SECURITIES AND EXHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 7, 1998
-------------------------------
SkyMall, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-21657 86-0651100
--------------- ------------ ----------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
1520 East Pima Street, Phoenix, Arizona 85037
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 254-9777
-----------------------------
<PAGE>
ITEM 5: OTHER EVENTS
On December 7, 1998, SkyMall, Inc., a Nevada corporation ("SkyMall"),
entered into a Limited Master Agreement with OrderTrust, LLC ("OrderTrust"),
pursuant to which OrderTrust agreed to market SkyMall's electronic mall to
high-traffic Web sites. SkyMall will provide the merchandise content and certain
back-end support services for those sites that agree to participate through
OrderTrust. The program will initially be in place for a three-month trial
period, at which time all parties will evaluate whether to continue the
arrangement.
Commencing December 8, 1998, a high-traffic Web portal became the first
site to begin offering SkyMall's merchandise content and utilizing SkyMall's
support services as a result of the agreement with OrderTrust. SkyMall's
arrangement with OrderTrust is consistent with its strategy to focus the growth
of its product offerings through internet and other electronic commerce methods.
OrderTrust is not obligated to pay SkyMall any minimum amounts during the term
of the agreement, and there can be no assurances that this relationship will be
renewed beyond the trial period or result in any material revenues to SkyMall.
Thomas J. Litle, a director of SkyMall, is also an officer, director, and
principal shareholder of OrderTrust.
THIS REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS MADE PURSUANT TO
THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THIS INFORMATION MAY INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING STATEMENTS.
FACTORS THAT WOULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT
LIMITED TO THE UNCERTAINTY OF SKYMALL'S RELATIONSHIP WITH ORDERTRUST, THE GROWTH
OF INTERNET COMMERCE, AND OTHER FACTORS DETAILED BY SKYMALL IN ITS FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION.
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.
SKYMALL, INC.
By: /s/ Robert M. Worsley
-------------------------------------
Robert M. Worsley
President and Chief Executive Officer
Date: December 9, 1998