SWWI Simon Worldwide Inc (CE)

Item 1.

Security and Issuer

Item 1 of the Schedule 13D is amended and restated in its entirety as follows:

This Amendment No. 8 to the Statement on Schedule 13D (this “Amendment No. 8”) amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 19, 1999, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on July 14, 2000, Amendment No. 2 to the Schedule 13D filed with the SEC on April 18, 2005, Amendment No. 3 to the Schedule 13D filed with the SEC on September 24, 2008, Amendment No. 4 to the Schedule 13D filed with the SEC on October 14, 2010, Amendment No. 5 to the Schedule 13D filed with the SEC on October 25, 2010, Amendment No. 6 to the Schedule 13D filed with the SEC on November 1, 2010, and Amendment No. 7 to the Schedule 13D filed with the SEC on December 10, 2010 (as so amended, the “Schedule 13D”), and relates to the common stock, $0.01 par value per share (the “Common Stock”), of Simon Worldwide, Inc. (formerly, Cyrk, Inc.), a Delaware corporation (“Simon”).  The principal executive offices of Simon are located at 18952 MacArthur Boulevard, Irvine, California 92612.

Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported on the Schedule 13D.  Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.  The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 8) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented to add the following information:

The information set forth below in Item 4 is hereby incorporated by reference in response to this Item 3.

The maximum total amount of funds that would be required by Overseas Toys to purchase all of the shares of Common Stock anticipated to be offered by Simon pursuant to the Rights Offering described in Item 4, if such Rights Offering is consummated and assuming that Overseas Toys is the only exercising shareholder in the Rights Offering and it exercises its basic subscription Rights and over-subscription privilege in full, and no other shareholder exercises any Rights in the Rights Offering, is estimated to be approximately $5 million.  Overseas Toys anticipates that it will obtain all funds required for it to purchase shares of Common Stock pursuant to the Rights Offering from Ronald Burkle, an affiliate of Overseas Toys, whom Overseas Toys anticipates will (i) obtain such amounts from personal funds and (ii) contribute such funds to Overseas Toys as a capital contribution.

Item 4.

Purpose of Transaction

The disclosure in Item 4 is hereby amended and supplemented to add the following information:

On May 31, 2013, Simon filed a registration statement contemplating an offering of rights (the “Rights Offering”) to purchase shares of Common Stock (the “Rights”) to its stockholders which, if fully subscribed, would result in gross proceeds to Simon of approximately $5 million. In connection with the Rights Offering, Overseas Toys has indicated to Simon that, subject to the subscription price of the Rights being set at an amount acceptable to Overseas Toys, it intends to exercise in full all of the Rights issued to it under the pro rata basic subscription Rights and to subscribe for the maximum number of additional shares of Common Stock pursuant to the over-subscription privilege with respect to the Rights that Overseas Toys may be entitled to purchase. This indication of intent is not binding upon Overseas Toys, however, and Overseas Toys is not legally obligated to exercise any Rights or to purchase any shares of Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented to add the following information:

The information set forth above in Item 4 is hereby incorporated by reference in response to this Item 6.

OVERSEAS TOYS, L.P.

By: Multi-Accounts, LLC

Its: General Partner

By:

OA3, LLC

Its:

Managing Member

By:

/s/ Ronald W. Burkle

Its:

Managing Member

MULTI-ACCOUNTS, LLC

By: OA3, LLC

Its: Managing Member

By:

/s/ Ronald W. Burkle

Its:

Managing Member

OA3, LLC

By:

/s/ Ronald W. Burkle

Its:

Managing Member

/s/ Ronald W. Burkle

Ronald W. Burkle