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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): June 11, 2008

SIMON WORLDWIDE, INC.

(Exact Name of Registrant as Specified in its Charter)


DELAWARE	0-21878	04-3081657

(State or Other Jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation or Organization)	Number)	Identification No.)


5200 WEST CENTURY BOULEVARD, LOS ANGELES, CA		90045

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code: (310) 417-4660

No change since last report

(Former Name or 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))

TABLE OF CONTENTS


Item 1.01. Entry into a Material Definitive Agreement
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EX-10.1 - Exchange & Recapitalization Agreement dated June 11, 2008.
EX-99.1 - Press Release dated June 12, 2008.

Item 1.01. Entry into a Material Definitive Agreement

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release of Simon Worldwide, Inc. (the “Company”), dated June 12, 2008, regarding an Exchange and Recapitalization Agreement dated June 11, 2008 between the Company and Overseas Toys, L. P., an affiliate of the Yucaipa Companies and the holder of all the outstanding shares of Preferred Stock of the Company.

The information contained herein, including the exhibits attached and incorporated herein by reference, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following Exhibits are furnished as part of this report:


Exhibit No.		Description

10.1		Exchange and Recapitalization Agreement between Simon Worldwide, Inc. and Overseas Toys, L. P. dated June 11, 2008

99.1		Press release issued by Simon Worldwide, Inc., dated June 12, 2008

SIGNATURE

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 thereunto duly authorized.


	SIMON WORLDWIDE, INC.
	By:	/s/ J. Anthony Kouba
		J. Anthony Kouba
		Chief Executive Officer

Dated: June 12, 2008

Table of Contents

Table of Contents

Table of Contents