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
DECEMBER 31, 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)
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ITEM 5. OTHER EVENTS
On January 3, 2000, SkyMall, Inc. ("SkyMall" or the "Company") announced that
it completed the private placement of $8.0 million of Series B Junior
Convertible Preferred Stock (the "Preferred Stock") with Wand Partners, Inc. The
Preferred Stock is convertible into approximately 1,143,000 shares of SkyMall
common stock, subject to the prior approval of the Company's shareholders, at a
price of $7.00 per share. The Company also issued warrants to purchase
approximately 572,000 shares of common stock at a per share exercise price of
$8.00. The warrants are redeemable, subject to certain conditions, at the option
of the Company at a nominal price if the Company's common stock trades over
$12.00 per share for 20 consecutive trading days. A representative of Wand
Partners will be appointed to the Company's Board of Directors.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation, or sale would be unlawful prior
to the registration or qualification under the securities laws of such state.
A copy of the press release describing the private placement is attached hereto
as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release dated January 3, 2000
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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: January 4, 2000 By: /s/ Robert M. Worsley
------------------------------------
Robert M. Worsley
President
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EXHIBIT INDEX
Exhibit Number Description
- -------------- ------------------------------------------------------------
99.1 Press Release dated January 3, 2000
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EXHIBIT 99.1
SKYMALL RAISES $8 MILLION THROUGH A PRIVATE PLACEMENT
PHOENIX--(BUSINESS WIRE)--Jan. 3, 2000--SkyMall Inc. (NASDAQ: SKYM - news)
Monday announced that it completed the private placement of an $8 million equity
transaction with Wand Partners that will be convertible into approximately
1,143,000 shares of SkyMall's common stock, subject to the prior approval of
shareholders, at a price of $7.00 per share; there are no reset provisions in
the terms of conversion.
In addition, SkyMall issued warrants in connection with the equity transaction
to purchase approximately 572,000 shares of common stock. The warrants are
exercisable at $8.00 per share and, subject to certain conditions, are
redeemable by the company at a nominal price if the company's stock trades over
$12 per share for 20 consecutive trading days. A representative of Wand Partners
will be appointed to SkyMall's board of directors.
About Wand Partners
Wand Partners is a private equity investment firm specializing in supporting
established businesses that are facing transformational opportunities created by
the Internet and e-commerce.
Its portfolio is focused on companies whose services, products and management
processes are data based and feedback driven, including stakes in catalog
retailers and intelligent service suppliers - database marketing, market
research, and customer relationship management software companies.
Specific portfolio companies include: Cyber Dialogue, an eCRM (Internet customer
relationship management) provider; Yankelovich Partners, a strategic market
research firm; Paragon Gifts, a consumer gift catalog; and Popcorn Factory, a
consumer and business gift cataloger.
Wand manages more than $250 million of capital dedicated to private equity
investments. Its limited partners include university endowments, insurance
companies, commercial banks and private families.
About SkyMall Inc.
Founded in 1989, SkyMall(R) is an integrated e-commerce specialty retailer that
provides a vast selection of premium-quality products and services to consumers
from a wide variety of merchants and partners. SkyMall is best known for its
in-flight catalog, which is available on more than 70 percent of all domestic
airlines, reaching over 420 million domestic airline passengers annually.
Through its skymall.com inc. subsidiary, which operates the skymall.com(TM) and
skymalltravel.com(TM) Web sites, SkyMall offers an expanded selection of
products and services to online shoppers and enables other companies to conduct
electronic commerce using skymall.com's merchant solution.
Through another subsidiary, Durham & Co., SkyMall offers high-quality logo
merchandise via its catalogs, workplace initiatives and the durham.skymall.com
Web site. For further information and prior press releases, please visit
SkyMall's Web site 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. 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.
Note to Editors: SkyMall(R) is a registered trademark of SkyMall Inc. and
skymall.com(TM) and skymalltravel.com(TM) are trademarks of SkyMall Inc.
Contacts:
SkyMall Inc.
Robert M. Worsley, 602/528-8620
[email protected]
Jim Lucas/Louise M. Kusler, 602/528-3224
[email protected]
or
Genesis Select Corp.
Budd Zuckerman, 303/357-6565
[email protected]
