-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TVu/ByKe6UFaIfNrqPti6AJxJeuJ1UguHXcpRicNd52tidWAag5FaLcLgRjU5pPM jkvvTJSbqXB8potejZNBkA== 0001094891-00-000274.txt : 20000425 0001094891-00-000274.hdr.sgml : 20000425 ACCESSION NUMBER: 0001094891-00-000274 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDS INC CENTRAL INDEX KEY: 0000001961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 221848316 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-24115 FILM NUMBER: 607139 BUSINESS ADDRESS: STREET 1: 15 UNION WHARF CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6177258900 MAIL ADDRESS: STREET 1: 15 UNION WHARF CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: ACADEMIC COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER INDUSTRIES LTD DATE OF NAME CHANGE: 19690318 10KSB/A 1 AMENDMENT TO ANNUAL REPORT FOR 12/31/99 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Amendment No. 1 FORM 10-KSB/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 ---------------------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to ____________________ Commission file number WORLDS.COM INC. ----------------------------------- (Name of small business issuer in its charter) New Jersey 22-1848316 - ------------------------------------ ----------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 15 Union Wharf, Boston, Massachusetts 02019 - ------------------------------------------ ------------------------ (Address of Principal Executive Offices) (Zip Code) Issuer's telephone number: (617) 725-8900 --------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $.001 per share Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] State issuer's revenues for its most recent fiscal year: $507,499. --------- As of March 27, 2000, the aggregate market value of the issuer's common stock (based on its reported last sale price on the OTC Bulletin Board) held by non-affiliates of the issuer was approximately $53,017,518. At March 27, 2000, 17,738,531 shares of issuer's common stock were outstanding. The undersigned registrant hereby amends its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999 solely to amend Items 11 and 13 of Part III in order to correct the beneficial ownership of Mr. Steven A. Greenberg and to include Exhibit 23, as set forth in this amendment. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth, as of March 27, 2000, information regarding the beneficial ownership of our common stock based upon the most recent information available to us for (i) those persons or group of persons known by us to beneficially own more than five percent (5%) of our voting securities, (ii) each director and director-nominee of Worlds, (iii) each current executive officer whose compensation exceeded $100,000 in 1999, and (iv) all executive officers and directors of Worlds, as a group. Amount and Nature Name and Address of Beneficial Owner of Beneficial Owner Percent of Class - ------------------------------------ ------------------- ---------------- Steven Chrust 2,927,113(1) 15.5% Michael J. Scharf 1,391,250(2)(3) 7.8% Thomas Kidrin 1,348,333(2)(4) 7.6% Kenneth A. Locker 100,000(3)(5) * William Harvey -0-(6) * Steven A. Greenberg 3,364,342(7) 19.0% All Executive Officers and Directors 5,766,696(8) 30.5% as a Group (5 persons) _____________________________ * less than 1% (1) Includes 1,000,000 shares underlying currently exercisable warrants owned by SGC Advisory Services. Also includes (a) warrants to purchase 15,000 shares of common stock and (b) currently exercisable options to purchase 98,832 shares of common stock. Also includes 1,363,342 shares of common stock currently owned by Steven Greenberg, which Mr. Chrust has the option to purchase ("Chrust Option"). Does not include options to purchase 188,668 shares of common stock which vest in two equal annual installments, commencing in March 2001. (2) Messrs. Scharf, Kidrin and Greenberg have agreed to vote shares owned by them for the election of Mr. Chrust as a director through March 2002. (3) Does not include 5,000 shares of common stock issuable upon exercise of options, which vest in three equal annual installments, commencing in December 2000. (4) Includes 58,333 shares of common stock issuable upon exercise of currently exercisable options. Does not include 116,667 shares issuable upon exercise of options, which vest in two equal annual installments, commencing in March 2001. (5) Represents shares of common stock issuable upon exercise of currently exercisable stock options. 2 (6) Does not include 50,000 shares of common stock issuable upon exercise of options, which vest in three equal annual installments, commencing in November 2000. (7) Includes the 1,363,342 shares of common stock subject to the Chrust Option. (8) Includes the shares referred to as being included in notes (1), (3), (4) and (5). ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits Filed. See Exhibit Index appearing later in this Report. (b) Reports on Form 8-K. None. 3 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 19, 2000 WORLDS.COM INC. (Registrant) By: /s/ Thomas Kidrin -------------------- Name: Thomas Kidrin Title: President and Chief Executive Officer In accordance with the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Title Date - ------------- ----------- ----- /s/ Thomas Kidrin President, Chief Executive April 19, 2000 - ----------------------------- Officer and Director (Chief Thomas Kidrin Financial Accounting Officer) /s/ Steven G. Chrust Chairman April 6, 2000 - ----------------------------- Steven G. Chrust Director April __, 2000 - ----------------------------- Kenneth A. Locker /s/ Michael J. Scharf Director April 6, 2000 - ----------------------------- Michael J. Scharf Director April __, 2000 - ----------------------------- William Harvey 4 EXHIBIT INDEX Incorporated Exhibit By Reference No. in Number Description from Document Ddocument Page - ------ ----------- -------- -------- ---- 3.1 Certificate of Incorporation A 3.1 3.1.1 Certificate of Amendment of the Certificate B 3.1.1 of Incorporation 3.1.2 Certificate of Merger A 3.1.1 3.2 By-Laws A 3.2 4.1 Specimen common stock Certificate A 4.1 4.2 1997 Incentive and Non-Qualified Stock C 4.1 Option Plan, as amended 4.3 Form of Employee Incentive/Non-Incentive C 4.2 Stock Option Agreement under the 1997 Incentive and Non-Qualified Stock Option Plan 4.4 Form of Consultant Non-Incentive Stock C 4.3 Option Agreement under the 1997 Incentive and Non-Qualified Stock Option Plan 4.5 Form of Director Non-Incentive Stock C 4.4 Option Agreement under the 1997 Incentive and Non-Qualified Stock Option Plan 4.6 Form of Community Leader Stock Option C 4.5 Agreement under the 1997 Incentive and Non-Qualified Stock Option Plan 4.10 Schedule of Option Grants under Benefit C 4.9 Plans 10.1 Merger Agreement between Worlds D 99 Acquisition Corp. and Academic Computer Systems, Inc. 10.2 Consulting Agreement between the B 10.2 Registrant and SGC Advisory, Inc. 23 Consent of BDO Seidman, LLP - - Filed Herewith 27 Financial Data Schedule B 27 99 Risk Factors B 99
A. Registrant's Registration Statement No. 2-31876. B. Registrant's Annual Report on Form 10-KSB filed on March 30, 2000. C. Registrant's Registration Statement on Form S-8 (File No. 333-89937). D. Registrant's Current Report on Form 8-K filed on December 18, 1997. 5 EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Worlds.com Inc. We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (file No. 333-89937) of Worlds.com Inc (previously Worlds Inc.) of our report dated March 10, 2000, relating to the financial statements of Worlds.com Inc. (a development stage enterprise) appearing in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999. Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern. BDO SEIDMAN, LLP /s/ BDO SEIDMAN, LLP _____________________ New York, New York April 24, 2000 -----END PRIVACY-ENHANCED MESSAGE-----