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
July 29, 2008
Date of Report (Date of earliest event reported)
DOMARK INTERNATIONAL, INC.
(Name of small business issuer as specified in its charter)
Nevada 333-136247 20-4647578
(State or jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1809 East Broadway #125, Oviedo, Florida 32765
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 757-572-9241
(Former Name or Former Address, if Changes Since Last Report)
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))
As used in this report, the terms "we", "us", "our", "our company" refer to
Domark International, Inc., a Nevada corporation.
ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
On July 29, 2008, we entered into an Investment Agreement with Dutchess Private
Equities Fund, L.P. (the "Investor"). Pursuant to this Agreement, the Investor
shall commit to purchase up to $50,000,000 of our common stock over the course
of thirty-six (36) months. The amount that we shall be entitled to request from
each purchase ("Puts") shall be equal to, at our election, either (i) 200% of
the average daily volume (U.S. market only) of the common stock for the three
(3) trading days prior to the applicable put notice date, multiplied by the
average of the three (3) daily closing prices immediately preceding the put date
or (ii) $2,500,000. The put date shall be the date that the Investor receives a
put notice of a draw down by us. The purchase price shall be set at ninety-three
percent (93%) of the lowest Volume Weighted Average Price (VWAP) of the Common
Stock during the five (5) consecutive trading days immediately after the put
notice date. There are put restrictions applied on days between the put date and
the closing date with respect to that particular Put. During this time, we shall
not be entitled to deliver another put notice. Ion addition, the investor will
not be obligated to purchase shares if the Investor's total number of shares
beneficially held would exceed 4.99% of the number of shares of Common Stock as
determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of
1934.
We are obligated to file a registration statement with the Securities and
Exchange Commission ("SEC") covering 15,000,000 shares of the common stock
underlying the Investment Agreement within 45 days after the closing date. In
addition, we are obligated to use all commercially reasonable efforts to have
the registration statement declared effective by the SEC within 120 days after
the closing date. We shall have an ongoing obligation to register additional
shares of our common stock as necessary underlying the draw downs.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 above.
We claim an exemption from the registration requirements of the Securities Act
of 1933, as amended (the "Act") for the private placement of these securities
pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated
thereunder since, among other things, the transaction does not involve a public
offering, the Investor is an "accredited investor" and/or qualified
institutional buyer, the Investor has access to information about the Company
and its investment, the Investor will take the securities for investment and not
resale, and the Company is taking appropriate measures to restrict the transfer
of the securities.
ITEM 7.01 REGULATION FD DISCLOSURE.
A copy of the press release describing the transaction referenced herein is
furnished as Exhibit 99.1 to this Current Report filed on Form 8-K and is
incorporated herein by reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Investment Agreement by and between Domark International, Inc. and
Dutchess Private Equities Fund, Ltd.
10.2 Registration Rights Agreement by and between Domark International,
Inc. and Dutchess Private Equities Fund, Ltd.
99.1 Press release dated August 4, 2008.
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 thereunto duly authorized.
Domark International, Inc.
Date: August 7, 2008
By /s/ R. Thomas Kidd
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R. Thomas Kidd
Chief Executive Officer
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