8-K 1 form8-k.htm WDDD 8-K 06.01.10 form8-k.htm
 


UNITED STATES
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 (Date of earliest event reported): June 1, 2010

 
Worlds.com Inc.
(Exact name of registrant as specified in its charter)
 
New Jersey 0-24115 22-1848316
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
11 Royal Road, Brookline, Massachusetts 02445
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (617) 725-8900
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 5.07.  Submission of Matters to a Vote of Security Holders.

On June 1, 2010, the registrant held an annual meeting for its shareholders.  Following is a brief description of the matters presented to the shareholders and the voting results.

1.
Thom Kidrin, Bernard Stolar, Jay Coleman and Robert Fireman were duly elected directors of the Company.

 
The number of votes cast with respect to this matter was as follows:
       
Nominees for
Directors
For
Withheld
Thom Kidrin
34,263,394
2,153,989
Bernard Stolar
34,416,083
2,001,300
Jay Coleman
34,416,083
2,001,300
Robert Fireman
34,416,083
2,001,300
 
2.
The proposal to amend the Company’s Certificate of Incorporation to increase its authorized capital to 100,000,000  shares of common stock, par value of $0.001 per share, was approved.
 
 
The number of votes cast with respect to this matter was as follows:
   
FOR
34,279,683
AGAINST
2,136,700
ABSTAIN
1,000
 
 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.

3.
The proposal to amend the Company’s Certificate of Incorporation to increase its authorized capital to include 5,000,000 shares of newly authorized blank check preferred stock, par value of $0.001 per share, was approved.

The number of votes cast with respect to this matter was as follows:
 
FOR
34,123,794
AGAINST
2,292,589
ABSTAIN
1,000
 
 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.
 
4.            The proposal to authorize the Company’s Board of Directors to implement a reverse split of the Company’s outstanding Common Stock, at its discretion, in a ratio ranging from 1:2 to 1:20, was approved.
  
 

The number of votes cast with respect to this matter was as follows:
 
FOR
34,279,283
AGAINST
2,138,100
ABSTAIN
0
 
 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.

5.
The proposal to change the Company’s domicile from New Jersey to Delaware was approved.

The number of votes cast with respect to this matter was as follows:
 
FOR
34,410,283
AGAINST
1,600
ABSTAIN
2,005,500
 
 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.

6.
The proposal to authorize the Company’s Certificate of Incorporation in its new domicile to provide for authorized capital of 100,000,000 shares of common stock, par value of $0.001 per share, was approved.

The number of votes cast with respect to this matter was as follows:
 
FOR
34,278,183
AGAINST
2,138,200
ABSTAIN
1,000
 
 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.

7.
The proposal to authorize the Company’s Certificate of Incorporation in its new domicile to provide for authorized capital of 5,000,000 shares of blank check preferred stock, par value of $0.001 per share, was approved.

The number of votes cast with respect to this matter was as follows:
 
FOR
34,117,794
AGAINST
2,294,089
ABSTAIN
5,500
 
 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.

8.
The proposal to ratify and approve the adoption of the Company’s 2007 Stock Option Plan, and the awards previously issued thereunder was approved.

The number of votes cast with respect to this matter was as follows:
 
FOR
33,641,211
AGAINST
2,293,889
ABSTAIN
482,283
 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.

9.
The proposal to ratify the appointment by the Board of Directors of Bongiovanni & Associates, CPA’s, as independent public accountants for the Company for the current fiscal year was approved.

The number of votes cast with respect to this matter was as follows:
 
FOR
34,276,783
AGAINST
100
ABSTAIN
2,140,500
 
There were no broker held non-voted shares represented at the Meeting with respect to this matter.
    

 
 

 
 
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 hereunto duly authorized.

 
           WORLDS.COM INC.
   
Dated:  June 7, 2010
 
 
           By: /s/ Thomas Kidrin
                  Thomas Kidrin, President