UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) ~~July~~October 1527, ~~2013~~2014

Simon Worldwide, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction ~~of Incorporation)~~

0-21878		95-2568550
(Commission File Number)		(IRS Employer Identification No.)
18952 MacArthur Boulevard, Irvine, California		92612
(Address of Principal Executive Offices)		(Zip Code)

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))

~~Items~~Item 12.0105. ~~Entry~~Costs ~~into~~Associated awith ~~Material~~Exit ~~Definitive~~or ~~Agreement~~Disposal Activities.

OnThree ~~July 15,~~Lions ~~2013~~Entertainment, LLC (“Three Lions”) is a variable interest entity in which Simon Worldwide, Inc. (the “Company”) ~~entered~~holds ~~into~~membership ~~the~~units ~~First~~representing ~~Amendment~~a ~~(the~~60% ~~“Amendment”)~~economic tointerest, ~~the~~but ~~Registration~~which ~~Rights~~does ~~Agreement~~not ~~(as~~provide ~~amended,~~ the ~~“Agreement”),~~ ~~dated~~Company ~~November 10,~~the ~~1999,~~ability byto ~~and~~exercise ~~between~~control. ~~the~~In a ~~Company~~meeting ~~and~~held ~~Overseas~~on ~~Toys~~October 27, ~~L.P.~~2014, athe ~~Delaware~~executive ~~limited~~board ~~partnership~~of ~~(“Overseas~~Three ~~Toys”)~~Lions ~~previously~~considered ~~filed~~and asunanimously anvoted ~~exhibit~~ to ~~the~~(i) approve ~~Company’s~~a ~~Annual~~plan ~~Report~~proposed onby ~~Form~~Three ~~10-K~~Lions’ ~~for~~ management, with the ~~year~~assistance ~~ended~~of ~~December 31~~its advisors, ~~1999.~~to ~~The~~proceed ~~Amendment~~with ~~amends~~ the ~~Agreement~~voluntary liquidation toand ~~include~~dissolution ~~within~~of ~~the~~Three ~~definition~~Lions ofin ~~“Registrable~~accordance ~~Securities”~~with ~~thereunder:~~Delaware law, and (1ii) ~~shares~~appoint ofThree ~~the Company~~Lions’s ~~common~~Chief ~~stock~~Operating Officer and Chief Financial Officer, ~~par~~Stacey ~~value~~Bain, ~~$0.01~~as ~~per~~the ~~share~~liquidating ~~(“Common Stock”)~~trustee ~~purchased~~for byThree ~~Overseas~~Lions. ~~Toys~~Due into a ~~tender~~confluence ~~offer~~of a ~~further~~number ~~described~~of adverse factors, but in ~~the~~particular, ~~Tender~~a ~~Offer~~ratings ~~Statement~~performance well below expectations on ~~Schedule~~Three TOLion’s ~~filed~~initial byFashion ~~Overseas~~RocksTM ~~Toys~~broadcast ~~with~~on ~~the~~September 9, ~~Securities~~2014, and ~~Exchange~~the resultant ~~Commission~~decision to cancel further production on ~~November 1~~other projects, ~~2010~~Three ~~and~~Lions ~~(2) any~~recorded ~~shares~~unanticipated oflosses. ~~Common Stock~~Based ~~purchased~~upon financial information provided by ~~Overseas~~Three ~~Toys~~Lions’ inmanagement ~~the~~and ~~rights~~Three ~~offering~~Lions’ ~~further~~inability ~~described~~to inraise additional capital, the executive ~~Registration~~board ~~Statement~~concluded onthat ~~Form~~Three ~~S-1,~~Lions ~~File~~would Nonot have adequate funds to continue to operate. ~~333-189020~~ Subsequently, ~~filed~~and byupon the ~~Company~~recommendation ~~with~~of ~~the~~Three ~~Securities~~Lions’ management and ~~Exchange~~its ~~Commission on May 31~~advisors, ~~2013,~~the asexecutive itboard ~~may~~voted ~~be amended~~to ~~from~~liquidate ~~time~~and todissolve ~~time~~Three Lions.

The ~~foregoing~~Company ~~description~~currently ofestimates that it will incur charges and expenses in connection with the ~~Amendment~~liquidation isand dissolution of Three Lions of approximately $220,000, including a ~~summary~~$199,583 charge pursuant to the cash collateralized bank letter of credit that the Company provided to support payments on an office lease obtained by Three Lions, and isadditional ~~qualified~~legal and other professional fees and associated costs estimated to total approximately $20,000. The Company expects to write off the value of its investment in Three Lions on its ~~entirety~~financial bystatements for the quarter ended September 30, 2014, which will be ~~terms~~filed ofwith the ~~Amendment~~Company’s Quarterly Report on Form 10-Q for said quarter, abecause ~~copy~~the Company’s share of ~~which~~Three Lions’ operating losses for the quarter ended September 30, 2014 is ~~attached~~expected asto ~~Exhibit~~exceed ~~10.1~~the ~~hereto~~$4,308,000 ~~and~~carrying ~~incorporated~~value byof such ~~reference~~investment ~~herein~~as of June 30, 2014.

~~Overseas~~As described in the Company’s Current Report on Form 8-K filed with the Securities and ~~Toys~~Exchange Commission on May 13, 2014, the Company is party to a Pledge Agreement with SunTrust Bank (“SunTrust”) pursuant to which the ~~direct~~Company ~~beneficial~~pledged ~~owner~~all of 41its equity interests in Three Lions and any and all proceeds therefrom (the “Pledged Securities”),~~763~~ to SunTrust as security for Three Lions’ obligations under its credit facility with SunTrust. The Pledge Agreement provides,~~668~~ ~~shares~~among other things, that upon an event of default under the ~~Company’s~~SunTrust ~~Common~~credit ~~Stock~~agreement, SunTrust ~~representing~~would ~~approximately~~be ~~82.5%~~entitled ofto exercise all voting and other rights with respect to the ~~Company’s~~Pledged ~~outstanding~~Securities ~~Common~~and ~~Stock~~to foreclose on the Pledged Securities. ~~Multi-Accounts~~The Company does not know what, ~~LLC~~if any, aactions ~~California~~SunTrust ~~limited~~may ~~liability~~seek ~~company~~to take against the Pledged ~~(“Multi-Accounts”)~~Securities isor the ~~general~~Company. ~~partner~~The ofPledge ~~Overseas~~Agreement ~~Toys.~~expressly ~~OA3~~provides that SunTrust shall not have any claim, ~~LLC~~remedy or right to proceed against the Company for any deficiency in payment or performance of the obligations under the SunTrust credit agreement, afrom ~~California~~any ~~limited~~source ~~liability~~other ~~company~~than ~~(“OA3”)~~the isPledged Securities pledged by the ~~managing~~Pledge ~~member~~Agreement. The Company does not expect to receive any amounts in respect of ~~Multi-Accounts.~~the ~~Ronald~~Pledged W.Securities ~~Burkle,~~from ana ~~individual~~liquidation of Three Lions regardless of whether SunTrust elects to foreclose on the Pledged Securities or not, ~~controls~~as ~~OA3~~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.

~~Item~~The 9Company believes that the liquidation of Three Lions will have a material adverse effect on the Company, its financial condition and results of operations.~~01.~~ ~~Financial~~Since ~~Statements~~its initial investment in Three Lions in March 2013, the Company’s business has substantially consisted of acting as the majority equity holder of, and ~~Exhibits~~holding a membership interest in, Three Lions. Accordingly, the

Company’s results of operations and financial condition depend on the successful operations of Three Lions. To the extent that the Company is unable to identify and obtain an alternate source of funds, it may itself be forced to liquidate. However, management believes it has sufficient capital resources and liquidity to operate the Company for at least another twelve (d12) months. ~~Exhibits~~

~~Exhibit~~The ~~10.1~~Company’s ~~First~~Board ~~Amendment~~of Directors has instructed management to ~~Registration~~explore ~~Rights~~all ~~Agreement,~~possible bystrategic ~~and~~options ~~between~~for the Company to secure additional financing and/or ~~Overseas~~an ~~Toys~~operating business, ~~L.P.~~however, ~~dated~~there ~~July~~can ~~15,~~be ~~2013~~no assurances whatsoever that the Company will be able to identify a viable strategic option to enable it to continue operations.

Item 2.06.

Material Impairments.

The information set forth in Item 2.05 above is hereby incorporated by reference into this Item 2.06.

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.

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.

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 10.1		First Amendment to Registration Rights Agreement, by and between the Company and Overseas Toys, L.P., dated July 15, 2013.

SIMON WORLDWIDE, INC.

July 15, 2013

/s/ Terrence Wallock

October 31, 2014

/s/ Anthony Espiritu

~~Terrence~~Anthony ~~Wallock~~Espiritu

~~Secretary~~Chief Financial Officer

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