-----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, JM2iPKXN9JvQlX+rADnDhVRLRTlvJ+UL8EDoB6zYEOSOm6+Yi2yT5AUGErzA+ShE +pavISdmHp9tefjoB19mYA== 0001094891-99-000013.txt : 19990923 0001094891-99-000013.hdr.sgml : 19990923 ACCESSION NUMBER: 0001094891-99-000013 CONFORMED SUBMISSION TYPE: DEL AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990922 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: DEL AM SEC ACT: SEC FILE NUMBER: 333-10838 FILM NUMBER: 99715045 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 DEL AM 1 DELAYING AMENDMENT TO FORM SB-2 As filed with the Securities and Exchange Commission on September 22,1999 Registration No. 333-10838 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------ FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. 1) ------------------------------------------------ WORLDS INC. (Name of small business issuer in its charter) New Jersey 7370 22-1848316 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 15 Union Wharf Thomas Kidrin, CEO Boston, Massachusetts 02109 15 Union Wharf (617) 725-8900 Boston, Massachusetts 02109 (Address and telephone number (617) 725-8900 of registrant's principal executive (Name, address and telephone offices and principal place of number of agent for service) business)
------------------------------------------------ Copies to: David Alan Miller, Esq. Graubard Mollen & Miller 600 Third Avenue New York, New York 10016 Telephone: (212) 818-8800 Approximate Date of Commencement of Proposed Sale to Public: At the discretion of the selling shareholders. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _____________________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement of the earlier effective registration statement for the same offering. [ ] _____________________ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]______________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount Title of Each Amount Maximum Maximum of Class of Securities to be Offering Price Aggregate Registration to be Registered Registered(1) Per Security Offering Price Fee Common Stock par value $0.001(2)......... 882,500 $3.875(5) $3,419,688 $950.67 Common Stock(3).......................... 441,250 $5.00 (6) 2,206,250 613.34 Common Stock(4).......................... 187,500 $3.875(5) 726,563 201.98 ---------- ------ --------- --------- Total............................................................................................. $1,765.99
- ------------------------------------- (1) Excludes an aggregate of 2,222,700 shares of common stock and 1,603,375 shares of common stock issuable upon exercise of options and warrants, all of which were previously registered pursuant to a registration statement on Form SB-2 (No. 333-49453), and all of which are covered by the prospectus included in this registration statement pursuant to Rule 429 under the Securities Act of 1933, as amended ("Securities Act"). The filing fee associated with the 3,826,075 shares of common stock being carried over from the prior registration statement was $2,688.59, which was previously paid with the prior registration statement. Pursuant to Rule 416 under the Securities Act, this registration statement also covers any additional shares which may be issuable by virtue of the anti-dilution provisions contained in the options and warrants. (2) Represents shares of common stock to be sold from time to time for the account of certain shareholders. These shares were issued by us in or in connection with our private placement in June and August 1999. (3) Represents shares of common stock to be sold from time to time for the account of certain persons. These shares are issuable by us to such persons upon the exercise of options and warrants issued in or in connection with our private placement in June and August 1999. Pursuant to Rule 416 under the Securities Act, this registration statement also covers any additional shares which may be issuable by virtue of the anti-dilution provisions contained in the options and warrants. (4) Represents shares of common stock to be sold from time to time for the account of an entity to which we issued such shares in connection with a strategic relationship. (5) Represents the last sale price of a share of our common stock as reported by the OTC Bulletin Board on August 30, 1999, pursuant to Rule 457 under the Securities Act. (6) Represents the average weighted exercise prices of the options and/or warrants. ---------------------------- The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 2 SIGNATURES In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and has authorized this registration statement or amendment to be signed on its behalf by the undersigned, in the City of Boston on the 21st day of September, 1999. WORLDS INC. By: /s/ Thomas Kidrin --------------------- Thomas Kidrin, President In accordance with the requirements of the Securities Act, this registration statement or amendment was signed by the following persons in the capacities and on the dates stated: Signature Title Date - --------------------- --------------------------- -------------- /s/ Steven G. Chrust Chairman September 21, 1999 - --------------------- Steven G. Chrust /s/ Thomas Kidrin Director, Chief Executive September 21, 1999 - --------------------- Officer, Chief Financial and Thomas Kidrin Accounting Officer /s/ Michael Scharf Director September 21, 1999 - -------------------- Michael J. Scharf /s/ Kenneth A. Locker Director September 21, 1999 - -------------------- Kenneth A. Locker 3 -----END PRIVACY-ENHANCED MESSAGE-----