SKYMALL INC
8-K, 2000-01-03
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



                                DECEMBER 22, 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 December 22, 1999, SkyMall,  Inc. ("SkyMall" or the "Company") announced that
it  completed  the  private  placement  of  $9.1  million  of  Series  A  Junior
Convertible  Preferred  Stock (the  "Preferred  Stock").  The Preferred Stock is
convertible  into  approximately  1.3 million  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  652,000
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.

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 December 22, 1999

                                       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: January 3, 2000              By: /s/ Robert M. Worsley
                                        ------------------------------------
                                        Robert M. Worsley
                                        President


                                       3

<PAGE>

                                 EXHIBIT INDEX


Exhibit Number      Description
- --------------      ------------------------------------------------------------

    99.1            Press  Release  dated  December 22,  1999



                                       4

                                                                    EXHIBIT 99.1

SKYMALL RAISES $9.1 MILLION THROUGH PRIVATE PLACEMENT

PHOENIX--(BUSINESS  WIRE)--Dec.  22,  1999--SkyMall  Inc. (Nasdaq:  SKYM - news)
Wednesday  announced  that it completed the private  placement of a $9.1-million
equity transaction that will be convertible into approximately  1,300,000 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 to purchase approximately 652,000 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.

The  proceeds  will  be  used  to  fund  SkyMall's  ongoing  electronic-commerce
initiative  and  supplement  the  company's   working  capital.   RS  Investment
Management of San Francisco was the lead investor;  other investors  include The
Special Situations Funds,  Hathaway  Associates,  and all three of the company's
outside directors, among others.

"This capital will help fund the e-commerce  strategies that we launched to fuel
our future growth plans as a specialty  retailer with proprietary  solutions for
catalog  companies and  consumers,"  said Robert M. Worsley,  chairman and chief
executive officer.

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.

Contact:

     SkyMall Inc.
     Robert M. Worsley, 602/528-8620
     [email protected]

     Jim Lucas, 602/528-3224 (Investor Relations)
     [email protected]
           or
     Genesis Select Corp.
     Budd Zuckerman, 303/357-6565
     [email protected]



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