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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
DAMARK INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 1-19902 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 4.
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ITEM 5. OTHER EVENTS.
On April 16, 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 October 25, 1999, 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" as follows:
"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 25% 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 25% 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 25% 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 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
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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.
ITEM 7. EXHIBITS.
1. Form of Second Amendment to Rights Agreement, dated as of
October 25, 1999 between Damark International, Inc. and
Norwest Bank Minnesota, N.A., as Rights Agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on it
behalf by the undersigned, thereunto duly authorized.
DAMARK INTERNATIONAL, INC.
/s/ Stephen P. Letak
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Date: November 3, 1999 By: Stephen P. Letak
Its: Executive Vice President,
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO.
1. Form of Second Amendment to Rights Agreement
dated as of October 25, 1999 between Damark
International, Inc. and Norwest Bank Minnesota, N.A.
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Exhibit 1
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement is entered into as of October
25, 1999 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
Shareholder Rights Plan ("SRP") adopted by the Company.
2. The Company and the Rights Agent entered into a First Amendment to
the Rights Agreement dated as of July 15, 1998.
3. The Board of Directors of the Company has authorized a second
amendment to the Rights Agreement for purposes of further 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 25% 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 25% or more of the Common
Shares of the Company then outstanding;
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PROVIDED, HOWEVER, that if a Person, together with all
Affiliates and Associates of such Person, is or shall become
the Beneficial Owner of 25% 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 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 Second
Amendment, all other terms of the Rights Agreement shall continue in full force
and effect.
Section 3. GOVERNING LAW. This Second 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 made and performed entirely within such State.
Section 4. COUNTERPARTS. This Second 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 Second
Amendment to be duly executed, as of the day and year first above written.
DAMARK INTERNATIONAL, INC.
/s/ Mark A. Cohn
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By: Mark A. Cohn, Chairman, President and
Chief Executive Officer
NORWEST BANK MINNESOTA, N.A.
/s/ Karri VanDell
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By: Karri VanDell, Officer
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