<PAGE>
As filed with the Securities and Exchange Commission on July 22, 1997
Registration No. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DAMARK INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-1551116
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7101 Winnetka Avenue North
Minneapolis, Minnesota 55428
(Address, including zip code, of Registrant's principal executive offices)
DAMARK INTERNATIONAL, INC.
1991 STOCK OPTION PLAN, AS AMENDED
(Full Title of the Plan)
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Arlyn J. Lomen
Senior Vice President - Finance and Administration Group
Chief Financial Officer and Secretary
Damark International, Inc.
7101 Winnetka Avenue North
Minneapolis, Minnesota 55428
(612) 531-0066
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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(Cover page continued from preceding page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of registration
be registered registered offering price per share aggregate offering price fee
- ----------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par
value $.01 per share 300,000 shares (1) $16.25(2) $4,875,000 $1,681.03
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists of 300,000 shares issuable pursuant to the Damark International,
Inc. 1991 Stock Option Plan, as amended (the "Plan") which represents the
increase in the number of shares reserved for issuance under such plan by
an amendment approved by the Board of Directors and Shareholders in 1997.
The number of shares of Class A Common Stock stated above may be adjusted
in accordance with the provisions of the Plan, in the event that, during
the period the Plan is in effect there is effected any increase or decrease
in the number of issued shares of Class A Common Stock resulting from a
subdivision or consolidation of shares or the payment of a stock dividend
or any other increase or decrease in the number of shares effected without
receipt of consideration by the Company. Accordingly, this Registration
Statement covers, in addition to the number of shares of Common Stock
stated above, an indeterminate number of shares which by reason of any such
events may be issued in accordance with the provisions of the Plan.
(2) Pursuant to Rule 457(h)(1), the aggregate offering price and the amount of
the registration fee is computed based on the price of $16.25 per share,
the average of the high and low prices of the Registrant's Class A Common
Stock on The Nasdaq Stock Market on July 16, 1997, and assuming that
300,000 shares is the maximum number of the Registrant's securities
issuable under the Plan that are covered by the Registration Statement.
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement
omits the information specified in Part I of Form S-8.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Damark
International, Inc. (the "Company") (File No. 0-19902) are incorporated in
this Registration Statement on Form S-8 (the "Registration Statement") by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
2. Quarterly Report on Form 10-Q for the quarter ended March 29, 1997;
3. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1, No. 33-45056; and
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V, Section 5.01 of the Bylaws of the Company provides that the
Company shall indemnify persons to the extent required by Minnesota Statutes,
Section 302A.521. Section 302A.521 provides that a corporation shall
indemnify any person who was or is made or is threatened to be made a party
to any proceeding by reason of the former or present official capacity of
such person against judgments, penalties and fines, including, without
limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection with
the proceeding, if, with respect to the acts or omissions of such person
II-1
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complained of in the proceeding, such person has not been indemnified by
another organization or employee benefit plan for the same penalties, fines,
taxes and expenses with respect to the same acts or omissions; acted in good
faith; received no improper personal benefit and Section 302A.255 (regarding
conflicts of interest), if applicable, has been satisfied; in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and in the case of acts or omissions by persons who are or were
serving other organizations at the request of the corporation or whose duties
involve or involved service for other organizations, reasonably believed that
the conduct was not opposed to the best interests of the corporation.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
4.1 Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 filed as part of the Company's Registration
Statement on Form S-1 (No. 33-45056))
4.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 filed
as part of the Company's Registration Statement on Form S-1 (No. 33-
45056))
4.3 Damark International, Inc. 1991 Stock Option Plan, as amended
(including form of Incentive Stock Option Agreement, Non-Qualified
Stock Option Agreement, and Exercise Letter)
5.1 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney
ITEM 9: UNDERTAKINGS
RULE 415 OFFERING.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act
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<PAGE>
of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
INCORPORATION OF SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
FORM S-8 REGISTRATION STATEMENT.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing
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provisions, or otherwise, the Company has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on
July 22, 1997.
DAMARK INTERNATIONAL, INC.
By: /s/ MARK A. COHN
----------------------------
Mark A. Cohn
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chief Executive Officer,
/s/ MARK A. COHN Chairman of the Board and
- ------------------------- President
Mark A. Cohn (Principal Executive Officer) July 22, 1997
Senior Vice President -
Finance and Administration,
Chief Financial Officer
/s/ ARLYN J. LOMEN (Principal Financial Officer
- ------------------------- and Principal Accounting July 22, 1997
Arlyn J. Lomen Officer)
*
- ------------------------- Director July 22, 1997
Thomas A. Cusick
*
- ------------------------- Director July 22, 1997
Jack W. Eugster
*
- ------------------------- Director July 22, 1997
Harold Roitenberg
*
- ------------------------- Director July 22, 1997
Ralph Strangis
*
- ------------------------- Director July 22, 1997
Joel N. Waller
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*
- ------------------------- Director July 22, 1997
Stephen J. Hemsley
* By /s/ MARK A. COHN As attorney-in-fact for the
- ------------------------- above officers and directors
Mark A. Cohn marked by an asterisk. July 22, 1997
Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description of Exhibit Numbered Page
- ------- ---------------------- -------------
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 filed
as part of the Company's Registration Statement
on Form S-1 (No. 33-45056))
4.2 By-laws of the Company (incorporated by reference
to Exhibit 3.2 filed as part of the Company's
Registration Statement on Form S-1 (No. 33-45056))
4.3 Damark International, Inc. 1991 Stock Option Plan,
as amended (incorporated by reference to Exhibit 4.3
filed as part of the Company's Registration
Statement on Form S-8 (No. 333-16137))
5.1 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
July 15, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street NW
Washington, D.C. 20549
Re: Damark International, Inc.
Form S-8 Registration Statement (the "Registration Statement")
for 300,000 additional shares under the Damark International,
Inc. 1991 Stock Option Plan, as amended
Ladies and Gentlemen:
This opinion is furnished in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission by Damark International, Inc. (the "Company") covering
shares of Class A Common Stock, par value $.01 (the "Common Stock"), reserved
for issuance under Damark International, Inc. 1991 Stock Option Plan, as
amended (the "Plan").
We have acted as counsel to the Company and, as such, have examined the
Company's Articles of Incorporation, Bylaws and such other corporate records
and documents as we have considered relevant and necessary for the purpose of
this opinion. We have participated in the preparation and filing of the
Registration Statement. We are familiar with the proceedings taken by the
Company with respect to the authorization and proposed issuance of shares of
Common Stock pursuant to the Plan as contemplated by the Registration
Statement.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing under the laws of the State of Minnesota.
2. The Company has corporate authority to issue the shares of Common
Stock covered by the Registration Statement.
<PAGE>
Securities and Exchange Commission
July 15, 1997
Page 2
3. The 300,000 shares of Common Stock proposed to be issued under the
Plan described in the Registration Statement will, when sold and paid for, be
duly and validly issued, fully paid and non-assessable.
We hereby consent to the reference to our firm in the Registration
Statement.
Sincerely,
KAPLAN, STRANGIS AND KAPLAN, P.A.
By: /s/ Catherine A. Bartlett
---------------------------------
Catherine A. Bartlett
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 20, 1997
included or incorporated by reference in Damark International, Inc.'s Form
10-K for the year ended December 31, 1996 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSON LLP
Minneapolis, Minnesota
July 14, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
I, the undersigned Director of Damark International, Inc. do hereby
name, constitute and appoint Mark A. Cohn and Arlyn J. Lomen, and each of
them, my agent and attorney-in-fact, for me and in my behalf as a Director of
Damark International, Inc. to sign and execute a Registration Statement on
Form S-8 and any amendments thereto, relating to the registration with the
Securities and Exchange Commission of 300,000 shares of Class A Common Stock,
par value $.01 per share, of Damark International, Inc. consisting of (a)
300,000 shares representing the increase in the number of shares reserved for
issuance under the Damark International, Inc. 1991 Stock Option Plan as
amended by the Company's Board of Directors and Shareholders in 1997.
Executed this 17th day of July, 1997.
/s/ Mark A. Cohn /s/ Harold Roitenberg
- ---------------------------------- ----------------------------------
Mark A. Cohn Harold Roitenberg
/s/ Thomas A. Cusick /s/ Ralph Strangis
- ---------------------------------- ----------------------------------
Thomas A. Cusick Ralph Strangis
/s/ Jack W. Eugster /s/ Joel N. Waller
- ---------------------------------- ----------------------------------
Jack W. Eugster Joel N. Waller
/s/ Stephen J. Hemsley
- ----------------------------------
Stephen J. Hemsley
