As filed with the Securities and Exchange Commission on November 22, 2011
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WORLDS INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
22-1848316 (IRS Employer Identification No.)
|
11 Royal Road
Brookline, MA 02445
(Address of Principal Executive Offices w/ Zip Code)
Consulting Agreement with Ian Kelly
(Full title of the plan)
Thomas Kidrin
President and CEO
Worlds Inc.
11 Royal Road
Brookline, MA 02445
(Name and address of agent for service)
Copy to:
Feder Kaszovitz LLP
Attn: Irving Rothstein, Esq.
845 Third Avenue
New York, New York 10022
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
__ Large Accelerated Filer __ Accelerated Filer __ Non-Accelerated Filer x Smaller reporting company
(Do not check if a smaller
reporting company)
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
|---|---|---|---|---|
| Common Stock | 178,571 | $ 0.14 (4) | $ 25,000 (4) | $ 2.87 |
| ($.001) per value | Shares (2) | |||
| TOTAL | $2.87 |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of the Registrant’s common stock.
(2) Represents shares to be issued pursuant to the Ian Kelly consulting agreement listed above.
(3) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(h)(1) under the Securities Act of 1933, as amended, resulting from multiplying the registered shares of Common Stock by $0.14, a closing sale price within five business days of this filing.
| (1) |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by us with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act"), are incorporated by reference in this Registration Statement:
(a) Our Annual Report on Form 10-K for the year ended December 31, 2010.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by Annual Report referred to in (a) above.
(c) The description of our Common Stock set forth in our Registration Statement on Form SB-2 filed April 6, 1998 (File No. 333-49453).
All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The personal liability of our directors is limited to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Sec. 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. We shall, to the fullest extent permitted by the provisions of Sec. 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom we shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to, in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
We may also purchase and maintain insurance for the benefit of any director or officer which may cover claims for which we could not indemnify such person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable.
| (2) |
ITEM 8. EXHIBITS.
| Exhibit Number Description of Exhibit | |
|---|---|
| 4.1 | Consulting Agreement dated May 16, 2011 with Ian Kelly |
| 5 | Opinion of Feder Kaszovitz LLP |
| 23.1 | Consent of Bongiovanni & Associates, PA |
| 23.2 | Consent of Feder Kaszovitz LLP (contained in Exhibit 5) |
| (3) |
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
4. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
5. That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
| (4) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brookline, State of Massachusetts, on November 21, 2011.
WORLDS INC.
By: /s/ Thomas Kidrin
Thomas Kidrin
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE |
|---|---|---|
| /s/ Thomas Kidrin | Director, President and Chief Executive Officer (Principal and Executive Officer) | November 21, 2011 |
| Thomas Kidrin | ||
| /s/ Christopher Ryan | Chief Financial Officer | November 21, 2011 |
| Christopher Ryan | (Principal Financial and Accouting Officer) | |
| /s/ Robert Fireman | Director | November 21, 2011 |
| Robert Fireman |
| Director | ||
| Bernard Stolar |
| /s/ Jay Coleman | Director | November 21, 2011 |
| Jay Coleman |
| (5) |
INDEX TO EXHIBITS.
| Exhibit Number Description of Exhibit | |
|---|---|
| 4.1 | Consulting Agreement dated May 16, 2011 with Ian Kelly |
| 5 | Opinion of Feder Kaszovitz LLP |
| 23.1 | Consent of Bongiovanni & Associates, PA |
| 23.2 | Consent of Feder Kaszovitz LLP (contained in Exhibit 5) |
Exhibit 4.1
Ian Kelly
76 a. South Main St. Stockton, NJ 08559
ian.kelly@mac.com | 347-231-2295
CLIENT: Worlds.com - Thom Kidrin
NOTES:
EVENT:
DATE:
LOCATION:
INVOICE #: 11-May-11
PROPOSAL DATE:
DESCRIPTION: Service Retainer (4 Months)
| Date | SERVICES RENDERED | PRICE QUANTITY | TOTAL |
|---|---|---|---|
| 5-16-11 to 9-16-11 | Marketing Materials Production | 25,000 | 25,000 |
| Service Retainer | |||
| Services may include but are not limited to: | |||
| Corporate Video Production | |||
| Video Asset Management | |||
| Web Design | |||
| Web Development | |||
| Printed Marketing Material Production | |||
| Creative Design | |||
| Creative Direction | |||
| Art Design |
Payment to be made in shares of stock
*expenses not included
e.g. – travel, any third party expenses such as voice overs, programmers, designers, stock art, stock audio, media serving, web hosting, media reproduction, physical document reproduction, printing, etc…
Subtotal $25,000.00
CREDIT
SubTotal
Tax 8.1%
Subtotal
TOTAL $25,000.00
GRAND TOTAL $25,000.00
Exhibit 5
FEDER KASZOVITZ LLP
ATTORNEYS AT LAW
845 Third Avenue
New York, New York 10022
November 17, 2011
Worlds.com Inc.
11 Royal Road
Brookline, MA02445
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Worlds Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 178,571 shares of the common stock of the Company, par value, $.001 per share (the "Shares"), which is to be issued pursuant to the terms of a consulting agreement (the "Plan").
As counsel for the Company, we have examined such corporate records, documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in our opinion, all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Shares pursuant to the Plan, and that the Shares being registered pursuant to the Registration Statement, when issued in accordance with the terms of the Plan, will be duly authorized, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and all references to it in the Registration Statement.
Very truly yours,
/s/ Gabriel Kaszovitz
Feder Kaszovitz LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 17, 2011 relating to the financial statements and financial statement schedules of Worlds Inc. (f/k/a Worlds.com Inc.), which appears in Worlds Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010.
/s/ Bongiovanni & Associates, CPA'S
Bongiovanni & Associates, CPA'S
Cornelius, North Carolina
November 17, 2011