-----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, H60IXzD7VMBohnk4SwKbSTfL5GQMt8yyYOV51+r75KbaE/4Ai+4UvtK89kNvtbH+ USVIss0wH8SgxRACzl5y8Q== 0001012118-99-000018.txt : 19990205 0001012118-99-000018.hdr.sgml : 19990205 ACCESSION NUMBER: 0001012118-99-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980114 ITEM INFORMATION: FILED AS OF DATE: 19990129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: X CEED INC CENTRAL INDEX KEY: 0000721176 STANDARD INDUSTRIAL CLASSIFICATION: 8742 IRS NUMBER: 133006788 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-13049 FILM NUMBER: 99515749 BUSINESS ADDRESS: STREET 1: 488 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127535511 MAIL ADDRESS: STREET 1: 488 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: X CEED INC DATE OF NAME CHANGE: 19980302 FORMER COMPANY: FORMER CONFORMED NAME: WATER JEL TECHNOLOGIES INC DATE OF NAME CHANGE: 19950425 FORMER COMPANY: FORMER CONFORMED NAME: TRILLING MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19910715 8-K 1 8-K 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): January 28, 1999 (January 14, 1999) Xceed Inc. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 0-13049 13-3006788 (Commission File Number) (I.R.S. Employer Identification No.) 488 Madison Avenue, New York, New York 10022 (Address and zip code of principal executive offices) 212-753-5511 (Registrant's telephone Number) ITEM 5. Other Events 1. On January 14, 1999, the Company's wholly owned subsidiary Reset, Inc. was merged into the Company, and accordingly, Reset, Inc. now operates as a division of Xceed Inc. under the name "Reset." Also on January 14, 1999, the Company's wholly owned subsidiary Mercury Seven, Inc. was merged into the Company, and accordingly, Mercury Seven, Inc. now operates as a division of the Company under the name "Mercury Seven." Additionally on January 14, 1999, the Company changed its name from "X-ceed, Inc." to "Xceed Inc." 2. On January 21, 1999, the Company's board of directors unanimously voted to redeem the Company's outstanding Redeemable Class B Warrants (the "Class B Warrants"). Pursuant to the terms of the warrant agreement dated October 31, 1988 (the "Warrant Agreement"), the Company has the right to redeem the Class B Warrants if the average closing bid price of the Company's common stock for twenty (20) consecutive business days ending within fifteen (15) days of giving the Notice of Redemption exceeded $9.00 a share. The average closing bid price of the Company's common stock between December 23, 1998 and January 21, 1999 (20 business days) exceeded $9.00 a share. The Company issued a Notice of Redemption on January 22, 1999 which was transmitted to the Company's warrant agent, American Stock Transfer & Trust Co., for mailing to holders of record of the Class B Warrants and broker-dealers holding the Class B Warrants for their customers. Under the terms of the Warrant Agreement, if holders elect to exercise their Class B Warrants, the last day for exercise is February 20, 1999. Holders of Class B Warrants who elect to redeem their Class B Warrants have until the close of business, 5:00 P.M. (New York time), February 21, 1999 to surrender their certificates for redemption and receive a redemption price of $.40 for each Class B Warrant redeemed. As of January 19, 1999, the Company's transfer agent reported that there were 1,883,758 Class B Warrants outstanding. 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. Xceed Inc. (Registrant) By: /s/ Werner Haase Werner Haase, President DATED: January 28, 1999 2 Exhibits 2(i) Certificate of Merger of Mercury Seven, Inc. into X-ceed, Inc. and Name Change* 2(j) Certificate of Merger of Reset, Inc. into Xceed Inc.* 20(g) Notice of Redemption dated January 22, 1999* - - ----------------- * Filed herewith 3 EX-2 2 (K) CERT. OF MERGER OF MERCURY SEVEN INTO X-CEED CERTIFICATE OF MERGER of MERCURY SEVEN, INC. Into X-CEED, INC. Pursuant to Section 251(c) of the State of Delaware General Corporation Law The undersigned, being the Surviving corporation, hereby sets forth as follows: FIRST: The name of the Surviving corporation is X-ceed, Inc.; its state of incorporation is Delaware. SECOND: The name of the Non-Surviving corporation is Mercury Seven, Inc.; its state of incorporation is Delaware. THIRD: An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each constituent corporation in accordance with Section 251 of the State of Delaware General Corporation Law. FOURTH: (a) The Certificate of Incorporation of X-ceed, Inc. shall be the Certificate of Incorporation of the Surviving corporation. (b) The amendment in the Certificate of Incorporation of the Surviving Corporation that is to be effected by this Merger is as follows: Paragraph FIRST of the Certificate of Incorporation of X-ceed, Inc. setting forth the name is to be changed to Xceed Inc. FIFTH: The executed Agreement of Merger is on file at the principal place of business of the Surviving corporation; the address of said principal place of business is as follows: 488 Madison Avenue New York, New York 10022 SIXTH: A copy of the Agreement of Merger will be furnished by the Surviving corporation, on request and without cost, to any stockholder of any constituent corporation. SEVENTH: The authorized capital stock of the Non-Surviving corporation which is incorporated under the laws of the State of Delaware is 100 shares of Common Stock, no par value per share. IN WITNESS WHEREOF, this Certificate is hereby executed this 8th day of January, 1999. X-CEED, INC. Surviving Corporation By: /s/ Werner Haase Werner Haase, Chief Executive Officer 2 EX-2 3 (J) CERT. OF MERGER OF RESET, INC. INTO XCEED INC. CERTIFICATE OF MERGER of RESET, INC. Into XCEED INC. Pursuant to Section 251(c) of the State of Delaware General Corporation Law The undersigned, being the Surviving corporation, hereby sets forth as follows: FIRST: The name of the Surviving corporation is Xceed Inc.; its state of incorporation is Delaware. SECOND: The name of the Non-Surviving corporation is Reset, Inc.; its state of incorporation is Delaware. THIRD: An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each constituent corporation in accordance with Section 251 of the State of Delaware General Corporation Law. FOURTH: The Certificate of Incorporation of Xceed Inc. shall be the Certificate of Incorporation of the Surviving corporation. FIFTH: The executed Agreement of Merger is on file at the principal place of business of the Surviving corporation; the address of said principal place of business is as follows: 488 Madison Avenue New York, New York 10022 SIXTH: A copy of the Agreement of Merger will be furnished by the Surviving corporation, on request and without cost, to any stockholder of any constituent corporation. SEVENTH: The authorized capital stock of the Non-Surviving corporation which is incorporated under the laws of the State of Delaware is 100 shares of Common Stock, no par value per share. IN WITNESS WHEREOF, this Certificate is hereby executed this 8th day of January, 1999. XCEED INC. Surviving Corporation By: /s/ Werner Haase Werner Haase, Chief Executive Officer 2 EX-20 4 (G) NOTICE OF REDEMPTION DATED JANUARY 22, 1999 NOTICE OF REDEMPTION OF REDEEMABLE CLASS B WARRANTS OF X-CEED, INC. January 22, 1999 (The redemption period expires at 5:00 P.M. (New York time) February 21, 1999) CUSIP Number 983709122 Pursuant to the provision of that certain Warrant Agreement dated as of October 31, 1988 between Trilling Medical Technologies, Inc., which name was changed to Water-Jel Technologies, Inc. and subsequently to X-ceed, Inc. ("X-ceed" or the "Company"), American Stock Transfer and Trust Company and D.H. Blair Investment Banking Corp., successor-in-interest to D.H. Blair & Co., Inc., X-ceed is hereby notifying holders of the Redeemable Class B Warrants (the "Class B Warrants") that it is redeeming all outstanding Class B Warrants. On February 22, 1999, the Company will redeem and cancel all unexercised Class B Warrants by paying to the holders thereof a redemption price of $.40 for each Class B Warrant. Should holders elect to redeem their Class B Warrants, the holders must complete the enclosed Letter of Transmittal. (Failure to complete the substitute Form W-9 in this Letter of Transmittal may result in withholding tax.) The Warrant Certificate(s) together with the completed Letter of Transmittal must be delivered to the Warrant Agent at the following address: American Stock Transfer and Trust Co. 40 Wall Street, 46th Floor New York, NY 10005 The Warrant Certificate(s) and completed Letter of Transmittal must be received by American Stock Transfer and Trust Co. prior to 5:00 P.M. (New York time) on February 21, 1999. The Warrant Agent will issue checks representing the redemption price to those holders redeeming their Class B Warrants as soon as practicable thereafter. Alternatively, holders of the Class B Warrants may exercise their right to purchase shares of the Company's Common Stock by paying to the Company the exercise price of $6.00 multiplied by the number of Class B Warrants being exercised prior to the end of business, 5:00 P.M. (New York time) on February 21, 1999. Each Class B Warrant entitles the holder thereof to purchase one (1) share of the Common Stock at $6.00 per share. It should be noted that the closing bid price of the Company's Common Stock as traded on the NASDAQ National Market (symbol "XCED") on January 21, 1999 was $10.75. Holders seeking to exercise their Class B Warrants must physically surrender their Class B Warrant Certificate(s) with the "Subscription Section" completed on the rear of the Warrant Certificate(s) together with a certified check or official bank check made payable to X-ceed, Inc. by delivery to the Warrant Agent at the following address: American Stock Transfer and Trust Co. 40 Wall Street, 46th Floor New York, NY 10005 Physical surrender of the completed Warrant Certificate(s) and payment must be received by American Stock Transfer and Trust Co. prior to 5:00 P.M. (New York time) on February 21, 1999. The Warrant Agent will thereafter issue the requisite number of shares of Common Stock to the name and address appearing under the delivery instructions in the "Subscription Section." In summary: Class B Warrant holders have three alternatives available to them: 1. Submit their Class B Warrants for redemption in accordance with the above instructions. 2. Exercise their Class B Warrants in accordance with the above instructions. 3. Sell the Class B Warrants on the over-the-counter "Bulletin Board." The Warrants trade under the symbol "XCEDW." If no action is taken, the warrants shall expire at 5:00 P.M. (New York time) on February 21, 1999. You are strongly urged to consult your legal, financial and investment advisors regarding this Notice of Redemption. You are also encouraged to review the Company's most recent filings: (i) the annual report on Form 10-K for the fiscal year ended August 31, 1998 and (ii) the quarterly report on Form 10-Q for the quarter ended November 30, 1998, both as filed with the Securities and Exchange Commission. These reports are available online at www.xceed.com under the section entitled "Investor Info" or "SEC Filings." For a copy of the Company's prospectus and subsequent amendments thereto or other reports, or for further information regarding the redemption of the Company's Class B Warrants, please feel free to communicate with Alex Alaminos, Shareholder Relations, at 201-507-8320. -----END PRIVACY-ENHANCED MESSAGE-----