8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): May 20, 2002


                    ----------------------------------------
                               ACTIVEWORLDS CORP.
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                 001-15819                  13-3883101
            -----------              -------------              --------------
           (State or other           (Commission                (IRS Employer
            jurisdiction of           File Number)               Identification
            incorporation)                                       Number)


               95 Parker Street, Newburyport, Massachusetts 01950
        ----------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (978) 499-0222







Item 5.  Other Events and Regulation FD Disclosure

         Activeworlds Corp., a Delaware corporation, hereby incorporates by
reference herein the matters announced in its press release dated May 24, 2002,
which is filed as an Exhibit to this Current Report on Form 8-K.



Item 7.  Financial Statements and Exhibits

         99.1     Press release of Activeworlds Corp., dated May 24, 2002







         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, thereunto duly authorized.

Date:  May 28, 2002                        ACTIVEWORLDS CORP.

                                           By:  /s/ J. P. McCormick
                                                --------------------
                                                    Chairman of the Board
                                                    and Chief Financial Officer




                                INDEX TO EXHIBITS
================================================================================

         EXHIBIT
         NUMBER                      DESCRIPTION
- --------------------------------------------------------------------------------

         99.1                 Press release dated May 24, 2002.

================================================================================

EX-99.1

                                                                    Exhibit 99.1



ACTIVEWORLDS' COMMON STOCK TO BE DELISTED; ACTIVEWORLDS WILL SEEK STRATEGIC
ALTERNATIVES @ [5/24/02 4:50:48 PM] by: Activeworlds Press

NEWBURYPORT, Mass., May 24 /PRNewswire-FirstCall/ -- Activeworlds Corp. (Nasdaq:
AWLD - News) announced today its receipt on May 20, 2002 of a Written Notice of
Staff Determination from Nasdaq that, as a result of Activeworlds' failure to
comply with the applicable continued listing requirement, Activeworlds' common
stock will be delisted from The Nasdaq SmallCap Market at the opening of
business on May 29, 2002, unless such delisting is stayed by Activeworlds
requesting before such date an appeal of the Staff's delisting determination.
Activeworlds has filed an appeal. The Nasdaq notice stated that the Staff's
determination was based on Activeworlds' failure to comply with Nasdaq
Marketplace Rule 4310(c)(2)(B) which states that for "continued inclusion, the
issuer shall maintain: (i) stockholders' equity of $2.5 million; (ii) market
capitalization of $35 million; or (iii) net income from continuing operations of
$500,000 in the most recently completed fiscal year or two of the last three
most recently completed fiscal years." The Nasdaq notice also stated that the
bid price of Activeworlds' common stock had closed below $1 per share for 30
consecutive trading days, and, accordingly, that it did not comply with
MarketPlace Rule 4310(c)(4).

Nasdaq also advised Activeworlds that effectiveness of the merger between
Activeworlds and Aladdin Systems Holdings, Inc. (OTC Bulletin Board: ALHI -
News), as proposed in a previously announced nonbinding letter of intent, would
not cause Activeworlds to satisfy the Nasdaq SmallCap Market continued listing
requirements. Such continued listing was a condition to the proposed merger with
Aladdin.

Activeworlds intends to explore alternative strategic transactions, in seeking
to enhance stockholder value and, possibly, to satisfy Nasdaq's SmallCap Market
listing requirements. Such strategic transactions to be considered may include
mergers, acquisitions, divestitures, debt and equity financings,
recapitalizations and corporate-governance issues. Activeworlds has received two
acquisition proposals including a revised verbal proposal from Aladdin which in
addition to the previously announced terms, proposes to merge with a third
private company simultaneous to merging with Activeworlds, includes a $1,000,000
loan from an investor which would be convertible into shares of common stock of
Activeworlds at a price of $0.15 per share upon the following circumstances: If
the merger between the three companies is not consummated within 4 months; if an
independent director is removed; if there is an action to change the board
composition, the investor would get to appoint the new independent director; or
if there is a shareholder action during the next 4 months.

A second proposal is with X3D Technologies, a private company, which proposes
merging with Activeworlds for 40% of Activeworlds common stock, in addition X3D
Technologies claims to have (subject to audited financials) net tangible assets
exceeding $1.4 million. X3D Technologies believes that its net tangible assets
of at least $1.4 million combined with Activeworlds net tangible assets of at
least $1.1 million dollars would qualify for continued listing on the Nasdaq
Small Cap market. X3D Technologies has also received a commitment letter from an
investor that has agreed to a firm financing of $1,000,000 at market price upon
the closing of the merger of the two companies.



We do not know if either of the proposals would result in meeting the Nasdaq
continued listing requirement. A majority of the board of directors of
Activeworlds had voted in favor of pursuing the transaction with Aladdin as
originally structured. It does not appear that a majority of the company's
stockholders, some of whom are management directors, would support the Aladdin
transaction. It does not appear that a majority of the company's board of
directors would support the second proposal with X3D Technologies. Additionally,
X3D Technologies, in its capacity as one of Activeworlds principal stockholders,
has requested that Activeworlds call a special stockholders meeting to remove
two of its independent directors.

There is no assurance that Activeworlds will be able to consummate a transaction
that would enhance stockholder value or cause Activeworlds to satisfy Nasdaq's
SmallCap Market listing requirements. If Activeworlds' common stock is delisted
from Nasdaq's SmallCap Market, it anticipates applying for the common stock to
be traded on the Over-the-Counter Bulletin Board.

About Activeworlds

Activeworlds provides software products and online services that permit users to
enter, move about and interact with others in a computer-generated,
three-dimensional virtual environment using the Internet. The Activeworlds(TM)
browser is a small 1 megabyte download and has been downloaded by more than 1.5
million users worldwide. Through the technology's scalable capacity,
Activeworlds users have placed more than 100 million objects in Activeworlds(TM)
largest world Alphaworld, whose virtual land space is larger than the state of
California. Some uses for the software include: online training and education,
Web site development, e-commerce and entertainment. Clients from a wide spectrum
of activities, such as Boeing, Siemens, Cornell, and many more are currently
using Activeworlds technology.

Forward Looking Statements

The statements made in this press release discussing our intention to satisfy
Nasdaq's SmallCap Market continued listing requirements, our intention to file
an appeal of Nasdaq's delisting of our common stock and our intention to explore
future alternative strategic transactions to enhance stockholder value are
forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 ("the Act"). Additionally words such as "seek,"
"intend," "believe," "plan," "estimate," "will," "may," "expect," "anticipate"
and other similar expressions are forward-looking statements within the meaning
of the Act. Some or all of the results anticipated by these forward-looking
statements may not occur. Factors that could cause or contribute to such
differences include, but are not limited to, our ability to attract suitable
investors with sufficient capital on acceptable terms, our ability to agree on
our valuation with potential investors, the possibility that strategic
transaction will be precluded due to a current split on our board of directors,
the future market price of our stock changes affecting the Internet and
interactive software industries, our ability to compete and develop new business
in national and international interactive software markets, and the economic
climate nationally and internationally as it affects the interactive software
market and the Internet. Further information on our company's risk factors is
contained in our Form 10-KSB and other filings with the Securities and Exchange
Commission.


SOURCE: Activeworlds Corp.