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 22, 2009 (January 20,
2009)
M
& F WORLDWIDE CORP.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-13780
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02-0423416
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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))
On January 20, 2009, M & F
Worldwide Corp. (the “Company”) and MacAndrews & Forbes Holdings Inc.
(“MacAndrews”) entered into a Stockholders Agreement (the
“Agreement”).
Pursuant to the Agreement, MacAndrews
agreed to provide advance notice and make certain representations and
warranties to the Company in the event of certain future acquisitions
of common stock of the Company. MacAndrews also represented and
warranted to the Company that, among other things, as of the date of
the Agreement, MacAndrews’ current intentions are as set forth in Amendment
No. 22 to its Schedule 13D, filed March 22, 2007 (which states that, depending
on market conditions and other factors, MacAndrews may seek to acquire
additional shares of the Company’s common stock through open market purchases,
block purchases or otherwise). In addition, MacAndrews agreed that,
so long as the Company has public equity securities outstanding, MacAndrews will
use best efforts to assure that the Company will continue to maintain a Board of
Directors comprised of a majority of independent directors (under applicable
stock exchange rules) and nominating and compensation committees comprised
solely of independent directors.
MacAndrews (which is wholly-owned by
Ronald O. Perelman, a member of the Company’s Board of Directors) beneficially
owns approximately 42.4% of the Company’s outstanding common
stock. The Agreement was approved by the Board of Directors of the
Company following review and approval by a special committee of disinterested
directors.
The foregoing description of the
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Agreement, which is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit 99.1
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Stockholders
Agreement, dated January 20, 2009, by and between M & F Worldwide
Corp. and MacAndrews & Forbes Holdings
Inc.
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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.
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M
& F WORLDWIDE CORP.
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By
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/s/
Michael C. Borofsky
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Name:
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Michael
C. Borofsky
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Title:
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Senior
Vice President
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Date:
January 22, 2009
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Exhibit
Number
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Description
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Exhibit 99.1
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Stockholders
Agreement, dated January 20, 2009, by and between M & F Worldwide
Corp. and MacAndrews & Forbes Holdings
Inc.
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