Greenberg have agreed to vote shares owned by
them for the election of Mr. Chrust as a director through March 2002.
(3) Does not include 5,000 shares of common stock issuable upon exercise of
options, which vest in three equal annual installments, commencing in
December 2000.
(4) Includes 58,333 shares of common stock issuable upon exercise of currently
exercisable options. Does not include 116,667 shares issuable upon exercise
of options, which vest in two equal annual installments, commencing in
March 2001.
(5) Represents shares of common stock issuable upon exercise of currently
exercisable stock options.
2
<PAGE>
(6) Does not include 50,000 shares of common stock issuable upon exercise of
options, which vest in three equal annual installments, commencing in
November 2000.
(7) Includes the 1,363,342 shares of common stock subject to the Chrust Option.
(8) Includes the shares referred to as being included in notes (1), (3), (4)
and (5).
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits Filed.
See Exhibit Index appearing later in this Report.
(b) Reports on Form 8-K.
None.
3
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: April 19, 2000 WORLDS.COM INC.
(Registrant)
By: /s/ Thomas Kidrin
--------------------
Name: Thomas Kidrin
Title: President and Chief Executive
Officer
In accordance with the Securities Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
<TABLE>
Signatures Title Date
- ------------- ----------- -----
<S> <C> <C>
/s/ Thomas Kidrin President, Chief Executive April 19, 2000
- ----------------------------- Officer and Director (Chief
Thomas Kidrin Financial Accounting Officer)
/s/ Steven G. Chrust Chairman April 6, 2000
- -----------------------------
Steven G. Chrust
Director April __, 2000
- -----------------------------
Kenneth A. Locker
/s/ Michael J. Scharf Director April 6, 2000
- -----------------------------
Michael J. Scharf
Director April __, 2000
- -----------------------------
William Harvey
4
<PAGE>
EXHIBIT INDEX
Incorporated
Exhibit By Reference No. in
Number Description from Document Ddocument Page
- ------ ----------- -------- -------- ----
<C> <C> <C> <C> <C>
3.1 Certificate of Incorporation A 3.1
3.1.1 Certificate of Amendment of the Certificate B 3.1.1
of Incorporation
3.1.2 Certificate of Merger A 3.1.1
3.2 By-Laws A 3.2
4.1 Specimen common stock Certificate A 4.1
4.2 1997 Incentive and Non-Qualified Stock C 4.1
Option Plan, as amended
4.3 Form of Employee Incentive/Non-Incentive C 4.2
Stock Option Agreement under the 1997
Incentive and Non-Qualified Stock Option
Plan
4.4 Form of Consultant Non-Incentive Stock C 4.3
Option Agreement under the 1997 Incentive
and Non-Qualified Stock Option Plan
4.5 Form of Director Non-Incentive Stock C 4.4
Option Agreement under the 1997 Incentive
and Non-Qualified Stock Option Plan
4.6 Form of Community Leader Stock Option C 4.5
Agreement under the 1997 Incentive and
Non-Qualified Stock Option Plan
4.10 Schedule of Option Grants under Benefit C 4.9
Plans
10.1 Merger Agreement between Worlds D 99
Acquisition Corp. and Academic Computer
Systems, Inc.
10.2 Consulting Agreement between the B 10.2
Registrant and SGC Advisory, Inc.
23 Consent of BDO Seidman, LLP - - Filed
Herewith
27 Financial Data Schedule B 27
99 Risk Factors B 99
</TABLE>
A. Registrant's Registration Statement No. 2-31876.
B. Registrant's Annual Report on Form 10-KSB filed on March 30, 2000.
C. Registrant's Registration Statement on Form S-8 (File No. 333-89937).
D. Registrant's Current Report on Form 8-K filed on December 18, 1997.
5
Exhibit 23
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Worlds.com Inc.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (file No. 333-89937) of Worlds.com Inc (previously Worlds
Inc.) of our report dated March 10, 2000, relating to the financial statements
of Worlds.com Inc. (a development stage enterprise) appearing in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1999. Our report
contains an explanatory paragraph regarding the Company's ability to continue as
a going concern.
BDO SEIDMAN, LLP
/s/ BDO SEIDMAN, LLP
_____________________
New York, New York
April 24, 2000
