UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~October~~December 2722, ~~2014~~2015

Simon Worldwide, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

of Incorporation)


0-21878				04-3081657
(Commission File Number)				(IRS Employer Identification No.)


18952 MacArthur Boulevard, Irvine, California				92612
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 251-4660

Not Applicable

(Former Name or Former 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):

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))

Item 28.0501. ~~Costs~~Other ~~Associated with Exit or Disposal Activities~~Events.

~~Three~~At ~~Lions Entertainment, LLC (“Three Lions”) is~~ a variable interest entity in which Simon Worldwide, Inc. (the “Company”) holds membership units representing a 60% economic interest, but which does not provide the Company the ability to exercise control. In a meeting held on ~~October~~December 2722, ~~2014~~2015, the ~~executive~~Board ~~board~~ of ~~Three~~Directors ~~Lions considered and unanimously voted to~~ (ithe “Board”) ~~approve~~ aof ~~plan~~Simon ~~proposed by Three Lions’ management~~Worldwide, ~~with~~Inc. (the ~~assistance~~“Company”) ofunanimously ~~its~~approved ~~advisors, to proceed with~~ the ~~voluntary liquidation~~following ~~and dissolution of Three Lions in accordance with Delaware law~~actions, and ~~(ii) appoint~~authorized ~~Three Lions’ Chief Operating Officer~~ and ~~Chief~~directed ~~Financial Officer, Stacey Bain, as the liquidating trustee for Three Lions. Due to~~ a ~~confluence~~special ~~of a~~meeting ~~number~~ of ~~adverse~~the ~~factors, but in particular, a ratings performance well below expectations on Three Lion~~Company’s ~~initial~~shareholders ~~Fashion~~be ~~RocksTM~~held ~~broadcast on September 9, 2014, and the resultant decision~~ to ~~cancel~~approve ~~further~~such ~~production~~actions: on other projects, Three Lions recorded unanticipated losses. Based upon financial information provided by Three Lions’ management and Three Lions’ inability to raise additional capital, the executive board concluded that Three Lions would not have adequate funds to continue to operate. Subsequently, and upon the recommendation of Three Lions’ management and its advisors, the executive board voted to liquidate and dissolve Three Lions.

~~The~~• ~~Company currently estimates that it will incur charges and expenses in connection with~~ the ~~liquidation~~transfer ~~and dissolution~~ of ~~Three~~ ~~Lions~~all ofor ~~approximately~~substantially ~~$220,000,~~all ~~including a $199,583 charge pursuant to the cash collateralized bank letter~~ of ~~credit that~~ the Company’s ~~provided~~assets toin ~~support~~accordance ~~payments on an office lease obtained by Three Lions~~with, and ~~additional~~the ~~legal~~Company’s ~~and~~execution ~~other professional fees~~ and ~~associated~~delivery ~~costs estimated to total approximately $20~~of,~~000.~~ ~~The~~a ~~Company~~trust ~~expects~~agreement toand ~~write~~assignment ~~off~~for the ~~value~~benefit of ~~its~~creditors, ~~investment~~that inupon ~~Three~~execution ~~Lions~~provides ~~on its financial statements~~ for the ~~quarter~~assignment ~~ended~~of ~~September 30,~~all ~~2014,~~of ~~which will be filed with~~ the Company’s ~~Quarterly~~assets ~~Report~~to ona ~~Form~~trust ~~10-Q~~so ~~for said quarter, because~~ the ~~Company’s~~trustee/assignee ~~share~~may oforderly ~~Three~~liquidate ~~Lions’ operating losses for~~ the ~~quarter~~assets ~~ended~~and ~~September 30,~~distribute ~~2014~~any isproceeds ~~expected~~therefrom to ~~exceed~~creditors ~~the $4,308,000 carrying value~~ of ~~such~~ ~~investment~~the ~~as of June 30, 2014.~~ Company;

As• ~~described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2014, the Company is party to~~ a ~~Pledge~~plan ~~Agreement with SunTrust Bank (“SunTrust”) pursuant to which the Company pledged all~~ of ~~its~~dissolution equity interests in Three Lions and any and all proceeds therefrom (the “Pledged Securities”), to SunTrust as security for Three Lions’ obligations under its credit facility with SunTrust. The Pledge Agreement provides, among other things, that upon an event of ~~default under~~ the ~~SunTrust credit agreement~~Company, ~~SunTrust~~ ~~would~~including ~~be entitled to exercise all voting and other rights with respect to~~ the ~~Pledged~~liquidation ~~Securities~~ and todissolution foreclose on the Pledged Securities. The Company does not know what, if any, actions SunTrust may seek to take against the Pledged Securities or the Company. The Pledge Agreement expressly provides that SunTrust shall not have any claim, remedy or right to proceed against the Company for any deficiency in payment or performance of the ~~obligations under the SunTrust credit agreement, from any source other than the Pledged Securities pledged by the Pledge Agreement. The~~ Company ~~does~~contemplated ~~not~~thereby; expect to receive any amounts in respect of the Pledged Securities from a liquidation of Three Lions regardless of whether SunTrust elects to foreclose on the Pledged Securities or not, as the proposed liquidation plan does not provide for any distributions to be made to the equity holders in respect of their equity interests in Three Lions. and

~~The~~• a certificate of amendment to the Company’s ~~believes~~Restated ~~that~~Certificate of Incorporation to (i) eliminate the ~~liquidation~~classified nature of ~~Three~~the ~~Lions~~Board, ~~will~~reduce ~~have~~the aminimum ~~material~~and ~~adverse~~maximum ~~effect~~number of directors serving on the ~~Company~~Board, ~~its~~and ~~financial~~modify ~~condition~~the ~~and results~~requirements offor ~~operations.~~electing, ~~Since~~removing, ~~its~~or ~~initial~~replacing ~~investment~~a indirector ~~Three~~and ~~Lions~~for infilling ~~March~~any ~~2013~~vacancy on the Board, (ii) remove the ~~Company’s~~requirement ~~business~~that ~~has~~stockholder ~~substantially~~actions ~~consisted~~must ofbe ~~acting~~effected asat ~~the~~a ~~majority~~stockholder ~~equity~~meeting ~~holder~~and ofmay not be effected by written consent, and ~~holding~~(iii) arepeal ~~membership~~and ~~interest~~remove certain provisions that have already terminated in, ~~Three~~accordance ~~Lions.~~with ~~Accordingly,~~their ~~the~~ terms and that are no longer in effect.

The Company’s ~~results~~expects ofto ~~operations~~mail ~~and~~notices ~~financial~~to ~~condition~~its ~~depend~~stockholders onin the ~~successful~~next ~~operations~~few ofweeks ~~Three~~containing ~~Lions.~~the Todate, ~~the~~time ~~extent~~and ~~that~~place of the ~~Company~~special ismeeting ~~unable~~(which towill ~~identify~~not ~~and~~be less ~~obtain~~than an20 ~~alternate source~~days after the mailing of ~~funds~~the notices), itthe ~~may~~record ~~itself~~date for the meeting, and information regarding the proposals to be ~~forced~~submitted to ~~liquidate~~a vote of the stockholders at the meeting. ~~However,~~Neither ~~management~~the ~~believes~~Company itnor ~~has~~the ~~sufficient~~Board ~~capital~~will ~~resources~~solicit ~~and~~any ~~liquidity~~proxies toin connection ~~operate~~with the ~~Company~~special ~~for~~meeting ator ~~least~~the ~~another~~proposals ~~twelve~~to ~~(12) months~~be considered thereat.

~~The~~In ~~Company’s~~a ~~Board~~Schedule of13D/A ~~Directors~~filed ~~has~~with ~~instructed~~the ~~management~~Securities toand ~~explore~~Exchange ~~all~~Commission (“SEC”) ~~possible~~on ~~strategic~~December 23, ~~options~~2015, ~~for~~Overseas Toys, L.P., which holds approximately 87.6% of the outstanding shares of the Company’s common stock (the “Majority Stockholder”), has indicated its intent to ~~secure~~vote ~~additional~~in ~~financing~~favor ~~and/or~~of anall ~~operating~~of ~~business,~~the ~~however,~~foregoing ~~there~~actions ~~can~~to be nosubmitted ~~assurances~~to ~~whatsoever~~a ~~that~~vote of the ~~Company~~stockholders ~~will~~at bethe ~~able~~special tomeeting, ~~identify~~which avote ~~viable~~of ~~strategic~~the ~~option~~Majority toStockholder ~~enable~~is itrequired and sufficient to ~~continue~~approve ~~operations~~all such actions.

~~Item~~The ~~2.06.~~Company ~~Material~~anticipates ~~Impairments~~that the liquidation of its assets will not be sufficient to pay all creditor claims and the costs and expenses of liquidation and dissolution, and accordingly the Company does not anticipate that any distributions will be made to holders of its common stock in connection with the liquidation.

~~The~~Concurrently ~~information~~with ~~set~~the ~~forth~~filing inof ~~Item~~this Current Report on Form 8-K on December ~~2.05~~23, ~~above~~2015, Anthony Espiritu, chief financial officer of the Company, is ~~hereby~~on ~~incorporated~~behalf of the Company filing a Form 15 with the SEC to voluntarily deregister the Company’s common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend the Company’s reporting obligations under Section 15(d) of the Exchange Act, effective immediately. The filing was authorized and directed by ~~reference~~the ~~into~~Board ~~this~~unanimously ~~Item~~at its December 222, 2015 meeting.~~06.~~

As a result of the Company’s filing of a Form 15, the Company will no longer file quarterly and annual reports, proxy statements, information statements, or current reports with the SEC, and information regarding the Company will become less readily available. The Company expects that as a result of the filing, its common stock will cease to be listed on the OTC Markets Group’s OTC Pink Current Information tier.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically preceded by words such as “believes,” “expects,” “anticipates,” “intends,” “will,” “may,” “should,” or similar expressions, although some forward-looking statements are expressed differently. Forward-looking statements represent the Company’s management’s judgment regarding future events. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. All statement other than statements of historical fact included in the Current Report on Form 8-K are forward-looking statements. The Company cannot guarantee the accuracy of the forward-looking statements, and you should be aware that the Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including the statements under “Risk Factors” contained in the Company’s reports filed with the ~~Securities and Exchange Commission~~SEC.

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.

	SIMON WORLDWIDE, INC.
October 31, 2014	/s/ Anthony Espiritu
December 23, 2015	/s/ Anthony Espiritu
	Name:	Anthony Espiritu
	Name: Anthony Espiritu
	Title:	Chief Financial Officer
	Title: Chief Financial Officer

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