SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
WORLDS.COM INC. (formerly Worlds Inc.)
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
981918105
(CUSIP Number)
Steven A. Greenberg
693 Fifth Avenue
New York, NY 10022
(212) 246-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 27, 2000
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of this schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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* 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 6 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
1,290,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,290,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP NO. 981918105 13D Page 3 of 6 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
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)
7.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Schedule 13D
CUSIP NO. 981918105 13D Page 4 of 6 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
2,046,562
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,046,562
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,046,562
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 5 of 6 Pages
This statement relates to Common Stock, $0.001 par value (the "Common
Stock"), of Worlds.com Inc. (formerly Worlds Inc.), a New Jersey corporation
(the "Issuer"). This is amendment No. 3 to a Schedule 13D filed on April 23,
1999 (the "Schedule 13D"). Terms not defined herein shall have the meaning
ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
(a) Mr. Greenberg beneficially owns 2,046,562 shares of Common Stock
(representing approximately 11.5% of the Issuer's outstanding shares)
of which 1,846,562 were acquired by Mr. Greenberg at par value as a
founder. The balance was acquired as disclosed in Item 5(c) below. Mr.
Scharf owns 1,381,250 shares of Common Stock (representing
approximately 7.8% of the Issuer's outstanding shares), 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
1,290,000 shares of Common Stock (representing approximately 7.3% of
the Issuer's outstanding shares), all of 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) 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. On April 13, 1999, Mr. Greenberg purchased from Mr.
Scharf 200,000 shares of Common Stock at $0.50 per share in a private
transaction.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to a Purchase and Option Agreement dated March 10, 2000 (the
"Agreement"), Steven A. Greenberg ("Greenberg") sold 302,939 shares of
Common Stock to Steven G. Chrust, Chairman of the Issuer ("Chrust")
for $1,000,001.64. Greenberg retained the right to vote such shares
until the earlier of (i) September 10, 2001 or (ii) the date on which
the Option (as defined below) was exercised with respect to at least
605,877 shares of Common Stock (the "Voting Right"). Pursuant to the
Agreement, Greenberg sold an option (the "Option") to Chrust to
purchase up to an aggregate of 1,363,342 shares of Common Stock at an
exercise price of $3.301 per share. The Option was to expire on June
4, 2000, unless exercised with respect to 75,735 shares by such date,
in which case the Option was to expire on July 4, 2000. On April 27,
2000, (i) Chrust issued notice by which he exercised the Option with
respect to 1,317,780 shares of Common Stock at an exercise price of
$3.301 per share and (ii) Greenberg and Chrust agreed to terminate the
Option with respect to the remaining 45,562 shares of Common Stock
subject to the Option. On April 28, 2000 Greenberg received payment
for such shares and such shares were transferred to Chrust. This
exercise of the Option terminated the Voting Right. This paragraph is
qualified in its entirety by reference to the Agreement, which was
previously filed as an exhibit.
<PAGE>
Page 6 of 6 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: May 4, 2000
/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
