Filed with the Securities and Exchange Commission on June 24, 1998.
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3/A
AMENDMENT TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
X-CEED, INC.
(Exact name of registrant as specified in its charter)
488 Madison Avenue, New York, New York 10022
(212) 753-5511
(Address and telephone number of registrant's principal executive offices)
New York 3398 13-3006788
(State or other jurisdiction (Standard Industrial (IRS Employer
of incorporation) Classification Code) I.D. Number)
Werner Haase, President
X-ceed, Inc.
488 Madison Avenue, New York, New York 10022
(212) 753-5511
(Name, address and telephone number of agent for service)
Copies of all Richard J. Blumberg, Esq.
communications to: McLaughlin & Stern, LLP
260 Madison Avenue
New York, New York 10016
(212) 448-1100
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 section 8(a), may
determine.
Approximate date of commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement depending
on market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [__]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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 number of the earlier effective registration
statement for the same offering. [__] ___
<TABLE>
Calculation of Registration Fee
<CAPTION>
Title of each class Proposed Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit price registration fee
<S> <C> <C> <C> <C>
Common Stock par 100,000 shares $4.156 $415,600.00 $122.60 (1)
value
$.01 per share
<FN>
(1) Estimated for purposes of this filing pursuant to Rule 457(c) at
$4.156 per share based upon the average of the bid and asked prices of $4.125
and $4.187, respectively, on June 16, 1998.
</FN>
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
X-CEED, INC., has duly caused this Registration Statement on Form S-3/A to be
signed on its behalf by the undersigned, thereunto duly authorized, in New York,
New York on June 23, 1998.
X-CEED, INC.
By: /s/ Werner G. Haase
Werner G. Haase
Chairman and Chief Executive Officer
Signature Title Date
/s/ Werner G. Haase Chief Executive 6/23/98
Werner G. Haase Officer, Principal
/s/ Norman Doctoroff, Director 6/23/98
by Werner G. Haase, attorney-in-fact
Norman Doctoroff
/s/ John Bermingham Director 6/23/98
by Werner G. Haase, attorney-in-fact
John Bermingham
