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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 3, 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) 700-7369
(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 September 28, 2011, DoMark International, Inc. (the "Company" or "DoMark")
entered into a letter agreement with Robert M. Greenway (the "Greenway
Agreement"), who will serve as an independent director of DoMark, which sets
forth certain understandings and arrangements with respect to the relationship
of Mr. Greenway with the Company. Also on September 28, 2011, DoMark entered
into a letter agreement with Paul Mangiamele (the "Mangiamele Agreement"; the
Greenway Agreement and the Mangiamele Agreement collectively referred to as the
"Agreements"), who will serve as an independent director of DoMark, which sets
forth certain understandings and arrangements with respect to the relationship
of Mr. Mangiamele with the Company.
The material terms of the Agreements are 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 September 28, 2011, and in accordance with Article III of the Company's
Bylaws, the Board of Directors of DoMark appointed Robert M. Greenway and Paul
Mangiamele as directors of the Company, thereby increasing the size of its Board
of Directors from one to three members. Neither Mr. Greenway nor Mr. Mangiamele
has been appointed to any Company committee.
Mr. Greenway previously has served in various managerial and executive positions
in sports television, including Manager of Program Planning and Sports
Production of ABC Sports, Director of Program Administration of ESPN, Vice
President of Sports Programming of HBO and Executive Vice President of
Programming, Production and Operations of the Golf Channel. Mr. Greenway is a
North Carolina native who received his Bachelor's and law degrees from the
University of North Carolina.
Mr. Mangiamele currently serves as the President and Chief Executive Officer of
Bennigan's Franchising Co. Mr. Mangiamele previously has served in various
executive positions, including Chairman, Chief Executive Officer and President
of Aegis Investment Management, President and Chief Executive Officer of
Salsarita's Fresh Cantina, Chief Development Officer at Value Place and
Executive Vice President and Chief Operating Officer of Sport Clips, Inc. Mr.
Mangiamele graduated magna cum laude from The College of New Jersey with a
Bachelor's degree in Health and Physical Education and summa cum laude from
Springfield College with a Master's degree in Education, Business
Management/Hospitality/Resort.
There are no arrangements or understandings between Mr. Greenway and any other
persons pursuant to which Mr. Greenway was appointed a director of the Company.
There are no transactions in which Mr. Greenway has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
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There are no arrangements or understandings between Mr. Mangiamele and any other
persons pursuant to which Mr. Mangiamele was appointed a director of the
Company. There are no transactions in which Mr. Mangiamele has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Greenway will receive compensation for his service on the Board of Directors
in accordance with the terms of Greenway Agreement. During the initial term of
the Greenway Agreement, October 1, 2011 through October 15, 2012, Mr. Greenway
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. Mr. Greenway also may receive stock options in the
Company pursuant to a future agreement by the parties.
Mr. Mangiamele also will receive compensation for his service on the Board of
Directors during the initial term of the Mangiamele Agreement, October 1, 2011
through October 15, 2012, in accordance with the terms of Mangiamele Agreement.
The material terms of the Mangiamele Agreement are the same as those described
above in connection with the Greenway Agreement.
A copy of the Greenway Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The foregoing description of the material
terms of the Greenway Agreement does not purport to be complete and is qualified
in its entirety by reference to such exhibit.
A copy of the Mangiamele Agreement is attached hereto as Exhibit 10.2 and is
incorporated herein by reference. The foregoing description of the material
terms of the Mangiamele Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number Description
------ -----------
10.1 Letter Agreement between DoMark International, Inc. and Robert M.
Greenway dated September 28, 2011
10.2 Letter Agreement between DoMark International, Inc. and Paul
Mangiamele dated September 28, 2011
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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.
Date: October 3, 2011 DoMark International, Inc.
By: /s/ R. Thomas Kidd
---------------------------------------
R. Thomas Kidd, Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
10.1 Letter Agreement between DoMark International, Inc. and Robert M.
Greenway dated September 28, 2011
10.2 Letter Agreement between DoMark International, Inc. and Paul
Mangiamele dated September 28, 201
