-----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, IkS9h4BzR8fxiCRdT1MtI9tMDIfA8A6GzYDYQ62MYF3RilAU8c9aFCtcpZmc8bif SUKbRAfvo38pwXVKwatG1A== 0001006708-03-000017.txt : 20031106 0001006708-03-000017.hdr.sgml : 20031106 20031106143842 ACCESSION NUMBER: 0001006708-03-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031106 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VILLAGEWORLD COM INC CENTRAL INDEX KEY: 0001006708 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 113137508 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28058 FILM NUMBER: 03982019 BUSINESS ADDRESS: STREET 1: 620 JOHNSON AVE STREET 2: SUITE 1B CITY: BOHMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 6312180700 MAIL ADDRESS: STREET 1: 620 JOHNSON AVE CITY: BOHEMIA STATE: NY ZIP: 11716 FORMER COMPANY: FORMER CONFORMED NAME: BIG CITY BAGELS INC DATE OF NAME CHANGE: 19960311 8-K 1 doc1.txt 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): October 15, 2003 VILLAGEWORLD.COM, INC. ---------------------- (Exact name of Registrant as specified in its charter) New York --------------------------------- (State or other jurisdiction of incorporation) 0-28058 11-3137508 -------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 110 Ricefield Lane, Hauppauge, New York 11788 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (631) 231-2070 620 Johnson Avenue, Suite 1B, Bohemia, New York 11716 ----------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS As of October 15, 2003, the Company's subsidiaries, VillageNet, Inc. and Intelligent Computer Solutions, Inc. have ceased operations in preparation for the consummation of the merger of Biometrics 2000 Corporation ("Biometrics") into the Company's wholly owned subsidiary, Biometrics 2000 Acquisition Corporation ("BAC"). The Company is continuing work on certain consulting projects; however, it is anticipated that the operations of the Company following the consummation of the merger will consist of continuing and advancing the business of Biometrics 2000 Corporation, the design, development and distribution of next generation biometric tactile sense access control devices and advanced fingerprint scanner/verifier hardware and software. On October 29, 2003, the Company; BAC, Biometrics and certain shareholders of Biometrics entered into an Agreement and Plan of Merger (the "Agreement") pursuant to which Biometrics is to merge into BAC and the stockholders of BAC will be issued 55% of the issued and outstanding stock of the Company after giving effect to the merger. In addition, pursuant to the Agreement, the Company's certificate of incorporation will be amended to: (i) change the name of the Company from "Villageworld.com, Inc." to "Biometrics 2000 Corporation"; and (ii) increase the Company's authorized capital to 400,000,000 shares of common stock, $0.001 par value per share. The Agreement was approved by the Board of Directors of the Company and stockholders of the Company that represent 58% of the issued and outstanding stock of the Company on BAC on October 29, 2003. The Company is preparing an information statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 with respect to the transactions contemplated by the Agreement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following documents are being filed herewith by the Company as exhibits to this Current Report on Form 8-K: 99.1 Press release of the Company dated November 6, 2003. 99.2 Press release of the Company dated November 5, 2003. 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. VILLAGEWORLD.COM, INC. ----------------------- (Registrant) Date: November 6, 2003 By: /s/ --- Celia I. Schiffner Chief Financial Officer EX-99.1 3 doc2.txt VILLAGEWORLD.COM, INC. SIGNS AGREEMENT TO AQUIRE BIOMETRICS 2000 CORPORATION BOHEMIA, NY - November 4, 2003 - VillageWorld.com, Inc. (OTC BB: VILW) (www.villageworld.com), today announced that it signed an agreement with Biometrics 2000 Corporation of Springfield, MA that provides for the merger of Biometrics 2000 into a wholly owned subsidiary of Villageworld. The merger agreement was signed by representatives from Biometrics 2000 and Villageworld. Biometrics 2000 Corporation ("BIO"), founded in 2000, is a Springfield, MA based developer and reseller of unique biometric products for access control. BIO is led by Joseph Turek, one of the world's leading biometrics experts. Mr. Turek is Chairman of the Biometrics Industry Group, a director of the Security Industry Association, and a member of the Homeland Security Group, which is recommending biometric standards and specifications for access control devices to Congress and the Homeland Security Department. Terms of the merger agreement provide that BIO will merger into a wholly owned subsidiary of Villageworld and in exchange the shareholders of BIO will be issued shares of Villageworld's Common Stock that will approximate 55 percent of the outstanding shares of Villageworld following the transaction, calculated on a fully diluted basis. About VillageWorld.com VillageWorld.com designs, supplies, implements, operates and maintains advanced secure high-speed data networks for universities, school systems, the military and business including all related hardware, software and network facilities. The Company also provides Internet/Intranet messaging and security products and chat room, shopping cart, advertising, web hosting and co-location software and services. The Company is a reseller for Cisco Systems (CSCO), Lucent Technologies (LU), Nortel Networks (NT), Sun Microsystems (SUNW), Fore Systems and others in the Network Integration business. About Biometrics 2000 Biometrics 2000 is a company that develops identification and security products that recognize people through their unique characteristics such as fingerprints. Fingerprint readers solve the significant problems associated with traditional access methods from a security standpoint. Fingerprint technology also will be preferred in the future over other methods such as smart cards, magnetic stripe cards and conventional keys all of which can be lost or stolen. This news release may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the safe harbor provisions of the U.S. federal securities laws. These include, among others things, statements about expectations of future revenues, cash flows and capital requirements. Forward-looking statements are subject to risks and uncertainties that may cause the company's results to differ materially from expectations. These risks include the company's ability to consummate the merger, the company's ability to further develop its business, the company's ability to develop appropriate strategic alliances and successful development and implementation of technology, acceptance of the company's products and services, and other such risks as the company may identify and discuss from time to time, including those risks disclosed in the company's filings with the Securities and Exchange Commission. Accordingly, there is no certainty that the company's plans will be achieved. CONTACTS: Peter J. Keenan, CEO, VillageWorld.Com, Inc., 631-231-2070 Joseph J. Turek, President, Biometrics 2000, 413-736-9700 EX-99.2 4 doc3.txt VILLAGEWORLD.COM, INC. CEASES OPERATIONS OF ITS ICS AND VILLAGENET SUBSIDIARIES BOHEMIA, NY - November 7, 2003 - VillageWorld.com, Inc. (OTC BB: VILW) (www.villageworld.com), today announced that it has ceased operations of its Intelligent Computer Solutions and Villagenet subsidiaries. The company believes this strategy will allow them to conserve cash and focus on its new direction of high tech security solutions. The company took a major step forward in this strategy this week when it announced its signed agreement with Biometrics 2000 Corporation of Springfield, MA, that provides for the merger of Biometrics 2000 into a wholly owned subsidiary of VillageWorld. VillageWorld.Com President Peter Keenan stated "This move allows us to position the company to be a world leader in Biometric access control devices, while bringing us closer to profitability. Our new focus on cutting edge security and access control systems fills a need in America and the rest of the world." Mr. Keenan further stated "We would like to thank all our former customers and wish them the best in the future" Biometrics 2000 Corporation ("BIO"), founded in 2000, is a Springfield, MA based developer and reseller of unique biometric products for access control. BIO is led by Joseph Turek, one of the world's leading biometrics experts. Mr. Turek is Chairman of the Biometrics Industry Group, a director of the Security Industry Association, and a member of the Homeland Security Group, which is recommending biometric standards and specifications for access control devices to Congress and the Homeland Security Department. Terms of the merger agreement provide that BIO will merge into a wholly owned subsidiary of VillageWorld and in exchange the shareholders of BIO will be issued shares of VillageWorld's Common Stock that will approximate 55 percent of the outstanding shares of VillageWorld following the transaction, calculated on a fully diluted basis. About VillageWorld.com Villageworld.com's subsidiaries, VillageNet, Inc. and Intelligent Computer Solutions, Inc. have ceased operations in preparation for the consummation of the merger of Biometrics 2000 Corporation ("Biometrics") into the Company's wholly owned subsidiary, Biometrics 2000 Acquisition Corporation ("BAC"). The Company is continuing work on certain consulting projects; however, it is anticipated that the operations of the Company following the consummation of the merger will consist of continuing and advancing the business of Biometrics 2000 Corporation, the design, development and distribution of next generation biometric tactile sense access control devices and advanced fingerprint scanner/verifier hardware and software. About Biometrics 2000 Biometrics 2000 is a company that develops identification and security products that recognize people through their unique characteristics such as fingerprints. Fingerprint readers solve the significant problems associated with traditional access methods from a security standpoint. Fingerprint technology also will be preferred in the future over other methods such as smart cards, magnetic stripe cards and conventional keys all of which can be lost or stolen. This news release may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the safe harbor provisions of the U.S. federal securities laws. These include, among others things, statements about expectations of future revenues, cash flows and capital requirements. Forward-looking statements are subject to risks and uncertainties that may cause the company's results to differ materially from expectations. These risks include the company's ability to consummate the merger, the company's ability to develop its new business, the company's ability to develop appropriate strategic alliances and successful development and implementation of technology, acceptance of the company's products and services, and other such risks as the company may identify and discuss from time to time, including those risks disclosed in the company's filings with the Securities and Exchange Commission. Accordingly, there is no certainty that the company's plans will be achieved. CONTACTS: Peter J. Keenan, CEO, VillageWorld.Com, Inc., 631-231-2070 Joseph J. Turek, President, Biometrics 2000, 413-736-9700 -----END PRIVACY-ENHANCED MESSAGE-----