Attached files
| file | filename |
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| EX-10.1 - MARKETING WORLDWIDE CORP | v211706_ex10-1.htm |
| EX-99.1 - MARKETING WORLDWIDE CORP | v211706_ex99-1.htm |
UNITED
STATES
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): February 16. 2011
MARKETING
WORLDWIDE CORP
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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000-50586
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68-0566295
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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2212
Grand Commerce Drive
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Howell,
MI 48855
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(Address
of principal executive offices)(Zip Code)
(517)
540-0045
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR
240.1 3e-4(c))
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Item
1.01 Entry of Order Approving Stipulation for Settlement of
Claim.
On
February 15, 2011, the Superior Court of the State of California for the County
of Los Angeles, Central District, entered an Order Approving Stipulation for
Settlement of Claim (the “Order”) in the matter entitled Socius CG II, Ltd. v.
Marketing Worldwide Corp., Case No. BC454805. The Order
provides for the full and final settlement of the claim (the “Claim”) of
plaintiff Socius GC II, Ltd. (“Socius”) against defendant Marketing
Worldwide Corp., a Delaware corporation (the “Company”). Socius
purchased the Claim from a creditor of the Company (“Creditor”) pursuant to the
terms of a Claim Purchase Agreement dated effective as of February 11, 2011
between Socius and Creditor (the “Purchase Agreement”). The Claim
consists of the right to receive payment of $49,565.66 of principal amount
pursuant to the terms of several invoices delivered to the
Company by Creditor. Pursuant to the terms of the Order, on February 15, 2011,
the Company issued and delivered to Socius 4,150,000 shares of common stock
(the “Settlement Shares”), subject to adjustment as set forth in the
Order.
The
Settlement Shares represent approximately 9.9% of the total number of shares of
the Company’s common stock outstanding immediately following the issuance
of such Settlement Shares. The total number of shares of the
Company’s common stock to be issued to Socius or its designee in connection with
the Order will be adjusted on the 21st trading day following the date on which
the Settlement Shares are issued, as follows: (i) if the number of VWAP Shares
(as defined below) exceeds the number of Settlement Shares initially issued,
then the Company will issue to Socius or its designee additional shares of the
Company’s common stock equal to the difference between the number of VWAP Shares
and the number of Settlement Shares, and (ii) if the number of VWAP Shares is
less than the number of Settlement Shares, then Socius or its designee will
return to us for cancellation that number of shares as equals the difference
between the number of VWAP Shares and the number of Settlement
Shares.
The
number of VWAP Shares is equal to (i) $49,565.66 divided by 70% of the volume
weighted average price as reported by Bloomberg LP (“VWAP”) of the Company’s
common stock over the 20-day trading period immediately following the date on
which the Settlement Shares were delivered to Socius, plus (ii) Socius’
legal fees, expenses and costs incurred in connection with the transaction, with
the total divided by the VWAP of the Company’s common stock over the 20-day
trading period immediately following the date on which the Settlement Shares
were delivered to Socius. In no event will the number of shares of
common stock issued to Socius or its designee in connection with the settlement
of the Claim, aggregated with all shares of common stock then owned or
beneficially owned or controlled by, collectively, Socius and its affiliates, at
any time exceed 9.99% of the total number of shares of the Company’s common
stock then outstanding.
The
description of the Order does not purport to be complete and is qualified in its
entirety by reference to the Order, which is filed as Exhibit 10.1 to this
report and incorporated herein by reference.
Item 3.02 Unregistered Sale of
Equity Securities.
The
information set forth in Item 1.01 of this report is incorporated herein by
reference.
The offer
and sale of the securities described in Item 1.01 were effected in reliance on
Section 3(a)(10) of the Securities Act of 1933, as amended.
Item
8.01 Other Events.
Purchase
Agreement with Creditor
On
February 11, 2011, Socius and Creditor entered into a Claim Purchase
Agreement (the “Purchase Agreement”) which provides for the sale by
Creditor to Socius of Creditor’s right to the Claim. As of the
date of the Purchase Agreement, the Company was indebted to Creditor for
the unpaid principal amount of $49,565.66 with respect to such
Claim.
The
description of the Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the Purchase Agreement, which is filed
as Exhibit 99.1 to this report and incorporated herein by
reference.
Complaint
for Damages
In
connection with the purchase of the Claim, on February 14, 2011, Socius filed a
complaint for damages against the Company with the Court. On
February 15, 2011, Company counsel and counsel for Socius filed with the Court a
joint ex parte application for court order approving stipulation for settlement
of Claim. After holding a hearing, the Court issued the Order on
February 15, 2011 as described in Item 1.01 of this report.
Item 9.01 Financial Statements
and Exhibits.
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Exhibit
No.
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Description
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10.1
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Order
Approving Stipulation for Settlement of Claim
(*)
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99.1
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Claim
Purchase Agreement dated February 11, 2011 by and between Creditor and
Socius CG II, Ltd. (*)
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*
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Filed
herewith
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SIGNATURES
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 hereunto
duly authorized.
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Marketing
Worldwide Corp
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Date:
February 16, 2011
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By:
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/s/
Chuck Pinkerton
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Chuck
Pinkerton
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Chief
Executive Officer
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