SKYMALL INC
8-K, 1999-04-13
CATALOG & MAIL-ORDER HOUSES
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                       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
                                        
                                        
                                        
                                 APRIL 12, 1999
                                 Date of Report
                       (Date of earliest event reported)
                                        
                                        
                                        
                                  SKYMALL, INC.
               (Exact Name of Registrant as Specified in Charter)
                                        
          NEVADA                    000-21657                 86-0651100
     (State or Other           (Commission File No.)         (IRS Employer
       Jurisdiction                                        Identification No.)
     of Incorporation)

                  1520 EAST PIMA STREET, PHOENIX, ARIZONA 85034
          (Address of principal executive offices, including zip code)
                                        
                                 (602) 254-9777
              (Registrant's telephone number, including area code)




<PAGE>
 
ITEM 5. OTHER EVENTS 

     On April 12, 1999, SkyMall,  Inc. announced its e.commerce strategy,  plans
to launch its travel site,  implement  e.commerce  via  broadband  technologies,
pursue  workplace  Web  initiatives  and  announced  preliminary  first  quarter
revenues.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS 

        (c) Exhibits

              99.1  Press  Release  dated  April 12,  1999  regarding  SkyMall's
                    announcement of its e.commerce strategy, plans to launch its
                    travel   site,    implement    e.commerce    via   broadband
                    technologies,   pursue   workplace   Web   initiatives   and
                    preliminary first quarter revenues.

                                       2
<PAGE>

                                    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.
                                    (REGISTRANT)



Dated: April 12, 1999               By: /s/ Robert M. Worsley
                                        ------------------------------------
                                        Robert M. Worsley
                                        President


                                       3

<PAGE>

                                 EXHIBIT INDEX


Exhibit Number      Description
- --------------      ------------------------------------------------------------
      
    99.1            Press  Release  dated  April 12,  1999  regarding  SkyMall's
                    announcement of its e.commerce strategy, plans to launch its
                    travel   site,    implement    e.commerce    via   broadband
                    technologies,   pursue   workplace   Web   initiatives   and
                    preliminary first quarter revenues.

                                       4

                                                              EXHIBIT 99.1

       SKYMALL UNVEILS E.COMMERCE STRATEGY; PLANS TO LAUNCH TRAVEL SITE,
              IMPLEMENT E.COMMERCE VIA BROADBAND TECHNOLOGIES AND
                        PURSUE WORKPLACE WEB INITIATIVES

               Preliminary First Quarter Revenues Also Announced


     PHOENIX--(BUSINESS  WIRE)--April 12, 1999-- SkyMall,  Inc. (Nasdaq:  SKYM -
news) today unveiled a comprehensive e.commerce strategy focused on shopping and
travel.

     SkyMall's  e.commerce  strategy focuses on three primary areas:  developing
its  Web  infrastructure,   expanding  its  content  offering  and  implementing
marketing  initiatives  geared towards  generating  brand  awareness and driving
traffic to its sites.

     In the third  quarter of 1999,  SkyMall  plans to launch a travel site that
leverages  its  relationships  with its airline and other travel  partners.  The
Company  also plans to  implement  e.commerce  via  broadband  technologies  and
marketing  initiatives  designed to reach time-pressed  consumers via the Web at
work.

     "Our  strategy is designed to  capitalize  on the  exclusive  relationships
developed by our in-flight  catalog business and last year's strong  performance
of our skymall.com site," said Robert Worsley, Chairman and CEO.

     "We are  convinced  that  consumers  are not going to navigate and bookmark
numerous  sites  to cover  all  their  needs.  Our  ultimate  goal is to build a
comprehensive  one-stop site that provides  consumers with a broad  selection of
best-selling merchandise and travel-related services and content that is easy to
navigate and provides unique and entertaining consumer experiences."

     INFRASTRUCTURE STRATEGY.

     "Over the last eight years we have refined our virtual  inventory  delivery
system for our  in-flight  business  and have  developed  expertise  in customer
service and support," continued Mr. Worsley.

     "A key  component of our  e.commerce  strategy is to apply the knowledge we
have developed from our existing business to further develop the  infrastructure
necessary  to support  our Web  efforts.  Specifically,  we plan to upgrade  the
speed,  performance and functionality of the Company's existing skymall.com site
to ensure that by the fourth  quarter the  consumer  experience  at  skymall.com
meets or exceeds that of other major e.commerce sites.

     "We also plan to further  refine our systems and  processes  to allow us to
expand  our  merchandise  offering  and  provide  travel-related   services  and
content."

     Three  upgrades of the  skymall.com  site are expected to be implemented in
1999. The first upgrade,  which was implemented over a week ago, streamlined the
shopping  experience by improving the speed of skymall.com and enhanced the look

<PAGE>

and feel of the user interface.  With this upgrade,  featured products,  product
categories and merchants were brought to prominence on skymall.com's home page.

     The second  upgrade is planned  for the third  quarter  and is  expected to
significantly  enhance  the  speed,  performance  and  scalability  of the site,
including  reducing the time to serve up Web pages.  The second  upgrade is also
expected to improve the  collaborative  filtering  technology  SkyMall  recently
implemented  to allow the Company to make more  recommendations  for  additional
products to consumers based on past purchasing behavior.

     Because the holiday shopping season typically accounts for 40% of SkyMall's
sales,  the most  comprehensive  upgrade of the site is planned for early in the
fourth quarter.  Plans call for the  implementation of additional  features that
will improve the overall  consumer  shopping  experience  by offering  consumers
functionality and services beyond merely browsing and purchasing products. These
features  will be  designed to increase  conversion  rates and drive  additional
traffic to the site.  The Company  also expects to  incorporate  logic that will
facilitate   implementation  of  best-of-class   solutions   regardless  of  the
underlying technology.

     CONTENT STRATEGY.

     MERCHANDISING. Merchandising plans call for SkyMall to increase the variety
and selection of  merchandise  offered on the Web by two primary  means.  First,
SkyMall plans to further  leverage its  relationships  with its existing base of
over 100 catalog vendors by adding more of their products to SkyMall's database,
in  addition  to the  best-selling  items  already  available  in the  in-flight
catalog.  SkyMall  has  already  made  progress  in this  area in 1999,  and has
increased  the  number  of  products  available  through  its  Internet  site to
approximately three times the print catalog offering.

     The Company's second merchandising strategy is to secure product content in
new categories that have not been traditionally  covered by the catalog industry
by  securing  relationships  directly  with the  manufacturers  and other  major
distributors of product.

     To date, SkyMall has secured relationships with numerous  manufacturers and
other  distributors  in  categories  that  include  electronics,  health-related
products  and home  furnishings.  In  connection  with the  second  phase of the
planned infrastructure  upgrades, the Company anticipates that the products from
many of these manufacturers will be available on its site.

     TRAVEL.  Leveraging  its  relationships  with its airline and other  travel
partners,  SkyMall expects to launch a travel site in the third quarter of 1999.
Through its airline and other  relationships,  the Company expects to be able to
secure travel content and to provide various value-added  services to travelers.
Initial plans call for links between  skymall.com's travel and shopping sites in
order to increase  awareness  of both sites.  Ultimately,  the Company  plans to
incorporate shopping and travel into one comprehensive site.

     MARKETING ALLIANCE STRATEGY.

     SKYMALL.COM  STRATEGY.  skymall.com's  e.commerce  strategy is to implement
marketing  programs  designed to improve brand  awareness,  drive traffic to its
site and  increase  consumer  spending.  SkyMall  believes  the key to SkyMall's
success in its in-flight  catalog  business has been to successfully  secure and
manage numerous partner relationships with major airlines and merchants.

<PAGE>

     SkyMall  plans  to use  its  partnership  relationship  experience  to form
additional strategic partnership alliances with third parties, such as financial
service providers and media companies.  By bringing SkyMall's product content to
third  parties to enable them to conduct  e.commerce on a co-branded  site,  the
Company  believes it can also secure  additional  on-and  off-line  channels for
promotions to the customer  bases of these third parties at little or no cost to
SkyMall.

     In  turn,  through  these  proposed  alliances,  SkyMall  plans to give its
partners access to some of the most  demographically  appealing consumers in the
country through its existing in-flight catalog and hotel channels.

     BROADBAND TECHNOLOGIES. Experts  believe that the convergence of television
and the Web will occur in the  foreseeable  future,  creating the opportunity to
provide a richer content experience to consumers via broadband technologies.

     The Company  believes that  broadband  technology  will be important to its
future in all its channels.  The Company  believes that  broadband  technologies
will allow it to expand its reach,  customer base and enhance  brand  awareness,
while offering much needed support to potential broadband partners.  The Company
plans to leverage  its  merchandising  expertise,  back-end  infrastructure  and
customer service experience to implement broadband-related  alliances with third
parties.

     WORKPLACE WEB INITIATIVES.  Given the increasing use of the Internet in the
workplace as well as the significant number of dual-income  households,  SkyMall
believes  that  the  corporate   workplace  is  an  ideal  channel  for  further
distribution of its products and services.

     In 1998, SkyMall acquired Durham & Company, a logo merchandise company as a
key  step in  furthering  its  workplace  marketing  strategy. Through  Durham's
relationships with large corporations and other organizations, the Company plans
to implement workplace marketing  initiatives on Web-based intranet systems that
deliver logo merchandise as well as other product content to consumers at work.

     INVESTMENT SPENDING.  As previously announced in early March, SkyMall plans
to  invest  significantly  in its  e.commerce  strategy  and the  investment  is
expected to cause  SkyMall to  experience a loss for 1999 ranging  between $1.00
and  $1.20  per  share.  SkyMall  has  budgeted  an  estimated  $20  million  of
incremental expenditures over 1998 levels primarily for its e.commerce strategy,
bringing the total estimated  e.commerce  expenditures in 1999 to  approximately
$27 million, of which an estimated $7 million will be for capital expenditures.

     SkyMall  plans to invest  the $20  million  of  expense  and $7  million in
capital  expenditures  in four major  areas:  $5  million to staff the  Internet
development and support team and to operate the recently opened New York office,
$10  million  for  sales  and  marketing  of  the  new  sites,  $5  million  for
infrastructure and the management team to lead the Company's growth initiatives,
and $7 million of capital  expenditures  for  computer  equipment  and  software
development.

     The  Company  expects to fund the  e.commerce  investment  through  catalog
operations cash flow and its current cash position of  approximately $4 million,
as well as by to  re-negotiating  its line of credit to increase  its  borrowing
capacity.  While these funds are expected to be sufficient to meet skymall.com's
expansion  objectives  for 1999,  the  Company is  continuing  to explore  other
financing options.

<PAGE>

     FIRST QUARTER REVENUES.  SkyMall also announced preliminary revenue results
for the first  quarter  ending March 31,  1999.  Net  merchandise  sales for the
period  are  expected  to  be  approximately   $9.8  million,   an  increase  of
approximately  6% over net  merchandise  sales  of $9.2  million  for the  first
quarter of 1998.

     Net  merchandise  sales from the Company's  e.commerce  initiatives for the
first  quarter are  expected to triple  from  approximately  $266,000 in 1998 to
$857,000 in 1999,  representing  approximately nine percent of the Company's net
merchandise sales.

     Due to a decrease in  placement  fee  revenue to $2.2  million in the first
quarter of 1999 as compared  with $3.3 million in the first  quarter a year ago,
total  revenues are expected to be $13.0 million for the first quarter  compared
with $13.2 million for the same period in 1998.

     The Company has continued to renegotiate  its  agreements  with its vendors
toward less placement fees and more variable margin  agreements as it expects to
realize more of its sales over the Internet.

     SUMMARY.  "Research shows that consumers are quickly accepting the Internet
as a new shopping  medium,  with about half of the  households in the U. S. that
had  Internet  access  making  at least  one  purchase  on-line  in the last six
months," stated Bob Worsley. "We believe the fourth quarter of 1999 will present
us with important opportunities in this new era of Internet shopping and we plan
to  capitalize  on these  opportunities  by  executing  the  strategies  we have
discussed today."

     SkyMall, Inc. (Nasdaq: SKYM - news), based in Phoenix, Arizona, capitalizes
on  exclusive  agreements  to create  both print and  e.commerce  solutions  for
consumers and merchants.

     The SkyMall  print  catalog is  currently  available in 68% of all domestic
airline  seat  pockets  and,  with the  Company's  e.commerce  Web  site,  makes
high-quality  products  and  services  available  to millions of  shoppers.  For
additional information, please visit the company at: www.skymall.com.

     This news release includes  statements that may constitute  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 the
forward-looking statements.


<PAGE>

     Factors that would cause or contribute to such differences include, but are
not limited to, those factors detailed by SkyMall,  Inc. in its filings with the
Securities and Exchange Commission.

     ----------------------

     Contact:  GCI Financial, Inc. 
               Doug Sherk, 212/537-8000 (Investor Relations)
               [email protected] 

               or 

               SkyMall, Inc.
               Marti A. Benfield, 602/528-3233 (Investor Relations)
               [email protected]



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