0001144204-12-036061.txt : 20120622 0001144204-12-036061.hdr.sgml : 20120622 20120622163355 ACCESSION NUMBER: 0001144204-12-036061 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120622 DATE AS OF CHANGE: 20120622 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VCAF GP, LLC GROUP MEMBERS: VISION CAPITAL ADVANTAGE FUND, L.P. GROUP MEMBERS: VISION CAPITAL ADVISORS, LLC 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: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82885 FILM NUMBER: 12922784 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 Opportunity Master Fund, Ltd. CENTRAL INDEX KEY: 0001349985 IRS NUMBER: 270120759 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICES (CAY) LTD. STREET 2: 88 NEXUS WAY CITY: CAMANA BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-9007 BUSINESS PHONE: (345) 949-9876 MAIL ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICES (CAY) LTD. STREET 2: 88 NEXUS WAY CITY: CAMANA BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-9007 FORMER COMPANY: FORMER CONFORMED NAME: VISION OPPORTUNITY MASTER FUND, LTD. DATE OF NAME CHANGE: 20070830 FORMER COMPANY: FORMER CONFORMED NAME: Vision Opportunity Master Fund Ltd DATE OF NAME CHANGE: 20060117 SC 13G/A 1 v316728_sc13ga.htm FORM SC 13G/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(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)

 

June 22, 2012 (see Explanatory Note)

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

£ Rule 13d-1(b)

 

S Rule 13d-1(c)

 

£ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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 (“Act”) 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 11
 

 

CUSIP No. 57061T102

 

1.Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Adam Benowitz

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) £

(b) £

 

3.SEC Use Only

 

4.Citizenship or Place of Organization

 

United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5.  SOLE VOTING POWER 0
6.  SHARED VOTING POWER 0
7.  SOLE DISPOSITIVE POWER 0
8.  SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £

 

11.Percent of Class Represented by Amount in Row (9)

 

0%

 

12.Type of Reporting Person (See Instructions)

 

IN

 

* Beneficial ownership information above is as of June 22, 2012, the filing date of this Schedule 13G/A. Also see Explanatory Note.

 

Page 2 of 11
 

 

CUSIP No. 57061T102

 

 

1.Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Vision Capital Advisors, LLC

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) £

(b) £

 

3.SEC Use Only

 

4.Citizenship or Place of Organization

 

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5.  SOLE VOTING POWER 0
6.  SHARED VOTING POWER 0
7.  SOLE DISPOSITIVE POWER 0
8.  SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £

 

11.Percent of Class Represented by Amount in Row (9)

 

0%

 

12.Type of Reporting Person (See Instructions)

 

IA

 

* Beneficial ownership information above is as of June 22, 2012, the filing date of this Schedule 13G/A. Also see Explanatory Note.

 

Page 3 of 11
 

 

CUSIP No. 57061T102

 

1.Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Vision Opportunity Master Fund, Ltd.

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) £

(b) £

 

3.SEC Use Only

 

4.Citizenship or Place of Organization

 

Cayman Islands

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5.  SOLE VOTING POWER 0
6.  SHARED VOTING POWER 0
7.  SOLE DISPOSITIVE POWER 0
8.  SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £

 

11.Percent of Class Represented by Amount in Row (9)

 

0%

 

12.Type of Reporting Person (See Instructions)

 

CO

 

* Beneficial ownership information above is as of June 22, 2012, the filing date of this Schedule 13G/A. Also see Explanatory Note.

 

Page 4 of 11
 

 

CUSIP No. 57061T102

 

1.Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Vision Capital Advantage Fund, L.P.

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) £

(b) £

 

3.SEC Use Only

 

4.Citizenship or Place of Organization

 

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5.  SOLE VOTING POWER 0
6.  SHARED VOTING POWER 0
7.  SOLE DISPOSITIVE POWER 0
8.  SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £

 

11.Percent of Class Represented by Amount in Row (9)

 

0%

 

12.Type of Reporting Person (See Instructions)

 

PN

 

* Beneficial ownership information above is as of June 22, 2012, the filing date of this Schedule 13G/A. Also see Explanatory Note.

 

Page 5 of 11
 

CUSIP No. 57061T102

 

1.Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

VCAF GP, LLC

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) £

(b) £

 

3.SEC Use Only

 

4.Citizenship or Place of Organization

 

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5.  SOLE VOTING POWER 0
6.  SHARED VOTING POWER 0
7.  SOLE DISPOSITIVE POWER 0
8.  SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) £

 

11.Percent of Class Represented by Amount in Row (9)

 

0%

 

12.Type of Reporting Person (See Instructions)

 

OO

 

* Beneficial ownership information above is as of June 22, 2012, the filing date of this Schedule 13G/A. Also see Explanatory Note.

 

Page 6 of 11
 

 

EXPLANATORY NOTE

 

This Amendment No. 2 to Schedule 13G (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 is being filed on June 22, 2012 to reflect that the Filers no longer have (and have not had since May 25, 2012) beneficial ownership of any shares of Common Stock. Set forth in the chart below are all transactions in the Common Stock by the Filers from April 30, 2009 through the filing date of this Amendment No. 2, and the corresponding beneficial ownership of the Filers after giving effect to each such transaction (with the percentages being based on amounts of Common Stock outstanding obtained from the Company’s public filings). The beneficial ownership information contained in this Amendment No. 2 supersedes any inconsistent information contained in the following filings previously made by the Filers, which filings failed to take into account dividend shares which accrued in tranches beginning on June 30, 2009: Amendment No. 5 to Schedule 13D filed on September 30, 2009; Amendment No. 6 to Schedule 13D filed on July 28, 2011; Schedule 13G filed on August 1, 2011; and Amendment No. 1 to Schedule 13G filed on February 15, 2012.

 

Date Transaction Type Transaction Qty. (in Common Shares) Cumulative Common Held By Filers post transaction Common As Percentage of Shares Outstanding
4/30/2009     4,303,678 25.549%
5/28/2009 Dividends Received 785,000 5,088,678 28.864%
6/30/2009 Dividends Accrued 157,500 5,246,178 29.493%
9/30/2009 Dividends Accrued 157,500 5,403,678 29.772%
12/31/2009 Dividends Accrued 157,500 5,561,178 30.376%
3/31/2010 Dividends Accrued 157,500 5,718,678 30.027%
6/30/2010 Dividends Accrued 157,500 5,876,178 26.958%
9/30/2010 Dividends Accrued 157,500 6,033,678 27.482%
12/31/2010 Dividends Accrued 3,013,777 9,047,455 36.235%
3/31/2011 Dividends Accrued 4,405,594 13,453,049 29.524%
 06/06/2011 Market Sale -45,000 13,408,049 29.425%
 06/07/2011 Market Sale -150,000 13,258,049 29.096%
 06/08/2011 Market Sale -39,000 13,219,049 29.010%
6/30/2011 Dividends Accrued 3,985,324 17,204,373 27.743%
 07/12/2011 Market Sale -250,000 16,954,373 27.340%
 09/21/2011 Market Sale -118,940 16,835,433 27.148%
 09/22/2011 Market Sale -105,000 16,730,433 26.979%
 09/26/2011 Market Sale -1,380,738 15,349,695 24.752%
9/30/2011 Dividends Accrued 5,075,733 20,425,428 28.985%
 11/09/2011 Market Sale -219,826 20,205,602 28.673%
 11/10/2011 Market Sale -168,453 20,037,149 28.434%
 11/15/2011 Market Sale -100,000 19,937,149 28.292%
 12/02/2011 Market Sale -708,074 19,229,075 27.287%

 

Page 7 of 11
 

 

 12/21/2011 Market Sale -755,550 18,473,525 26.215%
 12/22/2011 Market Sale -900,000 17,573,525 24.938%
 12/27/2011 Market Sale -1,517,062 16,056,463 22.785%
 12/27/2011 Series A Conversion 4,499,998 20,556,461 29.170%
 12/28/2011 Market Sale -186,550 20,369,911 28.906%
 12/29/2011 Market Sale -730,000 19,639,911 27.870%
 12/30/2011 Market Sale -2,000,000 17,639,911 25.032%
12/31/2011 Dividends Accrued 15,144,231 32,784,142 19.973%
 02/16/2012 Market Sale -1,130,200 31,653,942 19.285%
 02/17/2012 Market Sale -75,000 31,578,942 19.239%
 02/22/2012 Market Sale -1,000,000 30,578,942 18.630%
 02/27/2012 Market Sale -972,700 29,606,242 18.037%
 03/01/2012 Market Sale -1,314,689 28,291,553 17.236%
 03/02/2012 Market Sale -859,395 27,432,158 16.712%
 03/05/2012 Market Sale -1,200,000 26,232,158 15.981%
 03/08/2012 Market Sale -250,000 25,982,158 15.829%
 03/22/2012 Market Sale -500,000 25,482,158 15.524%
 03/27/2012 Market Sale -1,450,000 24,032,158 14.641%
3/31/2012 Dividends Accrued 24,764,151 48,796,309 9.688%
 04/12/2012 Market Sale -6,600,000 42,196,309 8.378%
 04/30/2012 Market Sale -4,000,000 38,196,309 7.584%
 05/01/2012 Market Sale -1,923,672 36,272,637 7.202%
 05/07/2012 Market Sale -6,000,000 30,272,637 6.010%
 05/08/2012 Market Sale -100,000 30,172,637 5.991%
 05/23/2012 Private Sale -30,172,637 0 0.000%

 

Item 1.

 

(a)The name of the issuer is Marketing Worldwide Corporation (the “Issuer”).

 

(b)The principal executive offices of the Issuer are located at 2212 Grand Commerce Drive, Howell, Michigan 48855.

 

Item 2.

 

(a)This Statement is being filed by (i) Vision Opportunity Master Fund, Ltd., a Cayman Islands company (the “Master Fund”), (ii) Vision Capital Advisors, LLC, a Delaware limited liability company (the “Investment Manager”), (iii) Vision Capital Advantage Fund, L.P., a Delaware limited partnership (“VCAF”; and together with the Master Fund, the “Funds”), (iv) VCAF GP, LLC, a Delaware limited liability company (“VCAF GP”), which serves as the general partner of VCAF, and (v) Adam Benowitz, the Managing Member of the Investment Manager (all of the foregoing, collectively, the “Filers”). Each of the Funds is a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own account. The Funds directly beneficially own all of the shares reported in this Statement. Mr. Benowitz and the Investment Manager (and VCAF GP, with respect to the shares owned by VCAF) may be deemed to share with the Master Fund and VCAF voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than those beneficially owned directly by such Filer.

 

Page 8 of 11
 

 

(b)The principal business office of the Master Fund is:

 

c/o Ogier Fiduciary Services (Cayman) Limited

P.O. Box 1234

113 South Church Street

Queensgate House

Grand Cayman KY1-1108

Cayman Islands

 

The principal business office of each of VCAF, VCAF GP, the Investment Manager and Mr. Benowitz is:

 

20 West 55th Street, 5th Floor

New York, New York 10019

USA

 

(c)For citizenship information see Item 4 of the cover page of each Filer.

 

(d)This Statement relates to the Common Stock, par value $0.001 per share, of the Issuer (the “Common Stock”).

 

(e)The CUSIP Number of the Common Stock is listed on the cover pages hereto.

 

Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) £ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)£ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)£ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)£ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)£ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)£ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)£ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)£ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)£ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)£ Group, in accordance with 240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

Item 4. Ownership.

 

See Explanatory Note.

 

Page 9 of 11
 

 

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: S

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

(a)Not applicable.

 

(b)By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 10 of 11
 

 

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 22, 2012

 

ADAM BENOWITZ

VISION CAPITAL ADVISORS, LLC

VISION OPPORTUNITY MASTER FUND, LTD.

VCAF GP, LLC

VISION CAPITAL ADVANTAGE FUND, L.P.

 

 

By: /s/ Adam Benowitz_______________________

Adam Benowitz, for himself, as Managing Member of the Investment Manager, as Managing Member of VCAF GP (for itself and on behalf of VCAF), and as a Director of the Master Fund

 

 

Page 11 of 11