WORLDWIDE XCEED GROUP INC
8-K, EX-99.1, 2001-01-05
COMPUTER INTEGRATED SYSTEMS DESIGN
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FOR IMMEDIATE RELEASE

Global Communications:
Carol Weber
Worldwide Xceed Group, Inc.
Tel: (212) 553-2445
Fax: (212) 553-3124
[email protected]
----------------


                      XCEED ANNOUNCES INCREASE IN SHARES OF
                            OUTSTANDING COMMON STOCK

JANUARY 4, 2001; New York, NY - Worldwide Xceed Group, Inc. (NASDAQ: XCED), a
leading digital strategy and professional services firm, today announced updated
figures for its outstanding number of shares of common and preferred stock.
Xceed reported that 42,674,300 shares of its common stock, $0.01 par value per
share, and 24,319 shares of its series A cumulative convertible preferred stock,
$0.05 par value per share, were outstanding as of January 3, 2001. In Xceed's
Annual Report on Form 10-K for the fiscal year ended August 31, 2000, Xceed
reported that 26,762,518 shares of its common stock, $0.01 par value per share,
and 28,353 shares of its series A cumulative convertible preferred stock, $0.05
par value per share, were outstanding as of November 9, 2000. The increase in
outstanding common stock and decrease in outstanding preferred stock since
November 2000 were chiefly the result of additional conversions of preferred
stock into common stock.

ABOUT XCEED
Xceed (www.xceed.com) provides strategic consulting and digital solutions to
enable Fortune 1000 and other companies and market leaders to compete more
effectively in the network economy. Xceed leverages strategic relationships,
vertical industry expertise and proprietary solutions to accelerate the
development of e-business models that make enterprises smarter, faster and more
valuable. With approximately 450 interactive professionals, Xceed is
headquartered in New York City with offices in Atlanta, Chicago, Colorado
Springs, Dallas, Los Angeles, Phoenix, Amsterdam and London.

XCEED IS A TRADEMARK OF WORLDWIDE XCEED GROUP, INC.


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IMPORTANT NOTE:

THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS THAT REFLECT XCEED'S
CURRENT EXPECTATIONS ABOUT ITS FUTURE RESULTS, PERFORMANCE, PROSPECTS AND
OPPORTUNITIES. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE CURRENT BELIEFS
OF XCEED'S MANAGEMENT AS WELL AS ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY
AVAILABLE TO, XCEED'S MANAGEMENT. XCEED HAS TRIED TO IDENTIFY THESE
FORWARD-LOOKING STATEMENTS BY USING WORDS SUCH AS "BELIEVE," "EXPECT,"
"ANTICIPATE," "INTEND," "ESTIMATE," AND SIMILAR EXPRESSIONS. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A NUMBER OF RISKS, UNCERTAINTIES AND
OTHER FACTORS THAT COULD CAUSE XCEED'S ACTUAL RESULTS, PERFORMANCE, PROSPECTS OR
OPPORTUNITIES IN THE REMAINDER OF 2000 AND BEYOND TO DIFFER MATERIALLY FROM
THOSE EXPRESSED IN, OR IMPLIED BY, THESE FORWARD-LOOKING STATEMENTS. THESE
RISKS, UNCERTAINTIES AND OTHER FACTORS INCLUDE, BUT ARE NOT LIMITED TO: XCEED'S
LIMITED OPERATING HISTORY; XCEED'S OPERATING LOSSES; XCEED'S POTENTIAL NEED TO
RAISE ADDITIONAL CAPITAL TO CONTINUE OPERATIONS; XCEED'S ABILITY TO SUCCESSFULLY
INTEGRATE ACQUIRED COMPANIES INTO ITS OPERATIONS, WHICH COULD SLOW XCEED'S
GROWTH; FURTHER STRAIN ON XCEED'S RESOURCES CAUSED BY CONTINUING GROWTH, WHICH
COULD HINDER XCEED'S BUSINESS AND RESULTS OF OPERATIONS; XCEED'S REVENUES COULD
BE NEGATIVELY AFFECTED BY THE LOSS OF KEY CUSTOMERS; XCEED HAS ONLY LIMITED
PROTECTION OF PROPRIETARY RIGHTS; XCEED'S BUSINESS WILL BE NEGATIVELY AFFECTED
IF XCEED DOES NOT KEEP UP WITH THE INTERNET'S RAPID TECHNOLOGICAL CHANGES;
XCEED'S BUSINESS MAY BE NEGATIVELY AFFECTED IF XCEED FAILS TO ACCURATELY
ESTIMATE THE TIME AND RESOURCES NECESSARY FOR THE PERFORMANCE OF ITS SERVICES;
XCEED'S DEPENDENCE ON MANAGEMENT FOR ITS CONTINUED OPERATIONS AND GROWTH;
XCEED'S NEW MANAGEMENT'S LIMITED KNOWLEDGE AND INFORMATION CONCERNING PRIOR
EVENTS AND COMPANY ACTIVITIES; XCEED'S ABILITY TO RECRUIT AND RETAIN QUALIFIED
PROFESSIONALS, WHO ARE CURRENTLY IN HIGH DEMAND; IF CLIENTS DO NOT REHIRE XCEED
FOR NEW PROJECTS, OR IF THEY TERMINATE OR REDUCE THE SCOPE OF EXISTING PROJECTS,
XCEED'S REVENUES MAY DECLINE; XCEED COMPETES IN A NEW AND HIGHLY COMPETITIVE
MARKET THAT HAS LOW BARRIERS TO ENTRY; XCEED MUST MAINTAIN ITS REPUTATION AND
EXPAND ITS NAME RECOGNITION TO REMAIN COMPETITIVE; XCEED'S BUSINESS DEPENDS ON
CONTINUED GROWTH IN THE USE OF THE INTERNET; XCEED'S BUSINESS IS SUBJECT TO U.S.
AND FOREIGN GOVERNMENT REGULATION OF THE INTERNET; DIFFICULTIES PRESENTED BY
INTERNATIONAL FACTORS COULD NEGATIVELY AFFECT XCEED'S BUSINESS; THE CONVERSION
OF XCEED'S SERIES A PREFERRED STOCK AND THE EXERCISE OF THE RELATED WARRANTS
COULD RESULT IN SUBSTANTIAL NUMBERS OF ADDITIONAL SHARES BEING ISSUED IF XCEED'S
MARKET PRICE DECLINES; XCEED MAY ISSUE ADDITIONAL SHARES AND DILUTE INDIVIDUAL
STOCKHOLDERS' OWNERSHIP PERCENTAGES; SUBSTANTIAL SALES OF XCEED'S COMMON STOCK
COULD CAUSE THE STOCK PRICE TO FALL; XCEED MAY BE REQUIRED TO PAY SUBSTANTIAL
PENALTIES TO THE HOLDERS OF ITS SERIES A PREFERRED STOCK IF SPECIFIC EVENTS
OCCUR; IF XCEED'S COMMON STOCK IS REMOVED FROM NASDAQ, THE MARKETABILITY OF ITS
COMMON STOCK WILL BE DECREASED SUBSTANTIALLY; AND THE MARKET PRICE OF XCEED'S
COMMON STOCK MAY BE VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR
INDIVIDUAL STOCKHOLDERS. FOR FURTHER INFORMATION ABOUT THESE AND OTHER RISKS,
UNCERTAINTIES AND FACTORS, PLEASE REVIEW THE DISCLOSURE INCLUDED UNDER THE
CAPTION "RISK FACTORS" IN XCEED'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED AUGUST 31, 2000.

XCEED UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR CHANGED
CIRCUMSTANCES OR FOR ANY OTHER REASON.

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