EXPLANATORY
NOTE
This
Amendment No. 5 to Schedule 13D (this “
Amendment No. 5
”) is being filed with
respect to the beneficial ownership of common stock, par value $0.001 per share
(the “
Common
Stock
”), of Marketing Worldwide Corporation, a Delaware
corporation (the “
Company
” or the “
Issuer
”). This Amendment No. 5 supplements Items 4 and
7 and amends and restates in its entirety Items 2 and 5 of the Schedule 13D (as
amended) filed by the Master Fund, the Investment Manager and Mr. Benowitz
(each as defined below) on October 10, 2007.
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ITEM 2.
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Identity and Background.
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(a)-(c)
and (f) The names of the persons filing this Statement (the “
Reporting
Persons
”) are: (1) Vision Opportunity Master Fund, Ltd., a
Cayman Islands limited company (“
Master Fund
”); (2) Vision Capital
Advisors, LLC, a Delaware limited liability company (“
Investment Manager
”);
(3) Vision Capital Advantage Fund, L.P., a Delaware limited partnership (“
VCAF
”;
and, together with the Master Fund, “
Funds
”); (4) VCAF GP, LLC, a Delaware
limited liability company (“
General Partner
”); and (5) Adam
Benowitz, a United States Citizen (“
Mr. Benowitz
”). The General Partner serves as the general
partner of VCAF. The Investment Manager
serves as the investment manager of each Fund.
Mr. Benowitz is the Managing Member of the Investment Manager and a
managing member of the General Partner.
The
principal business of each of the Master Fund and VCAF is that of a private
investment vehicle engaged in investing and trading in a wide variety of
securities and financial instruments for its own account. The principal business of the Investment
Manager is providing investment management services to the Master Fund, VCAF
and other investment vehicles. The
principal business of the General Partner is serving as the general partner of
VCAF. Mr. Benowitz’s principal
occupation is serving as the Managing Member of the Investment Manager.
Attached
as Schedule I hereto and incorporated herein by reference is a list containing
the (a) name, business address and citizenship, (b) present principal
occupation or employment, and (c) the name, principal business and address of
any corporation or other organization in which such employment is conducted,
for each director and executive officer of the Master Fund (the “
Directors
and Officers
”).
(d)–(e) During the last five years, none of
the Reporting Persons or, the knowledge of the Reporting Persons, the Directors
and Officers, has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
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ITEM 4.
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Purpose of Transaction.
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Distribution of Securities from the Master Fund to
VCAF
On September 23, 2008, the
Master Fund transferred a percentage of its holdings in the Issuer (among other
holdings) to VCAF as part of an internal rebalancing, as follows: 981,800
shares of Common Stock, 798,456 shares of Series A Convertible Preferred Stock
and 272,002 shares of Series B Convertible Preferred Stock.
Page 7 of 11 pages
Dividends Issued on the Company’s Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock
On May 28, 2009, the Master
Fund and VCAF received in the aggregate 785,000 shares of Common Stock as late
payment of dividends due in March 2008, June 2008, September 2008, December
2008 and March 2009 on the Issuer’s Series A Convertible Preferred Stock and
Series B Convertible Preferred Stock owned by the Master Fund and VCAF.
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ITEM 5.
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Interest in Securities of the Issuer.
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(a) As
of May 28, 2009, the Master Fund and VCAF collectively beneficially owned
5,088,678 shares of Common Stock, representing 30.2% of all of the outstanding
shares of Common Stock. The forgoing percentage is based on 16,845,091 shares
of Common Stock outstanding as of May 15, 2009, as reported in the Issuer’s
Form 10-Q filed on May 15, 2009. As of August 6, 2009, the Master Fund and VCAF
collectively beneficially owned 5,088,678 shares of Common Stock, representing
28.5% of all of the outstanding shares of Common Stock. The forgoing percentage is based on
17,835,091 shares of Common Stock outstanding as of August 3, 2009, as reported
in the Issuer’s Form 10-Q filed on August 6, 2009. The information on the cover
pages hereto is given as of August 6, 2009.
(b) The
Reporting Persons have shared power (with each other and not with any third
party), to vote or direct the vote of and to dispose or direct the disposition
of the 5,088,678 shares of Common Stock reported herein.
(c) Except
as provided in Item 4, no transactions in the Common Stock have been effected
by the Reporting Persons or, to the knowledge of the Reporting Persons, the
Directors and Officers, in the last sixty (60) days.
(d) Not
applicable.
(e) Not
applicable.
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ITEM 7.
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Material to be Filed as Exhibits.
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Exhibit No.
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Document
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1.
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Joint Filing Agreement
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Page 8 of 11 pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: September 30, 2009
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ADAM BENOWITZ
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VISION CAPITAL ADVISORS,
LLC
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VISION OPPORTUNITY MASTER
FUND, LTD.
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VISION CAPITAL ADVANTAGE
FUND, L.P.
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VCAF GP, LLC
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By:
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/s/
Adam Benowitz
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Adam Benowitz, for
himself, as Managing Member of the Investment Manager, as a Director of the
Master Fund, and as authorized signatory of the General Partner (for itself
and VCAF)
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Page 9 of 11 pages
EXHIBIT
INDEX
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Exhibit No.
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Document
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1.
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Joint Filing Agreement
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Page 10 of 11
pages
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons
named below agree to the joint filing on behalf of each of them of a statement
on Schedule 13D (including amendments thereto) with respect to the Common
Stock, par value $0.0001 per share, of Marketing Worldwide Corp., and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint
filing. In evidence thereof, the
undersigned hereby execute this Agreement.
Dated: September 30, 2009
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ADAM BENOWITZ
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VISION CAPITAL ADVISORS,
LLC
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VISION OPPORTUNITY MASTER
FUND, LTD.
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VISION CAPITAL ADVANTAGE
FUND, L.P.
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VCAF GP, LLC
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By:
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/s/
Adam Benowitz
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Adam Benowitz, for himself, as Managing Member of
the Investment Manager, as a Director of the Master Fund, and as authorized
signatory of the General Partner (for itself and VCAF)
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Page 11 of 11
pages
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