SKYMALL INC
8-K, 1998-12-09
CATALOG & MAIL-ORDER HOUSES
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                        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


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