UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): July 21, 2010
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Marketing Worldwide
Corporation
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-50586
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68-0566295
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2212 Grand Commerce Dr., Howell, Michigan
48855
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(Address
of principal executive offices) (Zip
Code)
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Registrant's
telephone number, including area code: (517) 540-0045
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 Instructions A.2 below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01. Entry into a Material Definitive
Agreement
On July
26, 2010, Marketing Worldwide Corp. (the “Company”) entered into an Equity
Credit Agreement (the “Agreement”) with Southridge Partners II, LP (“Investor”),
whereby subject to the terms and conditions of the Agreement, the Company shall
issue and sell to the Investor, and the Investor shall purchase up to $5,000,000
of the Company’s common stock for a period up to twenty four months following
effectiveness of a registration statement for the Company’s common stock. Under
the Agreement, the Company may deliver put notices to require the Investor to
purchase common stock up to the lesser of (a) $150,000 or (b) 500% of the
average dollar volume for the twenty trading days immediately preceding the put
date. The purchase price for each put is 90% of the market price for the
Company’s common stock (defined under the Agreement as the average of the lowest
two closing bid prices during the five trading days following delivery of a put
notice (the “Valuation Period”), subject to adjustment for certain “valuation
events,” such as a stock split or issuance of stock lower than the closing bid
price currently in effect). The investment amount for each put is subject to
adjustment in the event that the closing bid price for any trading day during a
Valuation Period falls below a “floor price” of 70% of the average of the
closing bid prices for the three trading days ending immediately prior to a put
date.
In
connection with the Agreement, the Company issued the Investor a warrant (the
“Warrant”) to purchase up to 5,000,000 shares of the Company’s common stock at
an original exercise price of $.001 or par value, whichever is lower. The
Warrant is subject to adjustment for certain events such as such stock dividends
and splits or certain dilutive issuances of securities by the
Company.
The
Company also entered into a Registration Rights Agreement with the Investor for
registration of the resale of the shares underlying the Agreement and the
Warrant. As set forth above, the Company’s right to make a put under the
Agreement is subject to an effective registration statement with the Securities
and Exchange Commission covering the resale of the shares. Except as otherwise
provided in the transaction documents, the amount of common shares the Investor
may purchase under the Agreement or exercise under the warrant, may not be an
amount which would cause the Investor’s (and its affiliates) total beneficial
ownership of the Company’s common stock to exceed 4.99% of the Company’s
outstanding common stock.
Other
than with respect to the Agreement, there is no material relationship between
the Company and the Investor, or affiliates of either party.
The
foregoing is solely a general discussion of these agreements and is qualified by
reference to the full text of these agreements, which are attached as exhibits
to the Form 8-K filing.
Item
1.02. Termination of a Material Definitive
Agreement
As
previously reported, on or about February 17, 2010, the Company entered into an
Indirect Primary Offering Agreement and related registration rights agreement
(the “Agreement”) with the Crisnic Fund, S.A. (the “Investor”) whereby subject
to the terms and conditions set forth in the Agreement, the Investor was to
purchase up to $1,500,000 in shares of the Company’s common stock over a
twenty-four month period. In connection with this transaction, the Company also
issued the Investor 600,000 shares of its restricted common stock and paid a due
diligence fee of $5,000 cash. Other than with respect to the Agreement, there is
no material relationship between the Company and the Investor, or affiliates of
either party.
On July
21, 2010, the Company confirmed termination of the Agreement with the Investor
because the Company could not obtain additional funds for due diligence fees.
The Investor has agreed to return the 600,000 shares to the Company and has
retained the $5,000 initial due diligence fee.
As
previously reported, on February 17, 2010, the Company approved an agreement
with Big Apple Consulting USA, Inc., a Delaware corporation (“Big Apple”)
whereby among other things, Big Apple was to assist and advise the Company in
regard to improving investor awareness of the Company and its business in the
brokerage community, and provide investor relations and other business
consulting services to the Company for a period of six months. The agreement was
to automatically renew every six months thereafter unless terminated by the
Company. Compensation under the agreement was to be $40,000 monthly, payable in
cash or common stock. The Company issued 800,000 restricted shares of its common
stock to Big Apple, representing the first and last month’s payment under the
agreement. On June 29, 2010, the Company provided notice under the terms of the
agreement that the agreement was terminated and is evaluating its options
following termination of the agreement. Other than with respect to the
agreement, there is no material relationship between the Company and Big Apple,
or affiliates of either party.
Item
3.02. Unregistered Sales of Equity Securities
In
connection with the Equity Credit Agreement with Southridge Partners II, LP
disclosed in Item 1.01, the Company issued the Investor the Warrant (as
described in Item 1.01 above).
The
foregoing securities were issued in reliance upon an exemption from registration
under Section 4(2) and/or Regulation D of the Securities Act of 1933, as
amended. The investor is an accredited investor, there was no general
solicitation or advertising in connection with the offer or sale of securities,
and the securities were issued with a restrictive legend.
Item
5.02. Departure of Directors or Principal Officer; Election of Directors;
Appointment of Principal Officers
On July
20, 2010, the Company appointed Chuck Pinkerton as its Chief Executive Officer
under an employment agreement effective for a one year term.
Chuck
Pinkerton
, age 57, has over 35 years’ experience working with Fortune 500
Corporations within the automotive, petroleum, retail and construction arenas.
Within these companies, Mr. Pinkerton has held the positions as Vice President
Sales & Marketing, Director of Business Development and Director of
Operations and has established relationships with companies such as BP, Amoco,
Citgo and others. From 1998 to 2001, in his position as Executive Vice President
of Kux Manufacturing Inc., a supplier of automotive products for the US market,
he has established longstanding relationships with companies such as Honda,
Nissan, GM, Toyota, Ford and Mazda among others. From 2001 through present, he
served as President and CEO of Kux Architectural Products and as Director of
Business for Engineered Tax Services.
Under the
employment agreement with the Company, Mr. Pinkerton will be entitled to $5,000
per month, less withholding as required by law, a signing bonus of 100,000 stock
options vesting in equal allocations over one year at an exercise price as of
the date of the grant and standard Company medical and vacation benefits. Mr.
Pinkerton’s compensation and additional issuances of common stock will also be
reevaluated throughout the agreement and adjusted as agreed upon.
There are
no arrangements or understandings between Mr. Pinkerton and any other person
pursuant to which Mr. Pinkerton was appointed to serve as the Chief Executive
Officer of the Company. There are no family relationships between Mr. Pinkerton
and any director or executive officer of the Company, and he has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
A press
release announcing Mr. Pinkerton’s appointment is furnished as Exhibit 99.1 to
the Form 8-K. Mr. Pinkerton’s employment agreement is attached as Exhibit 10.4
to this Form 8-K.
Item
9.01. Financial Statements and
Exhibits
(d)
Exhibits
10.1 Equity
Credit Agreement by and between Marketing Worldwide Corporation and Southridge
Partners II, LP dated July 26, 2010
10.2 Registration
Rights Agreement dated July 26, 2010 between Marketing Worldwide Corporation and
Southridge Partners II, LP
10.3 Warrant
issued to Southridge Partners II, LP
10.4 Employment
Agreement with Chuck Pinkerton
99.1 Press
release re Appointment of Chuck Pinkerton
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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Date:
August 4, 2010
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Marketing
Worldwide Corporation
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/s/
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Michael
Winzkowski
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Michael
Winzkowski
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President
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Exhibits
10.1 Equity
Credit Agreement by and between Marketing Worldwide Corporation and Southridge
Partners II, LP dated July 26, 2010
10.2 Registration
Rights Agreement dated July 26, 2010 between Marketing Worldwide Corporation and
Southridge Partners II, LP
10.3 Warrant
issued to Southridge Partners II, LP
10.4 Employment
Agreement with Chuck Pinkerton
99.1 Press
release re Appointment of Chuck Pinkerton
Marketing Worldwide (PK) (USOTC:MWWC)
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