UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 31, 2005
M & F WORLDWIDE CORP.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
001-13780 02-0423416
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(Commission File Number) (IRS Employer
Identification No.)
35 EAST 62ND STREET, NEW YORK, NEW YORK 10021
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(Address of Principal Executive Offices) (Zip Code)
212-572-8600
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 31, 2005, M & F Worldwide Corp., a Delaware
corporation (the "Registrant"), announced that it had entered into a Stock
Purchase Agreement, dated as of October 31, 2005 (the "Purchase Agreement"),
with Honeywell International Inc., pursuant to which, and upon the terms and
subject to the conditions set forth therein, the Registrant will acquire all of
the issued and outstanding shares of Novar USA Inc. ("Novar") for a purchase
price of $800 million (the "Acquisition"). Novar is the parent company of the
businesses operated by Clarke American and related companies.
The Acquisition is subject to the satisfaction or waiver of
customary closing conditions, including, among other things, the termination or
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
The foregoing description of the Purchase Agreement and the
related matters described above do not purport to be complete and are qualified
in their entirety by reference to the Purchase Agreement, which is filed as
Exhibit 2.1 hereto, and is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS
On October 31, 2005, the Registrant issued a press release
announcing the execution of the Purchase Agreement. The press release is
attached as Exhibit 99.1 and is incorporated herein by reference.
CAUTIONARY STATEMENT
The Purchase Agreement has been included to provide investors
with information regarding its terms. Except for its status as a contractual
document that establishes and governs the legal relations among the parties
thereto with respect to the transaction described in this Form 8-K, the Purchase
Agreement is not intended to be a source of factual, business or operational
information about the parties.
The representations, warranties, covenants and agreements made
by the parties in the Purchase Agreement are made as of specific dates and are
qualified and limited, including by information in the disclosure schedule that
was provided in connection with the execution of the Purchase Agreement. In
addition, certain of the representations and warranties are subject to a
contractual standard of materiality that may be different from what may be
viewed as material to stockholders. Representations and warranties may be used
as a tool to allocate risks between the respective parties to the Purchase
Agreement including where the parties do not have complete knowledge of all the
facts. Investors are not third-party beneficiaries under the Purchase Agreement
and should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or
condition of the parties or the target or any of their affiliates.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 2.1 Stock Purchase Agreement, dated as of October 31, 2005, by and
between M & F Worldwide Corp. and Honeywell International Inc.
Exhibit 99.1 Press release dated October 31, 2005 issued by M & F Worldwide
Corp. announcing the execution of the Purchase Agreement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
M & F WORLDWIDE CORP.
By: /s/ Barry F. Schwartz
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Name: Barry F. Schwartz, Esq.
Title: Executive Vice President and
General Counsel
Date: October 31, 2005
EXHIBIT INDEX
Exhibit 2.1 Stock Purchase Agreement, dated as of October 31, 2005, by and
between M & F Worldwide Corp. and Honeywell International Inc.
Exhibit 99.1 Press release dated October 31, 2005 issued by M & F Worldwide
Corp. announcing the execution of the Purchase Agreement.