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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: May 30, 2000
HMG WORLDWIDE CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-13121 13-3402432
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(State or other jurisdiction (Commission File No.) (Employer
of incorporation) Identification No.)
475 Tenth Avenue, 12th Floor, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 736-2300
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Item 5. Other Events
On May 30, 2000, our HMGe subsidiary acquired Mark Zeff Consulting
Group, Inc., an interior design business, and a majority interest in a joint
venture with Mark Zeff to design, market and sell personal care, lifestyle and
other products under the "Zeff" brand or name. For accounting purposes, the
acquisition of Mark Zeff Consulting Group, Inc. will be treated as if that
company had been acquired as of January 1, 2000. In consideration for the
acquisition, we issued 316,750 shares of our common stock and agreed to grant
Mark Zeff employee stock options to purchase up to an aggregate of 150,000
shares if certain annual revenue benchmarks are achieved by Mark Zeff Consulting
Group, Inc. Mark Zeff was also granted a three-year employment agreement by Mark
Zeff Consulting Group, Inc. under which he will be entitled to receive a base
salary in the amount of $250,000 per year plus incentive compensation based upon
annual revenues achieved by that company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(C) Exhibits
1. Stock Purchase Agreement, dated May 31, 2000, by and among HMG
Worldwide Corporation, HMG-e, Inc., Mark Zeff Consulting
Group, Inc., The Glade Corp. and Mark Zeff.
2. Employment Agreement, dated May 31, 2000, by and among HMG-e,
Inc., Mark Zeff Consulting Group, Inc., and Mark Zeff.
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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.
Dated: June 22, 2000 HMG WORLDWIDE CORPORATION
(Registrant)
By: /s/ Robert V. Cuddihy, Jr.
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Robert V. Cuddihy, Jr.
Chief Financial Officer
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