SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported):
January 28, 1999 (January 14, 1999)
Xceed Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-13049 13-3006788
(Commission File Number) (I.R.S. Employer Identification No.)
488 Madison Avenue, New York, New York 10022
(Address and zip code of principal executive offices)
212-753-5511
(Registrant's telephone Number)
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ITEM 5. Other Events
1. On January 14, 1999, the Company's wholly owned subsidiary Reset,
Inc. was merged into the Company, and accordingly, Reset, Inc. now operates as a
division of Xceed Inc. under the name "Reset." Also on January 14, 1999, the
Company's wholly owned subsidiary Mercury Seven, Inc. was merged into the
Company, and accordingly, Mercury Seven, Inc. now operates as a division of the
Company under the name "Mercury Seven." Additionally on January 14, 1999, the
Company changed its name from "X-ceed, Inc." to "Xceed Inc."
2. On January 21, 1999, the Company's board of directors unanimously voted
to redeem the Company's outstanding Redeemable Class B Warrants (the "Class B
Warrants"). Pursuant to the terms of the warrant agreement dated October 31,
1988 (the "Warrant Agreement"), the Company has the right to redeem the Class B
Warrants if the average closing bid price of the Company's common stock for
twenty (20) consecutive business days ending within fifteen (15) days of giving
the Notice of Redemption exceeded $9.00 a share. The average closing bid price
of the Company's common stock between December 23, 1998 and January 21, 1999 (20
business days) exceeded $9.00 a share. The Company issued a Notice of Redemption
on January 22, 1999 which was transmitted to the Company's warrant agent,
American Stock Transfer & Trust Co., for mailing to holders of record of the
Class B Warrants and broker-dealers holding the Class B Warrants for their
customers. Under the terms of the Warrant Agreement, if holders elect to
exercise their Class B Warrants, the last day for exercise is February 20, 1999.
Holders of Class B Warrants who elect to redeem their Class B Warrants have
until the close of business, 5:00 P.M. (New York time), February 21, 1999 to
surrender their certificates for redemption and receive a redemption price of
$.40 for each Class B Warrant redeemed. As of January 19, 1999, the Company's
transfer agent reported that there were 1,883,758 Class B Warrants outstanding.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Xceed Inc.
(Registrant)
By: /s/ Werner Haase
Werner Haase, President
DATED: January 28, 1999
2
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Exhibits
2(i) Certificate of Merger of Mercury Seven, Inc. into X-ceed, Inc. and
Name Change*
2(j) Certificate of Merger of Reset, Inc. into Xceed Inc.*
20(g) Notice of Redemption dated January 22, 1999*
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* Filed herewith
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CERTIFICATE OF MERGER
of
MERCURY SEVEN, INC.
Into
X-CEED, INC.
Pursuant to Section 251(c) of the
State of Delaware General Corporation Law
The undersigned, being the Surviving corporation, hereby sets
forth as follows:
FIRST: The name of the Surviving corporation is X-ceed, Inc.; its state of
incorporation is Delaware.
SECOND: The name of the Non-Surviving corporation is Mercury Seven, Inc.;
its state of incorporation is Delaware.
THIRD: An Agreement of Merger has been approved, adopted, certified,
executed and acknowledged by each constituent corporation in accordance with
Section 251 of the State of Delaware General Corporation Law.
FOURTH: (a) The Certificate of Incorporation of X-ceed, Inc. shall be the
Certificate of Incorporation of the Surviving corporation.
(b) The amendment in the Certificate of Incorporation of the
Surviving Corporation that is to be effected by this Merger is as follows:
Paragraph FIRST of the Certificate of Incorporation of
X-ceed, Inc. setting forth the name is to be changed to Xceed
Inc.
FIFTH: The executed Agreement of Merger is on file at the principal place of
business of the Surviving corporation; the address of said principal place of
business is as follows:
488 Madison Avenue
New York, New York 10022
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SIXTH: A copy of the Agreement of Merger will be furnished by the Surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
SEVENTH: The authorized capital stock of the Non-Surviving corporation which
is incorporated under the laws of the State of Delaware is 100 shares of Common
Stock, no par value per share.
IN WITNESS WHEREOF, this Certificate is hereby executed this 8th day of
January, 1999.
X-CEED, INC.
Surviving Corporation
By: /s/ Werner Haase
Werner Haase, Chief Executive Officer
2
CERTIFICATE OF MERGER
of
RESET, INC.
Into
XCEED INC.
Pursuant to Section 251(c) of the
State of Delaware General Corporation Law
The undersigned, being the Surviving corporation, hereby sets
forth as follows:
FIRST: The name of the Surviving corporation is Xceed Inc.; its state of
incorporation is Delaware.
SECOND: The name of the Non-Surviving corporation is Reset, Inc.; its state
of incorporation is Delaware.
THIRD: An Agreement of Merger has been approved, adopted, certified,
executed and acknowledged by each constituent corporation in accordance with
Section 251 of the State of Delaware General Corporation Law.
FOURTH: The Certificate of Incorporation of Xceed Inc. shall be the
Certificate of Incorporation of the Surviving corporation.
FIFTH: The executed Agreement of Merger is on file at the principal place
of business of the Surviving corporation; the address of said principal place of
business is as follows:
488 Madison Avenue
New York, New York 10022
SIXTH: A copy of the Agreement of Merger will be furnished by the Surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
SEVENTH: The authorized capital stock of the Non-Surviving corporation
which is incorporated under the laws of the State of Delaware is 100 shares of
Common Stock, no par value per share.
<PAGE>
IN WITNESS WHEREOF, this Certificate is hereby executed this 8th day of
January, 1999.
XCEED INC.
Surviving Corporation
By: /s/ Werner Haase
Werner Haase, Chief Executive Officer
2
NOTICE OF REDEMPTION OF
REDEEMABLE CLASS B WARRANTS OF
X-CEED, INC.
January 22, 1999
(The redemption period expires at
5:00 P.M. (New York time) February 21, 1999)
CUSIP Number 983709122
Pursuant to the provision of that certain Warrant Agreement
dated as of October 31, 1988 between Trilling Medical Technologies, Inc., which
name was changed to Water-Jel Technologies, Inc. and subsequently to X-ceed,
Inc. ("X-ceed" or the "Company"), American Stock Transfer and Trust Company and
D.H. Blair Investment Banking Corp., successor-in-interest to D.H. Blair & Co.,
Inc., X-ceed is hereby notifying holders of the Redeemable Class B Warrants (the
"Class B Warrants") that it is redeeming all outstanding Class B Warrants. On
February 22, 1999, the Company will redeem and cancel all unexercised Class B
Warrants by paying to the holders thereof a redemption price of $.40 for each
Class B Warrant.
Should holders elect to redeem their Class B Warrants, the
holders must complete the enclosed Letter of Transmittal. (Failure to complete
the substitute Form W-9 in this Letter of Transmittal may result in withholding
tax.) The Warrant Certificate(s) together with the completed Letter of
Transmittal must be delivered to the Warrant Agent at the following address:
American Stock Transfer and Trust Co.
40 Wall Street, 46th Floor
New York, NY 10005
The Warrant Certificate(s) and completed Letter of Transmittal must be received
by American Stock Transfer and Trust Co. prior to 5:00 P.M. (New York time) on
February 21, 1999. The Warrant Agent will issue checks representing the
redemption price to those holders redeeming their Class B Warrants as soon as
practicable thereafter.
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Alternatively, holders of the Class B Warrants may exercise
their right to purchase shares of the Company's Common Stock by paying to the
Company the exercise price of $6.00 multiplied by the number of Class B Warrants
being exercised prior to the end of business, 5:00 P.M. (New York time) on
February 21, 1999. Each Class B Warrant entitles the holder thereof to purchase
one (1) share of the Common Stock at $6.00 per share. It should be noted that
the closing bid price of the Company's Common Stock as traded on the NASDAQ
National Market (symbol "XCED") on January 21, 1999 was $10.75.
Holders seeking to exercise their Class B Warrants must
physically surrender their Class B Warrant Certificate(s) with the "Subscription
Section" completed on the rear of the Warrant Certificate(s) together with a
certified check or official bank check made payable to X-ceed, Inc. by delivery
to the Warrant Agent at the following address:
American Stock Transfer and Trust Co.
40 Wall Street, 46th Floor
New York, NY 10005
Physical surrender of the completed Warrant Certificate(s) and payment must be
received by American Stock Transfer and Trust Co. prior to 5:00 P.M. (New York
time) on February 21, 1999. The Warrant Agent will thereafter issue the
requisite number of shares of Common Stock to the name and address appearing
under the delivery instructions in the "Subscription Section."
In summary: Class B Warrant holders have three alternatives available to them:
1. Submit their Class B Warrants for redemption in accordance with the above
instructions.
2. Exercise their Class B Warrants in accordance with the above instructions.
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3. Sell the Class B Warrants on the over-the-counter "Bulletin Board." The
Warrants trade under the symbol "XCEDW."
If no action is taken, the warrants shall expire at 5:00 P.M.
(New York time) on February 21, 1999.
You are strongly urged to consult your legal, financial and
investment advisors regarding this Notice of Redemption. You are also encouraged
to review the Company's most recent filings: (i) the annual report on Form 10-K
for the fiscal year ended August 31, 1998 and (ii) the quarterly report on Form
10-Q for the quarter ended November 30, 1998, both as filed with the Securities
and Exchange Commission. These reports are available online at www.xceed.com
under the section entitled "Investor Info" or "SEC Filings."
For a copy of the Company's prospectus and subsequent
amendments thereto or other reports, or for further information regarding the
redemption of the Company's Class B Warrants, please feel free to communicate
with Alex Alaminos, Shareholder Relations, at 201-507-8320.
