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