<PAGE>

     As filed with the Securities and Exchange Commission on May 10, 2000.
                                                Registration No. 333-___________

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                        ______________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                        ______________________________


                                  XCEED INC.
            (Exact name of registrant as specified in its charter)

            Delaware                                      13-3006788
 (State or Other Jurisdiction of                       (I.R.S. Employer
  Incorporation or Organization)                      Identification No.)

                              488 Madison Avenue
                                   3rd Floor
                           New York, New York 10022
                                (212) 419-1200
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                    Xceed Inc. Millennium Stock Option Plan
                             (Full Title of Plan)
                        ______________________________

            Werner G. Haase, President and Chief Executive Officer
                              488 Madison Avenue
                                   3rd Floor
                           New York, New York 10022
                                (212) 419-1200
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                        ______________________________

                                  Copies to:
                           Victoria A. Baylin, Esq.
                    Akin, Gump, Strauss, Hauer & Feld, LLP
                         1333 New Hampshire Avenue, NW
                                   Suite 400
                             Washington, DC  20036
                                (202) 887-4000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================


                                                                  Proposed Maximum      Proposed Maximum        Amount of
                                               Amount to        Aggregate Price Per    Aggregate Offering      Registration
 Title of Securities to be Registered      be Registered (1)           Share                 Price                 Fee
=============================================================================================================================
<S>                                      <C>                    <C>                   <C>                   <C>
Common Stock, $.01 par value                212,014 shares           $   0.310(2)        $    65,724.34           $   17.35
                                             17,010 shares           $   0.617(2)        $    10,495.17           $    2.77
                                             11,340 shares           $   0.926(2)        $    10,500.84           $    2.77
                                             38,880 shares           $   3.086(2)        $   119,983.68           $   31.68
                                            330,300 shares           $   40.25(2)        $13,294,575.00           $3,509.77
                                            132,500 shares           $   37.31(2)        $ 4,943,575.00           $1,305.10
                                            729,383 shares           $    7.50(2)        $ 5,470,372.50           $1,444.18
                                          1,528,573 shares           $13.71875(3)        $20,970,110.00           $5,536.11
                                          ----------------                               --------------           ---------
                                          3,000,000 shares                               $44,885,336.00           $11,849.73
==============================================================================================================================
</TABLE>
(1)  This registration statement covers shares of common stock of Xceed Inc.
     that may be offered or sold pursuant to the Xceed Inc. Millennium Stock
     Option Plan described herein.  This registration statement also relates to
     an indeterminate number of shares of common stock that may be issued upon
     stock splits, stock dividends or similar transactions in accordance with
     Rule 416 under the Securities Act of 1933, as amended.

(2)  Calculated pursuant to Rule 457(h) for the purpose of calculating the
     registration fee, based upon the price at which the outstanding options may
     be exercised.

(3)  Calculated pursuant to Rules 457(c) and (h), based upon the average of the
     reported high and low sales prices for the common stock on May 8, 2000.
<PAGE>

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended and the Introductory Note to Part I of
Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, including any amendments thereto, which have been
or shall be filed by Xceed with the Securities and Exchange Commission are
incorporated herein by reference and shall be deemed to be a part hereof from
the date of filing such documents.

     (a) Our Annual Report on Form 10-K for the year ended August 31, 1999,
     filed with the Commission on November 29, 1999, as amended by our report on
     Form 10-K/A, filed with the Commission on April 11, 2000;

     (b) Our Quarterly Report on Form 10-Q for the quarter ended February 29,
     2000, filed with the Commission on April 14, 2000;

     (c) Our Current Report on Form 8-K, filed with the Commission on January
     20, 2000;

     (d) Our Current Report on Form 8-K, filed with the Commission on January
     28, 2000;

     (e) Our Current Report on Form 8-K filed with the Commission on February
     16, 2000, as amended by our Current Report on Form 8-K/A, filed with the
     Commission on April 11, 2000;

     (f) Our Current Report on Form 8-K filed with the Commission on April 5,
     2000; and

     (g) A description of Xceed's common stock contained in the Registration
     Statement on Form 8-A, filed December 14, 1984, as incorporated from
     Registration Statement No. 2-90512-NY, filed on July 10, 1984 and as
     updated by the Registration Statement on Form S-1 (Registration No. 33-
     23910) declared effective on October 31, 1988, and by the definitive proxy
     statement filed January 8, 1998 by predecessors of the company.

     All documents subsequently filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this registration statement, but prior to the filing
of a post-effective amendment to this registration statement that indicates that
all securities offered by this registration statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement.  Each document
incorporated by reference into this registration statement shall be

                                       I
<PAGE>

deemed to be a part of this registration statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this registration statement or by any document that constitutes
part of the prospectus relating to the Xceed Inc. Millennium Stock Option Plan
that meets the requirements of Section 10(a) of the Securities Act.

Item 4.  Description of Securities.

     Our common stock is registered pursuant to Section 12 of the Exchange Act.
Therefore, the description of securities is omitted.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Officers and Directors.

     Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which the Court of Chancery or such
other court shall deem proper.

     Section 145 further provides (1) that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; (2) that indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; (3) that indemnification provided for by
Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's

                                     II-2
<PAGE>

heirs, executors and administrators; and (4) that the corporation is empowered
to purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.

  As permitted by Section 102(b)(7) of the General Corporation Law of the State
of Delaware, article seventh of our certificate of incorporation, as amended,
provides that none of our directors shall be liable to us or our stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability: (1) for any breach of the director's duty of loyalty to Xceed or our
stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (3) under Section 174;
or (4) for any transaction from which the director derived an improper personal
benefit.  We shall, to the fullest extent permitted by Section 145, as amended
from time to time, indemnify all persons whom we may indemnify pursuant thereto.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Exhibit
     Number   Description
     -------  -----------

     4.1      Xceed Inc. Millennium Stock Option Plan;

     5.1      Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to the
              legality of the securities being registered;

     23.1     Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
              Exhibit 5.1);

     23.2     Consent of Deloitte & Touche LLP;

     23.3     Consent of Holtz Rubenstein & Co., LLP; and

     24.1     Power of Attorney (included on the signature page of this
              registration statement).

                                     II-3
<PAGE>

Item 9.  Undertakings

(a)  Xceed hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

     (i)   To include any prospectus required by Section 10(a)(3) of the
           Securities Act;

     (ii)  To reflect in the prospectus any facts or events arising after
           the effective date of the registration statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in the registration statement. Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value of securities offered would not exceed that which
           was registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20% change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective registration
           statement;

     (iii) To include any material information with respect to the plan of
           distribution not previously disclosed in the registration statement
           or any material change to such information in the registration
           statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Xceed pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.

     (2)   That, for purposes of determining any liability under the Securities
           Act, 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 which remain unsold at the
           termination of the offering.

(b)  Xceed hereby undertakes that, for purposes of determining any liability
     under the Securities Act, each filing of our annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act 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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of Xceed
     pursuant to the foregoing provisions, or otherwise, we have been advised
     that in the opinion of the Commission such indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the

                                     II-4
<PAGE>

     event that a claim for indemnification against such liabilities (other than
     the payment by us of expenses incurred or paid by a director, officer or
     controlling person of Xceed 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, we will, unless in the
     opinion of 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
     Securities Act and will be governed by the final adjudication of such
     issue.

                                     II-5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Xceed 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 New York, State of New York, on May 10, 2000.

                                    Xceed Inc.

                              By:   /s/ Werner G. Haase
                                    ----------------------------------------
                                    Werner G. Haase, Chief Executive Officer



                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Werner G. Haase and Scott Mednick, and each of
them, with full power to act without the other, such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this registration statement, any and all amendments thereto
(including post-effective amendments), any subsequent registration statements
pursuant to Rule 462 of the Securities Act of 1933, and any amendments thereto
and to file the same, with exhibits and schedules thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing necessary or desirable
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
             Signature                              Capacity                      Date
-----------------------------------   ------------------------------------   ----------------
<S>                                   <C>                                    <C>
/s/ Werner G. Haase                   Co-Chairman of the Board, President    May 10, 2000
-----------------------------------   and Chief Executive Officer
(Werner G. Haase)                     (Principal Executive Officer)

/s/ Scott Mednick                      Chairman of the Board and Chief       May 10, 2000
-----------------------------------    Strategic Officer
(Scott Mednick)

/s/ John P. Gandolfo                   Vice President and Chief Financial    May 10, 2000
-----------------------------------    Officer (Principal Financial and
(John P. Gandolfo)                     Accounting Officer)
</TABLE>

                                     II-6
<PAGE>

<TABLE>
<CAPTION>
<S>                                    <C>                                   <C>
/s/ William Zabit                      Director                              May 10, 2000
-----------------------------------
(William Zabit)

/s/ Terry Anderson                     Director                              May 10, 2000
-----------------------------------
(Terry Anderson)

/s/ John Bermingham                    Director                              May 10, 2000
-----------------------------------
(John Bermingham)

/s/ Norman Docteroff                   Director                              May 10, 2000
-----------------------------------
(Norman Docteroff)

/s/ Edward Bennett                     Director                              May 10, 2000
-----------------------------------
(Edward Bennett)

</TABLE>

                                     II-7

<PAGE>

                                   EXHIBITS

     Exhibit
     Number    Description
     -------   -----------

     4.1       Xceed Inc. Millennium Stock Option Plan;

     5.1       Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to the
               legality of the securities being registered;

     23.1      Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
               Exhibit 5.1);

     23.2      Consent of Deloitte & Touche LLP;

     23.3      Consent of Holtz Rubenstein & Co., LLP; and

     24.1      Power of Attorney (included on the signature page of this
               registration statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22643}]
{"company-data": {"conformed-name": "XCEED INC", "cik": "0000721176", "assigned-sic": "7373", "irs-number": "133006788", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36732", "film-number": "625204"}, "business-address": {"street1": "488 MADISON AVENUE", "street2": "4TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127535511"}, "mail-address": {"street1": "488 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "X CEED INC", "date-changed": "19980302"}, {"former-conformed-name": "WATER JEL TECHNOLOGIES INC", "date-changed": "19950425"}, {"former-conformed-name": "TRILLING MEDICAL TECHNOLOGIES INC", "date-changed": "19910715"}]}
As filed with the Securities and Exchange Commission on May 10, 2000.
                                                Registration No. 333-___________

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                        ______________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                        ______________________________

                                  XCEED INC.
            (Exact name of registrant as specified in its charter)

            Delaware                                      13-3006788
 (State or Other Jurisdiction of                       (I.R.S. Employer
  Incorporation or Organization)                      Identification No.)

                              488 Madison Avenue
                                   3rd Floor
                           New York, New York 10022
                                (212) 419-1200
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                    Xceed Inc. Millennium Stock Option Plan
                             (Full Title of Plan)
                        ______________________________

            Werner G. Haase, President and Chief Executive Officer
                              488 Madison Avenue
                                   3rd Floor
                           New York, New York 10022
                                (212) 419-1200
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                        ______________________________

                                  Copies to:
                           Victoria A. Baylin, Esq.
                    Akin, Gump, Strauss, Hauer & Feld, LLP
                         1333 New Hampshire Avenue, NW
                                   Suite 400
                             Washington, DC  20036
                                (202) 887-4000

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================================

                                                                  Proposed Maximum      Proposed Maximum        Amount of
                                               Amount to        Aggregate Price Per    Aggregate Offering      Registration
 Title of Securities to be Registered      be Registered (1)           Share                 Price                 Fee
=============================================================================================================================
Common Stock, $.01 par value                212,014 shares           $   0.310(2)        $    65,724.34           $   17.35
                                             17,010 shares           $   0.617(2)        $    10,495.17           $    2.77
                                             11,340 shares           $   0.926(2)        $    10,500.84           $    2.77
                                             38,880 shares           $   3.086(2)        $   119,983.68           $   31.68
                                            330,300 shares           $   40.25(2)        $13,294,575.00           $3,509.77
                                            132,500 shares           $   37.31(2)        $ 4,943,575.00           $1,305.10
                                            729,383 shares           $    7.50(2)        $ 5,470,372.50           $1,444.18
                                          1,528,573 shares           $13.71875(3)        $20,970,110.00           $5,536.11
                                          ----------------                               --------------           ---------
                                          3,000,000 shares                               $44,885,336.00           $11,849.73
==============================================================================================================================
(1)  This registration statement covers shares of common stock of Xceed Inc.
     that may be offered or sold pursuant to the Xceed Inc. Millennium Stock
     Option Plan described herein.  This registration statement also relates to
     an indeterminate number of shares of common stock that may be issued upon
     stock splits, stock dividends or similar transactions in accordance with
     Rule 416 under the Securities Act of 1933, as amended.

(2)  Calculated pursuant to Rule 457(h) for the purpose of calculating the
     registration fee, based upon the price at which the outstanding options may
     be exercised.

(3)  Calculated pursuant to Rules 457(c) and (h), based upon the average of the
     reported high and low sales prices for the common stock on May 8, 2000.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended and the Introductory Note to Part I of
Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, including any amendments thereto, which have been
or shall be filed by Xceed with the Securities and Exchange Commission are
incorporated herein by reference and shall be deemed to be a part hereof from
the date of filing such documents.

     (a) Our Annual Report on Form 10-K for the year ended August 31, 1999,
     filed with the Commission on November 29, 1999, as amended by our report on
     Form 10-K/A, filed with the Commission on April 11, 2000;

     (b) Our Quarterly Report on Form 10-Q for the quarter ended February 29,
     2000, filed with the Commission on April 14, 2000;

     (c) Our Current Report on Form 8-K, filed with the Commission on January
     20, 2000;

     (d) Our Current Report on Form 8-K, filed with the Commission on January
     28, 2000;

     (e) Our Current Report on Form 8-K filed with the Commission on February
     16, 2000, as amended by our Current Report on Form 8-K/A, filed with the
     Commission on April 11, 2000;

     (f) Our Current Report on Form 8-K filed with the Commission on April 5,
     2000; and

     (g) A description of Xceed's common stock contained in the Registration
     Statement on Form 8-A, filed December 14, 1984, as incorporated from
     Registration Statement No. 2-90512-NY, filed on July 10, 1984 and as
     updated by the Registration Statement on Form S-1 (Registration No. 33-
     23910) declared effective on October 31, 1988, and by the definitive proxy
     statement filed January 8, 1998 by predecessors of the company.

     All documents subsequently filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this registration statement, but prior to the filing
of a post-effective amendment to this registration statement that indicates that
all securities offered by this registration statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement.  Each document
incorporated by reference into this registration statement shall be

                                       I
deemed to be a part of this registration statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this registration statement or by any document that constitutes
part of the prospectus relating to the Xceed Inc. Millennium Stock Option Plan
that meets the requirements of Section 10(a) of the Securities Act.

Item 4.  Description of Securities.

     Our common stock is registered pursuant to Section 12 of the Exchange Act.
Therefore, the description of securities is omitted.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Officers and Directors.

     Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which the Court of Chancery or such
other court shall deem proper.

     Section 145 further provides (1) that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; (2) that indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; (3) that indemnification provided for by
Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's

                                     II-2
heirs, executors and administrators; and (4) that the corporation is empowered
to purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.

  As permitted by Section 102(b)(7) of the General Corporation Law of the State
of Delaware, article seventh of our certificate of incorporation, as amended,
provides that none of our directors shall be liable to us or our stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability: (1) for any breach of the director's duty of loyalty to Xceed or our
stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (3) under Section 174;
or (4) for any transaction from which the director derived an improper personal
benefit.  We shall, to the fullest extent permitted by Section 145, as amended
from time to time, indemnify all persons whom we may indemnify pursuant thereto.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Exhibit
     Number   Description
     -------  -----------

     4.1      Xceed Inc. Millennium Stock Option Plan;

     5.1      Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to the
              legality of the securities being registered;

     23.1     Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
              Exhibit 5.1);

     23.2     Consent of Deloitte & Touche LLP;

     23.3     Consent of Holtz Rubenstein & Co., LLP; and

     24.1     Power of Attorney (included on the signature page of this
              registration statement).

                                     II-3
Item 9.  Undertakings

(a)  Xceed hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

     (i)   To include any prospectus required by Section 10(a)(3) of the
           Securities Act;

     (ii)  To reflect in the prospectus any facts or events arising after
           the effective date of the registration statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in the registration statement. Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value of securities offered would not exceed that which
           was registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20% change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective registration
           statement;

     (iii) To include any material information with respect to the plan of
           distribution not previously disclosed in the registration statement
           or any material change to such information in the registration
           statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Xceed pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.

     (2)   That, for purposes of determining any liability under the Securities
           Act, 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 which remain unsold at the
           termination of the offering.

(b)  Xceed hereby undertakes that, for purposes of determining any liability
     under the Securities Act, each filing of our annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act 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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of Xceed
     pursuant to the foregoing provisions, or otherwise, we have been advised
     that in the opinion of the Commission such indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the

                                     II-4
event that a claim for indemnification against such liabilities (other than
     the payment by us of expenses incurred or paid by a director, officer or
     controlling person of Xceed 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, we will, unless in the
     opinion of 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
     Securities Act and will be governed by the final adjudication of such
     issue.

                                     II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Xceed 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 New York, State of New York, on May 10, 2000.

                                    Xceed Inc.

                              By:   /s/ Werner G. Haase
                                    ----------------------------------------
                                    Werner G. Haase, Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Werner G. Haase and Scott Mednick, and each of
them, with full power to act without the other, such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this registration statement, any and all amendments thereto
(including post-effective amendments), any subsequent registration statements
pursuant to Rule 462 of the Securities Act of 1933, and any amendments thereto
and to file the same, with exhibits and schedules thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing necessary or desirable
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                              Capacity                      Date
-----------------------------------   ------------------------------------   ----------------
/s/ Werner G. Haase                   Co-Chairman of the Board, President    May 10, 2000
-----------------------------------   and Chief Executive Officer
(Werner G. Haase)                     (Principal Executive Officer)

/s/ Scott Mednick                      Chairman of the Board and Chief       May 10, 2000
-----------------------------------    Strategic Officer
(Scott Mednick)

/s/ John P. Gandolfo                   Vice President and Chief Financial    May 10, 2000
-----------------------------------    Officer (Principal Financial and
(John P. Gandolfo)                     Accounting Officer)
II-6
/s/ William Zabit                      Director                              May 10, 2000
-----------------------------------
(William Zabit)

/s/ Terry Anderson                     Director                              May 10, 2000
-----------------------------------
(Terry Anderson)

/s/ John Bermingham                    Director                              May 10, 2000
-----------------------------------
(John Bermingham)

/s/ Norman Docteroff                   Director                              May 10, 2000
-----------------------------------
(Norman Docteroff)

/s/ Edward Bennett                     Director                              May 10, 2000
-----------------------------------
(Edward Bennett)
II-7
EXHIBITS

     Exhibit
     Number    Description
     -------   -----------

     4.1       Xceed Inc. Millennium Stock Option Plan;

     5.1       Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to the
               legality of the securities being registered;

     23.1      Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
               Exhibit 5.1);

     23.2      Consent of Deloitte & Touche LLP;

     23.3      Consent of Holtz Rubenstein & Co., LLP; and

     24.1      Power of Attorney (included on the signature page of this
               registration statement).