Attached files
| file | filename |
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| EX-10.4 - MARKETING WORLDWIDE CORP | v180158_ex10-4.htm |
| EX-10.3 - MARKETING WORLDWIDE CORP | v180158_ex10-3.htm |
| EX-10.1 - MARKETING WORLDWIDE CORP | v180158_ex10-1.htm |
| EX-10.2 - MARKETING WORLDWIDE CORP | v180158_ex10-2.htm |
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): February 17, 2010
Marketing
Worldwide Corporation
(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
|
|
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
(Address
of principal executive offices) (Zip Code)
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
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
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Entry
into a Material Definitive
Agreement
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On
February 17, 2010, Marketing Worldwide Corporation (the “Company”) approved an
agreement with Big Apple Consulting USA, Inc., a Delaware corporation (“Big
Apple”) whereby among other things, Big Apple will 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
will automatically renew every six months thereafter unless terminated by the
Company. The Company agreed to compensate Big Apple with $40,000
monthly, payable in cash or common stock. Payments in stock are due on or before
the 15th of each
month, based on the previous ten day average closing bid price of the Company’s
common stock, but never less than $.10 per share. Upon execution of the
Agreement, the Company agreed to issue 800,000 restricted shares of its common
stock to Big Apple, representing the first and last month’s payment under the
agreement. As additional compensation, the Company agreed to issue Big Apple a
one year option to purchase $500,000 worth of common stock at a 40% discount to
the market price of the ten day average closing bid price of the Company’s
common stock but never less than $.50 per share. During the term of the
agreement, the consultant is entitled to the exclusive right of first refusal to
acquire certain free trading equity of the Company that may be available from
time to time, except for founder’s stock or stock issued pursuant to Rule
144.
On
February 17, 2010, the Company approved an Indirect Primary Offering 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 committed
to purchase up to $1,500,000 in shares of the Company’s common stock over a
twenty-four month period. Under the Agreement, the Company may
deliver advance notices to the Investor to purchase up to $500,000 of the
Company’s common stock(not to exceed $1,000,000 in any 30 day calendar period)
from time to time, as and when it determines appropriate in accordance with the
terms and conditions of the Agreement. The Company may deliver an
advance notice no less than five trading days after any prior advance notice
date. Each advance of funds is subject to delivery of the shares to the Investor
without restrictive legends within two trading days of the notice and an
effective registration statement covering the resale of the shares. The number
of shares purchased by the Investor shall be determined by dividing the amount
of the advance by a purchase price equal to 100% of the market price during the
five consecutive trading days after the advance notice (the “Pricing Period”).
The lowest closing bid price of the common stock during the Pricing Period for
any particular advance shall be equal to 95% of the closing bid price on the
trading day immediately preceding the advance notice date for such advance
notice (the “Minimum Acceptable Price”) or such advance shall be subject to
reduction as set forth in the agreement. The Company may waive the Minimum
Acceptable Price in its sole discretion by providing advance written notice to
the Investor. As set forth above, the Company’s advances are subject to an
effective registration statement with the Securities and Exchange Commission
covering the resale of the shares.
The
Company entered into a Registration Rights Agreement with the Investor for
registration of the resale of the shares underlying the Agreement. In
connection with these transactions, the Company also agreed to issue to the
Investor 600,000 shares of restricted common stock and to the Investor’s
counsel, a due diligence fee of $5,000 cash and 90,000 shares of registered
common stock. On each advance date, the Company shall pay to the
Investor an amount equal to one percent of each advance out of the gross
proceeds of the advance.
On March
4, 2010, the Company entered into a consulting agreement with Stanley
Wunderlich, whereby Mr. Wunderlich will provide business advisory services
related to the Company’s business activities, especially in the European and
Chinese markets, advise the Company concerning the selection and engagement of a
suitable investment banking firm and identify global marketing firms to provide
services to the Company as requested by the Company, until March 31, 2011. In
exchange for these services, the Company agreed to issue to Mr. Wunderlich up to
5,000,000 registered shares of common stock, with 1,000,000 shares issued upon
execution of the agreement, and the remainder delivered throughout the term of
the agreement.
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.
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Item
3.02
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Unregistered
Sales of Equity Securities
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On
February 17, 2010, pursuant to the agreements set forth with Big Apple
Consulting USA, Inc. and Crisnic Fund, S.A., the Company issued 800,000 shares
with a Rule 144 legend to Big Apple and 600,000 shares with a Rule 144 legend to
Crisnic. Further, on February 17, 2010, the Company issued 120,000
shares of common stock with a Rule 144 legend to Consulting for Strategic Growth
1, Ltd. for investor and media relation services provided through January 5,
2010. The shares were valued at $.20 per share, the market price of the
Company’s common stock on February 17, 2010.
On March
10, 2010, the Company issued to a consultant 75,000 shares of common stock with
a Rule 144 legend for advice related to its general business activities,
including introductions to debt financing sources. The Company also agreed to
pay the consultant $5,000 and future compensation subject to certain funds
received by the Company pursuant to this agreement. The issuance of the shares
was recorded as an expense of $8,250 for services based upon a March 10, 2010
stock trade of $.11 per share.
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. All of the investors were accredited investors and/or had preexisting
relationships with the Company, there was no general solicitation or advertising
in connection with the offer or sale of securities, and the shares were issued
with a restrictive legend.
Following
these issuances, on March 25, 2010, the Company had 18,415,091 shares of common
stock issued and outstanding.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
10.1 Consulting
Agreement with Big Apple Consulting USA, Inc.
10.2 Indirect
Primary Offering Agreement
10.3 Registration
Rights Agreement
10.4 Consulting
Agreement with Stanley Wunderlich
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:
March ___, 2010
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Marketing
Worldwide Corporation
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/s/
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James C. Marvin
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James
C. Marvin,
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Chief
Operating Officer
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