Filed Pursuant to Rule 424(b)(3)
File Number 333-133393
PROSPECTUS
SUPPLEMENT NO. 1
to Prospectus, as amended and restated,
declared effective on March 30, 2007
(Registration No. 333-133393)
WINMARK CORPORATION
This Prospectus Supplement No. 1 supplements our Prospectus, as amended and restated, declared effective March 30, 2007.
You should read this Prospectus Supplement No. 1 together with the Prospectus.
This Prospectus Supplement No. 1 includes the attached Current Report on Form 8-K of Winmark Corporation as filed by us with the Securities and Exchange Commission on April 10, 2007.
The information contained herein, including the information attached hereto, supplements and supersedes, in part, the information contained in the Prospectus. This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus, and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement No. 1 supersedes the information contained in the Prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement No. 1 is April 10, 2007.
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): April 5, 2007
Winmark Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Minnesota |
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(State or Other Jurisdiction of Incorporation) |
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000-22012 |
41-1622691 |
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(Commission File Number) |
(I.R.S. Employer Identification Number) |
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4200 Dahlberg Drive, Suite 100 Golden Valley, MN 55422-4837 |
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(Address of Principal Executive Offices) (Zip Code) |
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(612) 520-8500 |
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(Registrant’s Telephone Number, Including Area Code) |
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Not Applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into Material Definitive Agreement.
On April 5, 2007, John L. Morgan, chief executive officer and chairman of Winmark Corporation (“Winmark”), subscribed for and purchased $400,000 of four year maturity unsecured subordinated notes on a monthly interest payment schedule at the rates described in the Interest Rate Supplement filed on Form 424B2 with the Securities and Exchange Commission on April 3, 2007 (“Interest Rate Supplement”) offered by Winmark pursuant to a prospectus and related documents declared effective on March 30, 2007 (“Prospectus”). In connection with his investment, Mr. Morgan agreed that his notes would be voted consistent with the majority of the remaining noteholders in an event of default.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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10.1 |
Form of Subscription Agreement (Exhibit 4.4)(1) |
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10.2 |
Interest Rate Supplement (2) |
(1) Incorporated by reference to the specified exhibit to the Registration Statement on Form S-1, effective March 30, 2007 (Reg. No. 333-133393)
(2) Incorporated by reference to the Form 424(b) filing on April 3, 2007, supplementing the Prospectus filed on Form S-1, effective March 30, 2007 (Reg. No. 333-133393)
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.
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WINMARK CORPORATION |
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Date: April 10, 2007 |
By: |
/s/ Catherine P. Heaven |
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Catherine P. Heaven |
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General Counsel |
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EXHIBIT INDEX
to
Form 8-K
Winmark Corporation
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10.1 |
Form of Subscription Agreement (Exhibit 4.4)(1) |
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10.2 |
Interest Rate Supplement (2) |
(1) Incorporated by reference to the specified exhibit to the Registration Statement on Form S-1, effective March 30, 2007 (Reg. No. 333-133393)
(2) Incorporated by reference to the Form 424(b) filing on April 3, 2007, supplementing the Prospectus filed on Form S-1, effective March 30, 2007 (Reg. No. 333-133393)