BOSTON, March 31, 2011 /PRNewswire/ -- Worlds Inc. (OTC Bulletin Board: WDDD) today announced the details and record date for the spin-off of its online and operational technologies businesses through a dividend distribution to its shareholders. Worlds Inc. (formerly known as Worlds.com Inc.) expects to make the distribution, following the SEC declaring its registration statement on Form 10 effective, to its shareholders of record on the close of business on April 29, 2011.
With the dividend distribution, each Worlds Inc. shareholder will receive one common share of Worlds Online for three Worlds Inc. common shares held at the close of business on the record date. Fractional shares will not be issued and will be rounded up to the nearest whole number. It is anticipated that following the distribution, Worlds Inc. will continue to own approximately 30 percent of the common shares of Worlds Online. Worlds Online intends to make the necessary filings so that its stock may be quoted on the OTC Bulletin Board. The dividend will not impact the number of shares outstanding for Worlds Inc. nor any shareholder's holding of Worlds Inc. shares.
"We anticipate this spinoff will help increase shareholder value and create greater flexibility for Worlds Online to pursue strategic opportunities, while preserving the integrity of the Worlds Inc. intellectual property (IP) portfolio," said Worlds CEO, Thom Kidrin. "As Worlds Inc. builds its IP portfolio and pursues protecting and monetizing it, Worlds Online will be free to engage in business development efforts completely independently, while their clients will still have the opportunity to use Worlds Inc.'s patented virtual worlds technologies at very favorable rates. We believe this will provide a competitive advantage for Worlds Online and its clients, while insulating them from the vagaries of the IP law environment. It will also allow Worlds Online to pursue acquisitions without diluting the shareholders who have previously invested in the IP."
The Company believes that the distribution has been structured to qualify as a tax-free dividend to Worlds Inc. shareholders for U.S. federal income tax purposes, but shareholders are urged to consult with their tax advisors as to the specific tax consequences of the distribution.
It is anticipated that Worlds Inc. common shares will continue to trade throughout the period leading up to and through the record date. Any holder of Worlds Inc. common shares who sells such shares on or before the record date will also be selling their entitlement to receive Worlds Online common shares in respect to such shares. Investors are encouraged to consult with their financial advisors regarding the specific consequences of selling Worlds Inc. common shares on or before the record date.
No action is required by Worlds Inc. shareholders to receive their Worlds Online common shares. Worlds Inc. shareholders who hold Worlds Inc. common shares as of the record date will receive a book-entry account statement reflecting their ownership of Worlds Online common shares or their brokerage account will be credited for the shares. However, as indicated above, stock certificates will not be issued, and transfers of the shares will not be permitted until such time as the SEC has completed its review of the Company's registration statement on Form 10 and declares it effective.
Following such time as the SEC declares the registration statement effective, Worlds Inc. will mail to its shareholders of record, as of the close of business on the record date, the final form of the information statement that was included as part of Worlds Online's Form 10 registration statement. The information statement will include information regarding the distribution and the business and management of Worlds Online following the distribution. The distribution of Worlds Online common shares will be made as will be described in the information statement and will be subject to the conditions described therein, including the final approval of the Worlds Inc. board of directors, to be satisfied before the record date.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state.
About Worlds Inc.:
Worlds Inc. (f.k.a. Worlds.com) was founded in 1994 and utilizes its patented 3D technology in partnership with brand leaders in specific market segments to offer 3D multi-user environments, known as "virtual worlds," that have interactive Avatars, rich media graphics, text chat, voice-to-voice chat, video and e-commerce. The 3D communities allow visitors to interact with each other, teleport throughout the Worlds environment as well as participate in shared experiences. Besides partnering with existing content providers that have strong brands and an existing following, Worlds also encourages individuals to create their own virtual spaces, communities and unique Avatars with easy-to-use tools. Worlds was, and remains, true "social networking" well before the term became mainstream.
Forward Looking Statements
This release contains certain forward-looking statements and information relating to Worlds Inc. that are based on the beliefs of Worlds' management, as well as assumptions made by and information currently available to the Company. Such statements reflect the current views of the Company with respect to future events including estimates and projections about its business based on certain assumptions of its management, including those described in this Release. These statements are not guarantees of future performance and involve risk and uncertainties that are difficult to predict, including, among other factors, changes in demand for the Company's services and products, changes in the economic environment and changes in technology. Additional risk factors are included in the Company's public filings with the SEC. Should one or more of these underlying assumptions prove incorrect, actual results may vary materially from those described herein as "hoped," "anticipated," "believed," "estimated," "preparing," "expected" or words of a similar nature. The Company does not intend to update these forward-looking statements.
SOURCE Worlds Inc.