-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UWY3IUqJjrj/Mk7OHvBcI1ovTucwXXMcd0z/OlInJdZbJpTMjTEdO6EShjQGNIj1 jMmd0frp9gFVWl+LOU8J1g== 0001019056-08-000807.txt : 20080623 0001019056-08-000807.hdr.sgml : 20080623 20080623172914 ACCESSION NUMBER: 0001019056-08-000807 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080623 DATE AS OF CHANGE: 20080623 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARKETING WORLDWIDE CORP CENTRAL INDEX KEY: 0001278363 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 680566295 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82885 FILM NUMBER: 08912938 BUSINESS ADDRESS: STREET 1: 2212 GRAND COMMERCE DRIVE CITY: HOWELL STATE: MI ZIP: 48855 BUSINESS PHONE: 517-540-0045 MAIL ADDRESS: STREET 1: 2212 GRAND COMMERCE DRIVE CITY: HOWELL STATE: MI ZIP: 48855 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 mwwc_13da2.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* Marketing Worldwide Corporation ------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ------------------------------------------------------- (Title of Class of Securities) 57061T102 ------------------------------------------------------- (CUSIP Number) Vision Capital Advisors, LLC 20 West 55th Street, 5th Floor New York, NY 10019 Attention: Antti Uusiheimala Tel: 212.849.8225 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 20, 2008 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) Page 1 of 4 pages EXPLANATORY NOTE This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") 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. 2 supplements Items 4 and 7 of the Schedule 13D (as amended) filed by Vision Opportunity Master Fund, Ltd., a Cayman Islands limited company (the "Fund"), Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, LLC), a Delaware limited liability company (the "Investment Manager"), and Adam Benowitz, a United States Citizen ("Mr. Benowitz", and together with the Fund and the Investment Manager, the "Reporting Persons"). ITEM 4. Purpose of Transaction. Pursuant to Amendment No. 2 to the Series J Warrant of the Issuer dated as of June 20, 2008, by and among the Issuer and the Fund, the term of the Series J Warrant to purchase shares of Common Stock of the Issuer dated April 23, 2007, as amended by Amendment No. 1 to the Series J Warrant of the Issuer, dated September 27, 2007 (the "Series J Warrant"), was extended from June 23, 2008 to July 7, 2008. All other terms and provisions of the Series J Warrant remain unmodified and in full force and effect. ITEM 7. Material to be Filed as Exhibits. Exh. # Description ------ ----------- 15. Amendment No. 2 to the Series J Warrant dated as of June 20, 2008. Page 2 of 4 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: June 23, 2008 ADAM BENOWITZ VISION CAPITAL ADVISORS, LLC VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ ADAM BENOWITZ ------------------------------------- Adam Benowitz, for himself, as Managing Member of the Investment Manager and as a Director of the Fund Page 3 of 4 pages EXHIBIT INDEX Exh. # Description - ------ ----------- 15. Amendment No. 2 to the Series J Warrant dated as of June 20, 2008. Page 4 of 4 pages AMENDMENT NO. 2 TO THE SERIES J WARRANT OF MARKETING WORLDWIDE CORPORATION This Amendment No. 2 (this "Amendment"), dated as of June 20, 2008, by and among Marketing Worldwide Corporation, a Delaware corporation (the "Company"), and Vision Opportunity Master Fund, Ltd. (the "Purchaser") hereby amends the Series J Warrant (No. W-J-07-01) to purchase shares of Common Stock of the Company dated April 23, 2007, as amended by Amendment No. 1 (as defined below), dated September 27, 2007 and issued to the Purchaser (the "Warrant"). Terms used in this Amendment without definition shall have the meanings given them in the Warrant. WHEREAS, the Company and the Purchaser entered into the Series A Convertible Preferred Stock Purchase Agreement (the "Agreement") dated as of April 23, 2007 wherein Purchaser was issued the Warrant; WHEREAS, the Company and the Purchaser entered into Amendment No. 1 to the Series J Warrant of Marketing Worldwide Corporation ("Amendment No. 1") on September 27, 2007; WHEREAS, the Company and the Purchaser now desire to amend the Warrant as more fully set forth herein; and WHEREAS, this Amendment will be effective when it is executed by the Company. NOW THEREFORE, in consideration of the premises and the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the parties hereby amend the Warrant as follows: 1. The text on the first page of the warrant which reads "Expires June 23, 2008" is hereby deleted in its entirety and replaced with "Expires July 7, 2008." 2. Section 1: Term. Section 1 is hereby deleted in its entirety and replaced with the following: Term. The term of this Warrant shall commence on April 23, 2007 and shall expire at 6:00 p.m., Eastern Time, on July 7, 2008 (such period being the "Term"). 3. Full Force and Effect. Except to the extent the Warrant is modified by this Amendment, the other terms and provisions of the Warrant shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 to the Series J Warrant as of the date first above written. The Company: MARKETING WORLDWIDE CORPORATION By: /s/ MICHAEL WINZKOWSKI ------------------------------------- Name: Michael Winzkowski Title: CEO ACKNOWLEDGED AND AGREED TO: VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ ADAM BENOWITZ ------------------------------------ Name: Adam Benowitz Title: Director -----END PRIVACY-ENHANCED MESSAGE-----