sc13da1006517003_09292008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 10)1

Simon Worldwide, Inc.

(Name of Issuer)

Common Stock, $.01 Par Value

(Title of Class of Securities)

828815100

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 29, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 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 disclosures provided in a prior cover page.

The information required on 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. 828815100

1	NAME OF REPORTING PERSON EVEREST SPECIAL SITUATIONS FUND L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,823,233
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,823,233
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,233
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.21%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 828815100

1	NAME OF REPORTING PERSON MAOZ EVEREST FUND MANAGEMENT LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ISRAEL
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,823,233
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,823,233
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,233
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.21%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 828815100

1	NAME OF REPORTING PERSON ELCHANAN MAOZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ISRAEL
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,823,233
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,823,233
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,233
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.21%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 828815100

The following constitutes Amendment No. 10 (“Amendment No. 10”) to the Schedule 13D filed by the undersigned. This Amendment No. 10 amends the Schedule 13D as specifically set forth.

Item 2.

Source and Amount of Funds or Other Consideration.

Item No. 3 is hereby amended and restated in its entirety to read as follows:

The aggregate purchase price, including commissions, of the 2,823,233 shares of the Issuer’s Common Stock purchased by Everest and reported in this Schedule 13D is $901,942 (including all brokers’ commissions). The shares of Common Stock reported herein were purchased with Everest’s working capital.

Item 3.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated in its entirety to read as follows:

5(a) As of November 11, 2008, the Reporting Persons may be deemed to own beneficially 2,823,233 Shares which constitutes approximately 5.21% of the outstanding shares of the Common Stock (based upon 54,201,080 shares of Common Stock outstanding, which comprises 16,260,324 shares of Common stock outstanding as of August 1, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, plus 37,940,756 shares of Common Stock issued to Overseas Toys, L.P. (“Overseas Toys”) in connection with the surrender by Overseas Toys of its shares of Series A Preferred Stock of the Issuer (the “Recapitalization”) as reported in the Issuer’s Periodic Report on Form 8K as filed with the Securities and Exchange Commission on September 23, 2008. MEFM, by virtue of its status as the general partner of Everest, may be deemed to own beneficially the Shares held by Everest. Elchanan Maoz by virtue of his status as a controlling stockholder of MEFM, the general partner of Everest, may be deemed to own beneficially the Shares held by Everest. MEFM and Elchanan Maoz disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

The decrease in the Reporting Persons’ percentage ownership of shares of Common Stock since the filing of Amendment No. 9 to the Schedule 13D is as a result of the Recapitalization and certain purchases by Everest following the Recapitalization.

Item 5(c) is hereby amended to include the following:

5(c) Transactions by the Reporting Persons in the Shares of the Issuer during the past 60 days:

Everest Situations Fund L.P. Transactions

Date Purchase / Sale

Price ($)

No. of Shares Purchased / (Sold)

09/29/08	0.4000	20,000
10/21/08	0.2000	3,100
10/30/08	0.3300	20,000
10/31/08	0.3531	13,000

CUSIP NO. 828815100

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 11, 2008

EVEREST SPECIAL SITUATIONS FUND L.P.

By:	Maoz Everest Fund Management Ltd.,
	General Partner


By:	/s/ Shlomit Oren
	Shlomit Oren
	As Attorney-In-Fact for Elchanan Maoz,
	Chairman and Chief Executive Officer


MAOZ EVEREST FUND MANAGEMENT LTD.


By:	/s/ Shlomit Oren
	Shlomit Oren
	As Attorney-In-Fact for Elchanan Maoz,
	Chairman and Chief Executive Officer



/s/ Shlomit Oren
SHLOMIT OREN
As Attorney-In-Fact for Elchanan Maoz