-----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, G8rdbkz9VJtxYu6oKXjnnxNX2own6yBolYhbxRCNGcsgz8UMAP74HdG1qAMy/0IW IORJAYHl9BvCpqsR4WbZNg== 0001116502-02-001405.txt : 20020924 0001116502-02-001405.hdr.sgml : 20020924 20020924161559 ACCESSION NUMBER: 0001116502-02-001405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020909 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVEWORLDS COM INC CENTRAL INDEX KEY: 0001089531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133883101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15819 FILM NUMBER: 02771179 BUSINESS ADDRESS: STREET 1: 95 PARKER STREET CITY: NEWBURYPORT STATE: MA ZIP: 01950 BUSINESS PHONE: 9784990222 MAIL ADDRESS: STREET 1: 95 PARKER ST CITY: NEWBURYPORT STATE: MA ZIP: 01950 8-K 1 active_8k.txt ACTIVE WORLDS CORP 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): SEPTEMBER 9, 2002 ----------------- ACTIVEWORLDS CORP. ------------------ (Exact name of registrant as specified in its charter) DELAWARE 001-15819 13-3883101 - ---------------------------- --------------------- ------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 112 BAYPOINT DRIVE, SAN RAFAEL, CA 94901 ---------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 453-4868 -------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On September 9, 2002, Activeworlds Corp. (the "Company") transferred 100% of the issued and outstanding common stock of Activeworlds, Inc. to Messrs. J.P. McCormick and Richard F. Noll. The Company paid the sum of $215,000 to Mr. McCormick, the sum of $210,000 to Mr. Noll, and paid $15,000 of Messrs. McCormick's and Noll's legal fees relating to the sale. In exchange, Mr. McCormick transferred 1,289,497 shares of his common stock of the Company back to the Company, and Mr. Noll transferred 1,305,948 shares of his common stock of the Company back to the Company. Messrs. McCormick and Noll were the officers and two of the directors of the Company until their resignations on July 10, 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. b. Pro forma financial information The pro forma financial information for the year ended December 31, 2001 and the six months ended June 30, 2002 shall be filed not later than 60 days after the date that this initial report on Form 8-K is required to be filed. c. Exhibits Exhibit No. Exhibit - ----------- ------- 2.1 Agreement and Plan of Exchange(1) (1) Contained in Form 8-k filed on July 12, 2002. 2 SIGNATURE 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. ACTIVEWORLDS CORP. By: /s/ Sean Deson -------------- Sean Deson President Date: September 24, 2002 3 -----END PRIVACY-ENHANCED MESSAGE-----