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
August 6, 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this Current Report on Form 8-K contains some
forward-looking statements. Certain of the matters discussed concerning our
operations, cash flows, financial position, economic performance and financial
condition, and the effect of economic conditions include forward-looking
statements.
Statements that are predictive in nature, that depend upon or refer to future
events or conditions or that include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates" and similar expressions are
forward-looking statements. Although we believe that these statements are based
upon reasonable assumptions, including projections of orders, sales, operating
margins, earnings, cash flow, research and development costs, working capital,
capital expenditures and other projections, they are subject to several risks
and uncertainties.
Investors are cautioned that our forward-looking statements are not guarantees
of future performance and the actual results or developments may differ
materially from the expectations expressed in the forward-looking statements.
As for the forward-looking statements that relate to future financial results
and other projections, actual results will be different due to the inherent
uncertainty of estimates, forecasts and projections may be better or worse than
projected. Given these uncertainties, you should not place any reliance on these
forward-looking statements. These forward-looking statements also represent our
estimates and assumptions only as of the date that they were made. We expressly
disclaim a duty to provide updates to these forward-looking statements, and the
estimates and assumptions associated with them, after the date of this filing to
reflect events or changes in circumstances or changes in expectations or the
occurrence of anticipated events. You are advised, however, to consult any
additional disclosures we make in our reports on Form 10-KSB, Form 10-QSB, Form
8-K, or their successors.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 24, 2008, we executed an asset purchase agreement (the "Agreement") with
TotalMed Systems, Inc., a Florida corporation ("TotalMed"), whereby pursuant to
the terms and conditions of that Agreement, we completed the purchase of certain
assets. The Closing of the transaction occurred on August 6, 2008 (the
"Closing").
As consideration for the certain assets of TotalMed, we agreed to pay TotalMed
issued and outstanding shares of our common stock that will have the aggregate
value of six million Dollars ($6,000,000), determined by dividing the average
closing price for the 5 days prior to the Closing ($2.34), which sum may be
reduced based on contingencies described in the Agreement.
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The securities, when issued, will be in reliance on the exemptions for sales of
securities not involving a public offering, as set forth in Rule 506 promulgated
under the Securities Act of 1933, as amended (the "Securities Act") and in
Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of
Regulation D.
ITEM 2.01 - ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.01 above.
ITEM 3.02 - UNREGISTERED SALE OF EQUITY SECURITIES
See Item 1.01 above.
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.
ITEM 9.01 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired.
The financial statements required by this Item 9(a) will be filed by amendment
to this Form 8-K within the period permitted by Item 9(a)(4) of Form 8-K. (b)
Pro Forma financial information
The pro forma financial information required by this Item 7(b) will be filed by
amendment to this Form 8-K within the period permitted by Item 9(a)(4) of Form
8-K.
(d) Exhibits
10.1 Asset Purchase Agreement by and between Domark International, Inc.,
and TotalMed Systems, Inc., dated July 24, 2008.
99.1 Press release dated July 29, 2008.
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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 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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