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 6, 2005 M & F Worldwide Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-13780 02-0423416 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 35 East 62nd Street New York, New York 10021 (Address of principal (Zip Code) executive office) Registrant's telephone number, including area code: (212) 572-8600 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: [ ] 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 3.03 Material Modification to Rights of Security Holders. On June 6, 2005, pursuant to Article ELEVENTH of the Company's certificate of incorporation, the Board of Directors of the Company fixed June 6, 2005 as the expiration date for the transfer restrictions contained in Article ELEVENTH. 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 hereunto duly authorized. M & F WORLDWIDE CORP. Date: June 6, 2005 By: /s/ Barry F. Schwartz ------------------------------------ Name: Barry F. Schwartz, Esq. Title: Executive Vice President and General Counsel