Worlds Inc. (OTCBB: 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.