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0000950123-09-073562.txt : 20091228 0000950123-09-073562.hdr.sgml : 20091225 20091228142013 ACCESSION NUMBER: 0000950123-09-073562 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091228 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091228 DATE AS OF CHANGE: 20091228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMON WORLDWIDE INC CENTRAL INDEX KEY: 0000864264 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 043081657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21878 FILM NUMBER: 091261582 BUSINESS ADDRESS: STREET 1: 5200 W. CENTURY BOULEVARD STREET 2: SUITE 420 CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 310-417-4660 MAIL ADDRESS: STREET 1: 5200 W. CENTURY BOULEVARD STREET 2: SUITE 420 CITY: LOS ANGELES STATE: CA ZIP: 90045 FORMER COMPANY: FORMER CONFORMED NAME: CYRK INC DATE OF NAME CHANGE: 19940214 FORMER COMPANY: FORMER CONFORMED NAME: CYRK INTERNATIONAL INC DATE OF NAME CHANGE: 19930521 8-K 1 b78661e8vk.htm FORM 8-K e8vk

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): December 28, 2009

SIMON WORLDWIDE, INC.

(Exact Name of Registrant as Specified in its Charter)


DELAWARE	0-21878	04-3081657

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


5200 WEST CENTURY BOULEVARD, LOS ANGELES, CA		90045

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code: (310) 417-4660

No change since last report

(Former Name or 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 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release of Simon Worldwide, Inc. (the “Company”), dated December 28, 2009, regarding the appointment of a Special Committee of independent directors to explore alternative courses of action for the Company, including the possible acquisition or combination with one or more operating businesses including the potential acquisition of Ceiva Logic, Inc. by the Company.

The information contained herein, including the exhibit attached and incorporated herein by reference, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following Exhibit is furnished as part of this report:


Exhibit No.		Description

99.1		Press release issued by Simon Worldwide, Inc., dated December 28, 2009

SIGNATURE

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 thereunto duly authorized.


	SIMON WORLDWIDE, INC.
	By:	/s/ Greg Mays
		Greg Mays
		Chief Executive Officer

Dated: December 28, 2009

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press release issued by Simon Worldwide, Inc., dated December 28, 2009

EX-99.1 2 b78661exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

Simon Worldwide Announces Formation of Special Committee

Los Angeles, CA, December 28, 2009 — Simon Worldwide, Inc. (OTC: SWWI) announced today that its Board of Directors has formed a Special Committee consisting of its independent directors, Allan I. Brown and Joseph W. Bartlett, to explore alternative courses of action for the Company, including the possible acquisition or combination with one or more operating businesses including the potential acquisition of Ceiva Logic, Inc. by the Company. There can be no assurance that the exploration of alternatives, including the evaluation of the offer with respect to Ceiva, will result in any agreements or transactions, or that, if completed, any agreements or transactions will be successful or on attractive terms. The Company’s review of alternatives is underway, but no timetable has been set for its completion.

This release contains information about the Company’s future expectations, plans, and prospects, including a review of alternatives being undertaken by the Company, that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. When used in this press release, the word “will”, “expected” and other similar expressions are intended to identify such forward looking statements. Such risks and uncertainties include, but are not limited to, the difficulties in identifying, analyzing and consummating alternatives, and other risks set forth in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any duty to update forward-looking statements.

Contact:

Simon Worldwide, Inc.
Terry Wallock, 310-417-4660