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).
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)
£
|
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.
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)
£
|
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.
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)
£
|
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.
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)
£
|
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.
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)
£
|
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.
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%
|
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.
|
|
(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.
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.
|
(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.
|
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
Marketing Worldwide (PK) (USOTC:MWWC)
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