DAMARK Announces $20 Million Preferred Equity Investment; Also: Subsidiary Spin-out Likely Delayed; Comfort With Analysts' Expectations; Class-Action Lawsuit Victory.Business Editors MINNEAPOLIS--(BUSINESS WIRE)--Sept. 29, 2000 DAMARK International, Inc. (Nasdaq:DMRK) today announced the following: -- Receipt of a preferred equity investment of $20 million -- Spin-out decision of ClickShip Direct delayed -- Management of Provell and ClickShip comfortable with Q3 estimates -- Unanimous jury verdict favoring company in long standing class-action litigation Damark International, Inc. announced that it has placed $20 million of preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. with four institutional investors. The preferred stock is convertible into Damark shares at $12.94 per share. The purchasers also received warrants exercisable at $16.17 per share on a number of shares equal to 50 percent of the number of shares that could be acquired. Terms also include a warrant on shares of ClickShip Direct if that subsidiary is spun off and distributed to Damark shareholders. The proceeds from the preferred stock sale are primarily intended to fund Provell, as it replaces former Damark membership programs, and to facilitate an aggressive expansion of Provell's business. ClickShip Direct strategic options being explored Mark A. Cohn, Damark's chairman and chief executive officer, indicated that the company is continuing to explore opportunities to capitalize ClickShip Direct so that its shares can be distributed and it can operate as an independent public company. Cohn stated, "When we initiated plans to complete a spin-off of ClickShip Direct, the e-fulfillment and related e-commerce businesses had attractive market valuations. Prospects for financing ClickShip Direct appeared favorable." While Damark continues to explore capitalizing ClickShip Direct so that a spin-off can be accomplished, including the use of its recently expanded fulfillment center and related real estate to obtain financing, market conditions have changed, values have declined substantially for comparable companies and financing has not been readily available. Consequently, the company is currently exploring all options relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc ClickShip, including raising capital and other strategic alternatives. Various financing proposals are being explored, and a decision on ClickShip Direct is expected by year-end. There is no assurance as to the alternative that the company will pursue. Company expresses comfort with third-quarter street estimates "At Provell, we are delighted to report additional new client wins and an attractive client pipeline, and are comfortable with the range of analysts' estimates for the third quarter," said George S. Richards, the company's president. Cohn reports that ClickShip Direct is also on target and that "we are comfortable with third-quarter estimates, as well." DAMARK wins class-action lawsuit The company also, recently and successfully, concluded a four-year old class action litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. case in New Jersey. "We have always believed this litigation to be completely unwarranted. The unanimous jury verdict in our favor validates the integrity of our business practices and helps to restore my faith in the justice system. While we have been forced to expend ex·pend tr.v. ex·pend·ed, ex·pend·ing, ex·pends 1. To lay out; spend: expending tax revenues on government operations. See Synonyms at spend. 2. significant resources in the defense against these misguided and ill-advised claims, we have the satisfaction of putting this matter behind us with a successful conclusion," said Cohn. DAMARK International, Inc., operating under the Provell name, develops, markets and manages leading edge membership and customer relationship management programs. Provell's proprietary programs provide purchase price discounts and other benefits related to consumer and small business needs in the areas of shopping, travel, hospitality, entertainment, health/fitness, and finance. As of July 1, 2000, consumers enjoyed benefits provided through nearly 2.3 million memberships. The Company is headquartered in Minneapolis, Minnesota “Minneapolis” redirects here. For other uses, see Minneapolis (disambiguation). Minneapolis (pronounced IPA: /ˌmɪniˈæpəlɪs/) is the largest city in the U.S. and was founded in 1986. ClickShip Direct, Inc. provides outsourcing of order fulfillment Order fulfillment (in BE also: order fulfilment) is in the most general sense the complete process from point of sales inquiry to delivery of a product to the customer. Sometimes Order fulfillment and customer care services to retailers, e-tailers, direct marketers, and manufacturers. These services include online and offline order-capture, payment processing, inventory receipt, warehousing, merchandise shipment, after-the-sale customer service and support, and returns management. CSDI CSDI Computer Systems Development, Inc. CSDI Contract Status Data Input CSDI Compressed Serial Digital Interface operates two 375-seat customer care centers in Junction City, Kansas Junction City is a city in Geary County, Kansas, United States. The population was 18,886 at the 2000 census. It is the county seat of Geary CountyGR6. Fort Riley, a major U.S. Army post, is nearby. and Fayetteville, North Carolina Fayetteville is a city located in Cumberland County, North Carolina. As of the 2000 census, the city had a total population of 121,015. It is the county seat of Cumberland County GR6, and is best known as the home of Fort Bragg, a U.S. and a 720,000 square foot distribution center in Brooklyn Park, Minnesota Brooklyn Park is a city in Hennepin County, Minnesota, United States. As of 2005, it had a population of 66,408. It is a northwestern suburb of Minneapolis, Minnesota. Geography According to the United States Census Bureau, the city has a total area of 68.8 km² (26. . Headquartered in Minneapolis, Minnesota, ClickShip is a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of DAMARK International, Inc. and was incorporated in January 2000. Additional information about CSDI can be found at www.clickshipdirect.com. Any statements herein regarding the business of DAMARK International, Inc. that are not historical facts are "forward-looking statements" that are intended to qualify for the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions from liability provided by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. For a discussion of risks and uncertainties that could cause actual results to differ from those implied by any forward looking statement, see "Forward-Looking Information" in the Company's most recent Annual and Quarterly Reports on Forms 10-K and 10-Q as filed with the Securities and Exchange Commission. |
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