0001165527-11-000926.txt : 20111011
0001165527-11-000926.hdr.sgml : 20111010
20111011095804
ACCESSION NUMBER: 0001165527-11-000926
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20111011
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20111011
DATE AS OF CHANGE: 20111011
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Domark International Inc.
CENTRAL INDEX KEY: 0001365160
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600]
IRS NUMBER: 204647578
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0531
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-136247
FILM NUMBER: 111134119
BUSINESS ADDRESS:
STREET 1: 1809 E. BROADWAY #125
CITY: OVIEDO
STATE: FL
ZIP: 32765
BUSINESS PHONE: 757-572-9241
MAIL ADDRESS:
STREET 1: 1809 E. BROADWAY #125
CITY: OVIEDO
STATE: FL
ZIP: 32765
FORMER COMPANY:
FORMER CONFORMED NAME: DoMar Exotic Furnishings Inc.
DATE OF NAME CHANGE: 20060605
8-K
1
g5480.txt
CURRENT REPORT DATED 10-11-11
UNITED STATES
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
Date of report (Date of earliest event reported): October 11, 2011
DOMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Nevada 333-136247 20-4647578
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
254 S. Ronald Reagan Blvd,
Suite 134
Longwood, Florida 32750
(Address of principal executive offices / Zip Code)
(877) 732-5035
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 8, 2011, DoMark International, Inc. (the "Company" or "DoMark")
entered into a letter agreement with Mary A. Beck (the "Beck Agreement"), who
will serve as an independent director of DoMark, which sets forth certain
understandings and arrangements with respect to the relationship of Ms. Beck
with the Company.
The material terms of the Agreement is summarized in Item 5.02 to this Form 8-K.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On October 8, 2011, and in accordance with Article III of the Company's Bylaws,
the Board of Directors of DoMark appointed Mary A. Beck as a director of the
Company, thereby increasing the size of its Board of Directors from three to
four members. Ms. Beck has not been appointed to any Company committee.
Ms. Beck currently holds the position of Senior Vice President, Marketing &
Promotion for MLB Network. She was a member of the management team for MLB
Network when it debuted on January 1, 2009 as the largest launch in cable
television history, and oversees consumer advertising and marketing as well as
on-air promotions. Ms. Beck, who joined Major League Baseball in 2001, was
responsible for promoting the MLB brand and supporting the marketing initiatives
of all the league's departments in an effort to grow the popularity of the game.
With a background in corporate sales, partner promotions, event marketing and
advertising, she has worked on a broad range of integrated marketing projects
both online and offline. Prior to Major League Baseball, Ms. Beck worked in
advertising sales for Reuben H. Donnelly, Turner Broadcasting, and Move.com. In
1996 she graduated from Cornell University in Ithaca, New York with a BA in
History.
There are no arrangements or understandings between Ms. Beck and any other
persons pursuant to which Ms. Beck was appointed a director of the Company.
There are no transactions in which Ms. Beck has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
Ms. Beck will receive compensation for her service on the Board of Directors in
accordance with the terms of Beck Agreement. During the initial term of the Beck
Agreement, October 15, 2011 through October 14, 2012, Ms. Beck will receive an
annual salary of $25,000 payable quarterly beginning on January 31, 2012,
100,000 restricted shares of common stock of the Company and reimbursement of
certain expenses for attendance at the Company's annual meeting of the Board of
Directors. Ms. Beck also may receive stock options in the Company pursuant to a
future agreement by the parties.
A copy of the Beck Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The foregoing description of the material
terms of the Beck Agreement does not purport to be complete and is qualified in
its entirety by reference to such exhibit.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number Description
------ -----------
10.1 Letter Agreement between DoMark International, Inc. and Mary A. Beck
dated October 7, 2011
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.
Date: October 11, 2011 DoMark International, Inc.
By: /s/ R. Thomas Kidd
---------------------------------------
R. Thomas Kidd, Chief Executive Officer
3
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
10.1 Letter Agreement between DoMark International, Inc. and Mary A. Beck
dated October 7, 2011
EX-10.1
2
ex10-1.txt
LETTER AGREEMENT
Exhibit 10.1
[ARMADA SPORTS & ENTERTAINMENT LOGO]
254 S Ronald Reagan Blvd, Ste 134
Longwood, FL 32750
321-295-7816
866-773-8630 (efax)
October 7, 2011
Mrs. Mary Beck
Via Email
RE: Letter of Appointment
Dear Mary:
This letter shall constitute as an appointment to the Board of Directors of
Armada Sports & Entertainment (DOMK) as a member. Among other lines of business,
the company is developing a series of golf events known as The Golf
Championships, which are made for television niche sports programming.
The terms of your engagement would be as follows:
1. The commence date of your engagement as a director would be October 15,
2011 for a term ending on October 14, 2012.
2. Your responsibilities as a director shall be to render the following
services to the Company:
* You would attend quarterly telephonic meetings of the board
* You would attend in person, the annual meeting of the board
* You would attend an initial telephonic conference with other board
members for introductory purposes
* You would leverage and/ or provide opportunities as a result of your
experience, background and relationships developed over the years to
maximize the economic benefit to the company and its shareholders.
4. Your compensation for service as a member of the board will be as follows:
* Cash compensation of $25,000 annually, payable in four quarterly
installments beginning with the quarter ending January 31, 2012.
* Stock compensation of 100,000 shares of restricted common stock. Stock
options of the company will be granted as determined by mutual
agreement.
* An all-expenses paid trip for you and a Guest to the site of the
annual meeting of the Board, to be held at the location of one of the
Company's events.
* Future service compensation beyond the term of this appointment will
be based upon the financial and market status of the company at that
time.
5. The Company shall maintain D&O Insurance of $5M during the term of your
service as a member of the Board of Directors. Upon your acceptance, a copy
of our D&O binder will be sent to you.
If these terms are acceptable, please indicate your acceptance below and return
to me either by PDF file or by fax to 407-349-1511.
Also, please forward the following when you return the letter acceptance:
A picture and approved bio to be used in our corporate materials. A JPEG or GIF
file is preferred.
I look forward to receiving your acceptance of the appointment and moving
forward on this exciting project with you.
Sincerely, Accepted:
/s/ Tom Kidd /s/ Mary Beck
----------------------------------- -----------------------------------
Tom Kidd, CEO Mary Beck
Chairman