- Current report filing (8-K)

M & F WORLDWIDE CORP.

/s/ Edward P. Taibi

Name: Edward P. Taibi

Title: Senior Vice President

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): January 7, 2009 (December 31, 2008)

M & F WORLDWIDE CORP.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-13780	02-0423416

(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation	Number)	Identification No.)

35 East 62 ^nd Street, New York, New York 10065

(Address of Principal Executive Offices) (Zip Code)

212-572-8600

(Registrant’s Telephone Number, Including Area Code)

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):


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 31, 2008, M & F Worldwide Corp. (the “Company”) and Harland Clarke Holdings Corp. (“Holdings”), an indirect wholly owned subsidiary of the Company, and Mafco Worldwide Corporation (“Mafco Worldwide”), a wholly owned subsidiary of the Company, amended certain compensatory plans, contracts and arrangements in order to implement changes to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Those plans, contracts and arrangements included (i) the M & F Worldwide Corp. 2008 Long Term Incentive Plan (the “LTIP”), (ii) employment agreements with Messrs. Charles T. Dawson (Chief Executive Officer of Holdings) and Stephen G. Taub (Chief Executive Officer of Mafco Worldwide), both of whom are also members of the Board of Directors of the Company; and (iii) the Mafco Worldwide Corporation Benefit Restoration Plan. The changes made to these plans, contracts and arrangements have been made for the purpose of conforming to the requirements of Section 409A. The amendments to the relevant agreements and plans are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated in this Item 5.02(e) by reference.


Item 9.01		Financial Statements and Exhibits

(d) Exhibits.


Exhibit 10.1		Amendment to the LTIP, dated as of December 31, 2008.

Exhibit 10.2		Amendment, dated as of December 31, 2008, to the Employment Agreement, dated as of February 13, 2008, between Harland Clarke Holdings Corp. and Charles T. Dawson.

Exhibit 10.3		Amendment, dated as of December 31, 2008, to the Employment Agreement, dated as of August 1, 2001 as amended on October 31, 2006, between Mafco Worldwide Corporation and Stephen G. Taub.

Exhibit 10.4		Amendment and Restatement of the Mafco Worldwide Corporation Benefit Restoration Plan, effective January 1, 2009.

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.

Date: January 7, 2009

INDEX TO EXHIBITS


Exhibit Number		Description

Exhibit 10.1		Amendment to the LTIP, dated as of December 31, 2008.

Exhibit 10.2		Amendment, dated as of December 31, 2008, to the Employment Agreement, dated as of February 13, 2008, between Harland Clarke Holdings Corp. and Charles T. Dawson.

Exhibit 10.3		Amendment, dated as of December 31, 2008, to the Employment Agreement, dated as of August 1, 2001 as amended on October 31, 2006, between Mafco Worldwide Corporation and Stephen G. Taub.

Exhibit 10.4		Amendment and Restatement of the Mafco Worldwide Corporation Benefit Restoration Plan, effective January 1, 2009.