<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________
CURRENT REPORT
ON
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
____________________________
Date of Report (Date of earliest event reported): September 21, 2000
____________________________
XCEED INC.
(Exact name of registrant as specified in its charter)
____________________________
<TABLE>
<S> <C> <C>
Delaware 0-13049 13-3006788
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
</TABLE>
233 Broadway, New York, New York 10279
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 553-3112
____________________________
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
On September 18, 2000, Xceed Inc. (the "Company") announced implementation
of a detailed restructuring plan adopted by its board of directors in August,
2000 to streamline the Company's operations. In connection therewith, the
Company has accepted the resignation of or terminated six executives, who joined
the Company in connection with various acquisitions the Company consummated over
the last two years, and approximately 75 employees located in the Company's
various offices across the United States .
In addition to the foregoing, the Company's Chief Financial Officer, John
Gandolfo, has informed the Company he will resign from the Company effective
September 29, 2000, in order to pursue another career opportunity in an
unrelated industry.
The Company is making this Current Report on Form 8-K solely as a source of
information for its stockholders.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) Financial Statements.
Not Applicable.
(c) Exhibits.
None
<PAGE>
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 thereunto duly authorized.
XCEED INC.
(Registrant)
/s/ Howard A. Tullman
Date: September 21, 2000 ---------------------------------------
Howard A. Tullman, Chief Executive Officer
