8-K

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):  September 9, 2008

Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

000-22012	41-1622691
(Commission File Number)	(I.R.S. Employer Identification Number)

4200 Dahlberg Drive, Suite 100 Golden Valley, MN 55422-4837

(Address of Principal Executive Offices)  (Zip Code)

(612) 520-8500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into Material Definitive Agreement.

On September 9, 2008, Winmark Corporation (“Company”) signed a letter agreement (“Amendment”) amending its Lease, dated July 10, 2000, with Stan Koch & Sons Trucking, Inc. (“Koch”), as previously amended by that certain Amendment to Lease dated June 25, 2003 and Amendment No. 2 to Lease dated November 29, 2004 (“Lease”).  The Amendment, among other things, allows the Company to either vacate the premises and cancel the Lease anytime after December 1, 2008 by giving 90 days prior written notice or receive a payment from Koch if the Company occupies the premises through the current end of the Lease term.  In connection with the Amendment, the Company rescinded the notice of intent to occupy the remainder of the premises it previously provided to Koch.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full agreement attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits:
	10.1    Amendment, dated September 9, 2008, between Stan Koch & Sons Trucking, Inc. and Winmark Corporation.

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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.

	WINMARK CORPORATION
Date: September 11, 2008	By:	/s/ Catherine P. Heaven
		Catherine P. Heaven
		Vice President and General Counsel

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EXHIBIT INDEX

to

Form 8-K

Winmark Corporation

Exhibit Number	Exhibit Description
10.1	Amendment, dated September 9, 2008, between Stan Koch & Sons Trucking, Inc. and Winmark Corporation.

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EX-10.1

Exhibit 10.1

[KOCH LETTERHEAD]

September 9, 2008

Brett D. Heffes

President, Finance & Administration

Winmark Corporation

4200 Dahlberg Drive, Suite 100

Minneapolis, MN 55422-4837

Dear Brett:

Per our discussion, this letter, with your signature noting approval, will constitute a valid amendment to the lease agreement between our two companies dated July 10, 2000, as amended by that certain Amendment to Lease dated June 25, 2003 and Amendment No. 2 to Lease dated November 29, 2004 (collectively, the “Lease”) regarding your lease of the premises located at 4200 Dahlberg Drive, Golden Valley, MN.

Winmark will forever rescind the notice of intent to occupy the remainder of this building and will no longer have the right to exercise such option to occupy the remainder of the building and in exchange, Winmark will have the option of either of the following alternatives:

1.     Winmark may vacate the premises and cancel the current lease at anytime after December 1, 2008 by giving at least 90 days written notice.  Rent, common area maintenance and other changes will continue in such amounts as set forth in the Lease until the later of:

(a)the date specified in the written notice or (b) the date Winmark actually vacates the premises;

or

2.     If Winmark occupies the premises up until August 31, 2009 (the current end of the lease term) and continues to pay all rent, common area maintenance and other charges throughout the lease term, as further set in the Lease, Stan Koch and Sons Trucking Inc will pay Winmark a fee of $53,888.60 within 30 days of Winmark’s vacating the premises.

Except as expressly provided in the Amendment, the Lease remains unmodified and in full force and effect.  If you agree to this, please acknowledge by signing the bottom of this letter.

Sincerely,

/s/ John Tillman

John Tillmann

Chief Financial Officer

Agreed:	/s/ Brett D. Heffes	/s/ John Tillman
	Brett D. Heffes, President, Finance & Administration Winmark Corporation Sept 9, 2008	John Tillmann, Chief Financial Officer Stan Koch & Sons Trucking Inc Sept 9, 2008