8-K

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):  February 4, 2014

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)

605 Highway 169 North, Suite 400, Minneapolis, Minnesota 55441

(Address of Principal Executive Offices)  (Zip Code)

(763) 520-8500

(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:

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

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

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

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

Item 7.01Regulation FD Disclosure

On February 4, 2014, Winmark Corporation (the “Company”) announced in a press release that its Board of Directors has approved the payment of a special cash dividend to its shareholders.  The special dividend of $5.00 per share will be paid on March 3, 2014 to shareholders of record on the close of business on February 17, 2014.  The total amount of the special dividend payment will be approximately $25.7 million based on the current number of shares outstanding.  Future dividends will be subject to Board approval.  It is anticipated that Winmark will use a combination of cash on hand as well as bank borrowings to finance the special dividend.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 8.01Other Events

On February 4, 2014, Winmark Corporation (the “Company”) announced in a press release that its Board of Directors has approved the payment of a special cash dividend to its shareholders.  The special dividend of $5.00 per share will be paid on March 3, 2014 to shareholders of record on the close of business on February 17, 2014.  The total amount of the special dividend payment will be approximately $25.7 million based on the current number of shares outstanding.  Future dividends will be subject to Board approval.  It is anticipated that Winmark will use a combination of cash on hand as well as bank borrowings to finance the special dividend.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

      99.1     Press Release dated February 4, 2014

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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

	WINMARK CORPORATION
Date: February 4, 2014	By:	/s/ Anthony D. Ishaug
		Anthony D. Ishaug
		Chief Financial Officer and Treasurer

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EXHIBIT INDEX

to

Form 8-K

Winmark Corporation

Exhibit Number	Exhibit Description
99.1	Press Release dated February 4, 2014

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EX-99.1

Exhibit 99.1

Contact:	Brett D. Heffes
	763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

SPECIAL CASH DIVIDEND

Minneapolis, MN (February 4, 2014)  —  Winmark Corporation (Nasdaq: WINA) announced today that its Board of Directors has approved the payment of a special dividend to shareholders.  The special dividend of $5.00 per share will be paid on March 3, 2014 to shareholders of record on the close of business on February 17, 2014.  The total amount of the special dividend payment will be approximately $25.7 million based on the current number of shares outstanding.  Future dividends will be subject to Board approval.

It is anticipated that Winmark will use a combination of cash on hand as well as bank borrowings to finance the special dividend.  John L. Morgan, Chairman and Chief Executive Officer, stated “Our second special dividend in the past two years reflects the strong cash flow created by both our franchising business and leasing business.  Our continued philosophy is to manage the company in a manner whereby shareholder and management interests are aligned.”

Winmark Corporation creates, supports and finances business.  At December 28, 2013, there were 1,005 franchises in operation under the brands Plato’s Closet®, Once Upon A Child®, Play It Again Sports®, Music Go Round® and Style Encore®.  An additional 112 retail franchises have been awarded but are not open.  In addition, at September 28, 2013, the Company had a lease portfolio of $36.7 million.

This press release contains forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to future events or the future financial performance of the Company including statements with respect to our ability to finance the growth of our leasing and franchising businesses and the payment of cash dividends for the foreseeable future.  Such forward-looking statements are only predictions or statements of intention subject to risks and uncertainties and actual events or results could differ materially from those anticipated.  Because actual result may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statement.