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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 9, 1998
DIPLOMAT DIRECT MARKETING CORPORATION
(Exact name of registrant as specified in its charter)
DIPLOMAT CORPORATION
(Former name of registrant)
DELAWARE 0-22432 13-3727399
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
25 KAY FRIES DRIVE
STONY POINT, NY 10980
(Address of principal executive offices, including zip code)
(914) 786-5552
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On June 9, 1998, the registrant filed with the Delaware Secretary of
State an amendment to the registrant's Certificate of Incorporation, as amended,
(i) changing the name of the registrant to Diplomat Direct Marketing Corporation
and (ii) increasing the authorized number of directors from six to seven.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a),(b) Financial Statements. None
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(c) Exhibits.
99.1 Certificate of Amendment to Certificate of Incorporation dated
May 20, 1998 filed June 9, 1998
99.2 Press Release dated June 10, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 12, 1998
DIPLOMAT DIRECT MARKETING
CORPORATION
By: /s/ JONATHAN ROSENBERG
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Jonathan Rosenberg
Chief Executive Officer
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INDEX TO EXHIBITS
NO. DESCRIPTION
99.1 Certificate of Amendment to Certificate of Incorporation dated May 20,
1998 filed June 9, 1998
99.2 Press Release dated June 10, 1998
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Exhibit 99.1
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
DIPLOMAT CORPORATION
DIPLOMAT CORPORATION, a corporation organized and existing
under the laws of the State of Delaware, (the "Corporation") hereby certifies as
follows:
FIRST: This Certificate of Amendment of the Certificate of
Incorporation amends the Certificate of Incorporation, as amended, by (i)
changing the name of the corporation to Diplomat Direct Marketing Corporation,
and (ii) increasing the maximum number of authorized directors to seven. The
text of Section 1 and Section 5 of the Certification of Incorporation, as
amended, hereby reads as follows:
1. Name. The name of the corporation is Diplomat Direct
Marketing Corporation (the "Corporation").
5. Management of Business. The following provisions are
inserted for the management of the business and for the conduct of the
affairs of the Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its directors and
stockholders.
5.1 By-Laws. The original By-Laws of the Corporation
shall be adopted by the sole incorporator. In furtherance and not in
limitation of the powers conferred by statute, the Board of Directors
is expressly authorized to adopt, amend or repeal the By-Laws of the
Corporation.
5.2 Number and Election of Directors. The number of
its directors shall not be less than three or more than seven.
Directors need not be stockholders.
SECOND: The foregoing amendment to the Certificate of Incorporation, as
amended, was duly adopted by the unanimous written consent of the board of
directors of the Corporation on April 6, 1998, and adopted and approved by the
holders of a majority of the corporation's outstanding stock entitled to vote
thereon on May 19, 1998.
THIRD: The foregoing amendment to the Certificate of Incorporation, as
amended, was duly adopted in accordance with the provisions of Section 242 of
the Delaware General Corporation Law.
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IN WITNESS WHEREOF, the corporation has caused this Certificate of
Amendment of the Certificate of Incorporation to be signed by its duly
authorized officers, this 20th day of May, 1998.
/s/ JONATHAN ROSENBERG
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Jonathan Rosenberg, Chief Executive Officer
/s/ STUART LEIDERMAN
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Stuart Leiderman, Secretary
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Exhibit 99.2
FOR IMMEDIATE RELEASE
Stony Point, New York
June 10, 1998
Diplomat Direct Marketing Corporation (NASDAQ: DIPL) The company is pleased to
announce the change in its corporate name from Diplomat Corporation to Diplomat
Direct Marketing Corporation. The company's common stock will continue to trade
on the Nasdaq SmallCap Market after the new change under the symbol "DIPL".
Jonathan Rosenberg, President and Chief Executive Officer said "The company's
focus and the majority of the company's revenues are driven through its mail
order entities Lew Magram and Brownstone Studios. We want our corporate name to
reflect the fact that we are predominantly a direct marketing company."
This Press Release may contain forward-looking statements which involve risks
and uncertainties. The company's actual results could differ materially from
those anticipated in the forward-looking statements as a result of certain
factors.
CONTACT: Jonathan Rosenberg, President of Diplomat Direct Marketing Corporation
914-786-5552 or 800-247-9063
