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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 15, 1998
DAMARK INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 0-19902 41-1551116
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
7101 Winnetka Avenue North
Minneapolis, Minnesota 55428
(Address of principal executive offices)
(Zip Code)
(612) 531-0066
(Registrant's telephone number, including area code)
Exhibit Index located at page 3
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ITEM 5. OTHER EVENTS.
On July 15, 1998, the Board of Directors (the "Board") of Damark
International, Inc. (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of Class A Common
Stock of the par value of $.01 per share (the "Common Stock") of the Company.
The dividend was payable on May 1, 1998 (the "Record Date") to shareholders
of record at the close of business on that date. The Company filed a Form 8-K
on April 29, 1998. On July 15, 1998, the Board of Directors of the Company
amended the share rights plan (the "Plan") contained in the Rights Agreement
(the "Rights Agreement") dated as of April 16, 1998 between the Company and
Norwest Bank, N.A., as Rights Agent, to modify the definition of "Acquiring
Person" to state that notwithstanding the definition thereof, no person shall
(x) be an "Acquiring Person" as a result of Common Shares beneficially owned
on April 16, 1998, or (y) become an "Acquiring Person" as the result of an
acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such person to 20% or more of the Common Shares of the Company then
outstanding; PROVIDED, HOWEVER, that if a person, together with all
affiliates and associates of such Person, is or shall become the beneficial
owner of 20% or more of the Common Shares of the Company then outstanding by
reason of either clause (x) or clause (y) above, and shall thereafter become
the beneficial owner of additional Common Shares representing more than 1% of
the Common Shares of the Company, then such person shall be deemed to be an
"Acquiring Person." Further, if the Board of Directors of the Company (which
action shall be effective only with the concurrence of a majority of the
Continuing Directors and only if the Continuing Directors constitute a
majority of the number of directors then in office) determines in good faith
that a person who would otherwise be an "Acquiring Person" has become such
inadvertently, and such person divests as promptly as practicable a
sufficient number of Common Shares so that such person would no longer be an
"Acquiring Person," as defined in the Rights Agreement, then such person
shall not be deemed to be an "Acquiring Person" for any purposes of the
Rights Agreement.
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ITEM 7. EXHIBITS.
1. Form of First Amendment to Rights Agreement, dated as of July 15, 1998
between Damark International, Inc. and Norwest Bank Minnesota, N.A.,
as Rights Agent.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on it's behalf by the
undersigned, thereunto duly authorized.
DAMARK INTERNATIONAL, INC.
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Date: September 1, 1998 By: /s/ Kim H. Plahn
Its: Vice President, Finance--
Planning, Reporting and Operations
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EXHIBIT INDEX
EXHIBIT NO.
1. Form of First Amendment to Rights Agreement, dated as of July 15, 1998
between Damark International, Inc. and Norwest Bank Minnesota, N.A.
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FIRST AMENDMENT TO RIGHTS AGREEMENT
The First Amendment to Rights Agreement is entered into as of July 15,
1998 between DAMARK INTERNATIONAL, INC., a Minnesota corporation ("Company"),
and NORWEST BANK MINNESOTA, N.A. (the "Rights Agent").
RECITALS
1. The Company and the Rights Agent entered into a Rights Agreement
dated as of April 16, 1998 (the "Rights Agreement"), with respect to the
Shareholders Right Plan ("SRP") adopted by the Company.
2. The Board of Directors of the Company has authorized an amendment to
the Rights Agreement for purposes of modifying the definition of Acquiring
Person.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree to amend the Rights Agreement as
follows:
Section 1. MODIFICATION OF DEFINITION OF ACQUIRING PERSON. Section 1(a)
is amended to substitute in total for Section 1(a) of the original Rights
Agreement the following:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person,
shall be the Beneficial Owner (as such term is hereinafter defined)
of 20% or more of the Common Shares of the Company then
outstanding, but shall not include (i) the Company, (ii) any
Subsidiary (as such term is hereinafter defined) of the Company,
(iii) any employee benefit plan of the Company or any Subsidiary of
the Company, (iv) any Person holding Common Shares for or pursuant
to the terms of any such plan, or (v) any Person holding Common
Shares issued to that person from the Company in a transfer
approved by the Board of Directors of the Company (which action
shall be effective only with the concurrence of a majority of the
Continuing Directors and only if the Continuing Directors
constitute a majority of the number of directors then in office)
(each of (i) through (v) an "Exempt Person"). Notwithstanding the
foregoing, no Person shall (x) be an "Acquiring Person" as a result
of Common Shares beneficially owned on April 16, 1998, or (y)
become an "Acquiring Person" as the result of an acquisition of
Common Shares by the Company which by reducing the number of shares
outstanding, increases the proportionate number of shares
beneficially owned by such Person to 20% or more of the Common
Shares of the Company then outstanding; PROVIDED, HOWEVER, that if
a Person, together with all Affiliates and Associates of such
Person, is or shall become the Beneficial Owner of 20% or more of
the Common Shares of the Company then outstanding by reason of
either clause (x) or clause (y) of this sentence, and shall
thereafter become the Beneficial Owner of additional Common Shares
representing more than 1% of the Common Shares of
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the Company, then such Person shall be deemed to be an "Acquiring
Person" unless within ten days of the determination of such
ownership the Board of Directors of the Company (which action shall
be effective only with the concurrence of a majority of the
Continuing Directors and only if the Continuing Directors
constitute a majority of the number of directors then in office)
acts to approve such ownership. Further, if the Board of Directors
of the Company (which action shall be effective only with the
concurrence of a majority of the Continuing Directors and only if
the Continuing Directors constitute a majority of the number of
directors then in office) determines in good faith that a Person
who would otherwise be an "Acquiring Person," as defined pursuant
to the foregoing provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as practicable
a sufficient number of Common Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person shall
not be deemed to be an "Acquiring Person" for any purposes of this
Agreement.
Section 2. FULL FORCE AND EFFECT. Except as set forth in this First
Amendment, all other terms of the Rights Agreement shall continue in full
force and effect.
Section 3. GOVERNING LAW. This First Amendment, the Rights Agreement
and each Right Certificate issued thereunder shall be deemed to be a contract
under the laws of the State of Minnesota and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.
Section 4. COUNTERPARTS. This First Amendment may be executed in any
number of counterparts and each such counterpart shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed, as of the day and year first above written.
DAMARK INTERNATIONAL, INC.
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By: Mark A. Cohn, Chairman, President and
Chief Executive Officer
NORWEST BANK MINNESOTA, N.A.
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By: Karri Van Dell, Officer
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