0001165527-12-000547.txt : 20120525
0001165527-12-000547.hdr.sgml : 20120525
20120525172040
ACCESSION NUMBER: 0001165527-12-000547
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120525
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: 20120525
DATE AS OF CHANGE: 20120525
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: 12872162
BUSINESS ADDRESS:
STREET 1: 254 S RONALD REAGAN BLVD, STE 134
CITY: LONGWOOD
STATE: FL
ZIP: 32750
BUSINESS PHONE: 321-250-4996
MAIL ADDRESS:
STREET 1: 254 S RONALD REAGAN BLVD, STE 134
CITY: LONGWOOD
STATE: FL
ZIP: 32750
FORMER COMPANY:
FORMER CONFORMED NAME: DoMar Exotic Furnishings Inc.
DATE OF NAME CHANGE: 20060605
8-K
1
g6022.txt
CURRENT REPORT DATED 5-25-12
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): May 25, 2012
Commission File Number 333-136247
DOMARK INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Nevada 20-4647578
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
254 S. Ronald Reagan Blvd, Suite 134 Longwood, Florida 32750
(Address of principal executive offices) (Zip Code)
(321) 250-4996
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing 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 5.02: DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS,
APPOINTMENT OF CERTAIN OFFICERS
Effective May 25, 2012, Michael Franklin, Chairman and CEO the Company, resigned
from all positions held with the Company, including resigning from Board
service. There was no disagreement between the Registrant and Mr. Franklin at
the time of his resignation from the Board of Directors.
Also on May 25, 2012, the Company's Shareholders appointed R. Brentwood Strasler
as sole Director, President and Corporate Secretary. Mr. Strasler will serve as
a Director until his successor has been elected at the next annual meeting of
the Company's shareholders or until his earlier resignation, removal, or death.
Mr. Strasler has not been appointed to any committees of the Board, as the Board
does not presently have any committees.
R. Brentwood Strasler, age 45, has more than twenty years experience in both
private industry and the public capital markets and has a broad range of skills
and expertise in corporate governance, corporate finance, and other matters
faced by emerging companies.
Form August 2009 to March 2012 Mr. Strasler was Vice President of Clarus
Securities Inc., a Canadian based investment bank. From 2007 to 2008 he was a
Senior Vice President at investment bank Westwind Partners/Thomas Weisel Group.
In addition, Mr. Strasler has owned and operated businesses in a variety of
industries focusing on restructurings, financings, mergers and acquisitions. His
leadership has been instrumental in the successful reorganization, development,
and expansion of several private companies in the diversified services,
technology, and industrial manufacturing sectors. Mr. Strasler has been directly
involved in raising over $275 million in public financings for companies engaged
in a wide range of industries and market capitalizations.
Mr. Strasler holds an Economics Degree from the University of Western Ontario
and an MBA in International Finance from the University of Notre Dame.
On May 25, 2012 the Company and Mr. Strasler executed and Employment Agreement
covering a period of three (3) years from the date of commencement. Per the
terms of the agreement Mr. Strasler shall have an annual salary of $150,000USD
and shall be reimbursed for expenses normal business expenses incurred in the
performance of his duties under the Agreement.
In addition, Mr. Strasler shall be issued 100,000 Stock Purchase Warrants to
purchase Company stock at the price of $1 per share. The Warrants are
exercisable for a period of three (3) years and are vested quarterly on a pro
rate basis over the first 12 months from the date of issuance.
Mr. Strasler was not appointed pursuant to any arrangement or understanding
between Mr. Strasler and any other person.
2
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.01 Employment Agreement between Domark International Inc. R.
Brentwood Strasler dated May 25, 2012
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DOMARK INTERNATIONAL INC.
By: /s/ R. Brentwood Strasler
------------------------------------
R. Brentwood Strasler
President
Date: May 25, 2012
3
EX-10.01
2
ex10-01.txt
EMPLOYEE AGREEMENT
Exhibit 10.01
EMPLOYMENT AGREEMENT
THIS AGREEMENT made effective as of May 25, 2012.
BETWEEN:
DOMARK INTERNATIONAL INC., a corporation incorporated under the laws of the
State of Nevada, with its head office location at 254 Ronald Regran Blvd.
Ste 134 Longwood, Florida, 32750 (herein after called the "Corporation")
- AND -
R. BRENTWOOD STRASLER, an individual residing in Toronto, Ontario, Canada
(hereinafter called the "Employee")
NOW THEREFORE in consideration of the mutual covenants and agreements
herein contained (the receipt and sufficiency of which are hereby acknowledged
by each of the Corporation and the Employee), the Corporation and the Employee
agree as follows:
ARTICLE 1: APPOINTMENT & EFFECTIVE DATE
1.1 This agreement is effective May 25, 2012 (the `effective date'), at which
time the Employee shall be employed as President of the Corporation for an
indefinite period until terminated under the terms of this agreement.
1.2 The Employee agrees to serve in the assigned position and to perform
diligently and to the best of Employee's abilities the duties and services
appertaining to such position as determined by Employer, as well as such
additional or different duties and services appropriate to such position which
Employee from time to time may be reasonably directed to perform by Employer. As
of the Effective Date, the Employee shall be elected as a member of the
Corporation's Board of Directors.
ARTICLE 2: COMPENSATION, BENEFITS AND EXPENSES
2.1 The remuneration payable to the Employee for the Services during the Term
shall be payable by the Corporation as follows:
(a) An annual salary of no less than $144,000 before tax withholding: to
be payable biweekly; in accordance with the Employer's standard
payroll practice for its executives.
(b) 100,000 warrants exercisable at $1.00 US into common shares of DoMark
International inc., they will have an expiration of 3 years from the
date of issue. Shares can vest on a pro rata basis for the next 12
months, vested quarterly.
2.2 From and after the Effective Date, Employer shall pay, or reimburse
Employee, for all ordinary, reasonable and necessary expenses which Employee
incurs in performing his duties under this Agreement including, but not limited
to, travel, entertainment, professional dues and subscriptions, and all dues,
fees and expenses associated with membership in various professional, business
and civic associations and societies of which Employee's participation is in the
best interest of Employer.
2.3 During the Term and while Employee is employed by Employer, and in addition
to any group term life insurance otherwise generally provided to executive
employees of Employer, Employer will purchase and maintain at its expense term
life insurance on the life of Employee in the face amount of $2,500,000 payable
to the beneficiary or beneficiaries designated by Employee.
2.4 While employed by Employer, Employee shall be allowed to participate, on the
same basis generally as other employees of Employer, in all general employee
benefit plans and programs, including improvements or modifications of the same,
which on the effective date or thereafter are made available by Employer to all
or substantially all of Employer's executive employees. Such benefits, plans,
and programs may include, without limitation, medical, health, and dental care,
life insurance, disability protection, and qualified retirement plans.
ARTICLE 3: SERVICES
3.1 The Employee shall perform for the Corporation the Services as set forth by
the Board of Directors. The character of the Employee's Services may be changed
from time to time, with the mutual agreement of the parties, and notwithstanding
any such change in the Services, the Term shall continue as set forth in Article
5 of this Agreement.
3.2 The Employee shall serve the Corporation faithfully and to the best of his
ability during the Term and throughout the Term the Employee shall make himself
available at all reasonable times necessary in order to perform the Services.
3.3 The Employee shall obey and carry out all lawful orders and directions given
to him by the Corporation within the scope of the Services and shall obey and
carry out the general working policies and follow the established procedures of
the Corporation.
3.4 The Employee shall, in the performance of this Agreement, comply with all
applicable laws, regulations and orders of the United State of America and of
any State or local subdivision thereof, including, but not limited to, laws,
regulations and orders pertaining to the provision of the Services.
ARTICLE 4: CONFIDENTIALITY
4.1 The Employee hereby covenants and agrees that he shall not at any time or in
any manner, both during and for one (1) year after the termination of this
Agreement, either directly or indirectly, disclose to any Person, firm,
partnership, entity or corporation, any material, documentation or information
whatsoever which in any manner concerns, affects or relates to the interests and
business of the Corporation or its wholly-owned subsidiaries, unless such
disclosure is in the best interests of the Corporation and approved by the
Board. The Employee acknowledges that the confidentiality of the Corporation's
business interests is of primary importance to the Corporation and that any such
prohibited disclosure thereof is capable of having a material adverse effect
upon the financial interests, opportunities and properties of the Corporation
and its wholly-owned subsidia.
2
ARTICLE 5: TERMINATION
5.1 Any party may terminate this Agreement without liability or other cause
forthwith by giving notice in writing. The Employee and the Corporation mutually
covenant and agree that a period of 30 days' prior notice of such termination is
fair and reasonable notice of such termination to the Employee or,
alternatively, payment by the Corporation for such Services performed normally
during such 30 days in lieu of such notice, and upon the expiration of the 30
days from the giving of such notice or alternatively from the date of payment of
monies by the Corporation in lieu of such notice, this Agreement shall terminate
and the Employee shall not be entitled to receive any payment, in respect to
termination notice or otherwise, over and above the payment payable by the
Corporation to the date of termination of this Agreement.
5.2 Employee's employment with Employer shall be terminated (i) upon the death
of Employee, (ii) upon Employee's permanent disability (permanent disability
being defined as Employee's physical or mental incapacity to perform his usual
duties as an employee with such condition likely to remain continuously and
permanently); provided, however, that in such event, Employee's employment shall
be continued hereunder for a period of not less than one year from the date of
such disability, but not beyond the end of the Term, with Employee's base salary
during such period to be reduced by any Employer-financed disability benefits.
5.3 If Employee's employment is terminated by reason of a "VoluntaryTermination"
(as hereinafter defined), the death of Employee, permanent disability of
Employee (as defined in Section 3.1) or by the Employer for "Cause", the
Employee, or his estate in the case of Employee's death, shall be entitled to
one (1) years base salary from the date of such termination and shall be
entitled to any individual bonuses or individual incentive compensation not yet
paid but due under Employer's plans but shall not be entitled to any other
payments by or on behalf of Employer except for those which may be payable
pursuant to the terms of Employer's employee benefit plans (as hereinafter
defined). A "Voluntary Termination" of the employment relationship by Employee
prior to expiration of the Term shall be a termination of employment in the sole
discretion of and at the election of Employee, other than (i) a termination of
Employee's employment because of a material breach by Employer of any material
provision of this Agreement which remains uncorrected for thirty (30) days
following written notice of such breach by Employee to Employer or (ii) a
termination of Employee's employment within six (6) months of a material
reduction in Employees' rank or responsibility with Employer. For purposes of
this, the term "Cause" shall mean any of (i) Employee's gross negligence or
willful misconduct in the performance of the duties and services required of
Employee pursuant to this Agreement; (ii) Employee's final conviction of a
felony; or (iii) Employee's material breach of any material provision of this
Agreement which remains uncorrected or thirty (30) days following written notice
to Employee by Employer of such breach.
ARTICLE 6: COMPETITION
6.1 During the Term, as well as for a period of one (1) year after the expiry or
termination of this Agreement, the Employee shall not:
(a) directly or indirectly solicit any customer of the Corporation;
(b) directly or indirectly assist (be it as principal, beneficiary,
servant, director, shareholder, partner, nominee, executor, trustee,
agent, employee, independent contractor, supplier, employee, lender,
financier or in any other capacity whatever) any Person, directly or
indirectly, to solicit any customer of the Corporation; or
3
(c) have any direct or indirect interest or concern (be it as principal,
beneficiary, director, shareholder, partner, nominee, executor,
trustee, agent, servant, employee, employee, independent contractor,
supplier, creditor or in any other capacity whatever) in or with any
Person if any of the activities of which Person consists of soliciting
any customer of the Corporation, if such solicitation is directly or
indirectly intended to result in a sale of any product or service to
such customer of the Corporation and is directly or indirectly
competitive or potentially competitive with any product or service
then sold or offered by the Corporation or its wholly-owned
subsidiaries.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first above written.
DOMARK INTERNATIONAL INC.
/s/ Michael Franklin
-------------------------------------
Michael Franklin
Chairman
/s/ R Brentwood Strasler
-------------------------------------
R. Brentwood Strasler
4