Form 10-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K/A

 

Amendment No. 1

 

ANNUAL REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the Year Ended December 31, 2003   Commission File No. 1-4290

 

K2 INC.

(Exact name of registrant as specified in its charter)

 

Delaware   95-2077125
(State of Incorporation)   (I.R.S. Employer Identification No.)

 

2051 Palomar Airport Road    
Carlsbad, California   92009
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (760) 494-1000

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Name of each exchange on which registered

Common Stock, par value $1 per share   New York Stock Exchange
    Pacific Exchange
Series A Preferred Stock Purchase Rights   New York Stock Exchange
    Pacific Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by an “X” whether the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨

 

The aggregate market value of the voting stock of the registrants held by nonaffiliates was approximately $330,152,090 as of June 30, 2003, which is the last business day of the registrant’s most recently completed second fiscal quarter.

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of February 25, 2004.

 

Common Stock, par value $1   34,874,652 Shares

 

Documents Incorporated by Reference

 

Portions of the proxy statement for the Annual Meeting of Shareholders to be held May 13, 2004 are

incorporated by reference in Part III.

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Form 10-K for the year ended December 31, 2003, as filed with the Securities and Exchange Commission on March 12, 2004, is being filed solely to include Exhibit 12 (Statement of Computation of Ratio of Earnings to Fixed Charges). This Exhibit was inadvertently omitted from the original filing of the Annual Report on Form 10-K for the year ended December 31, 2003. This amendment does not change the previously reported financial statements and other financial disclosures.

SIGNATURES

 

Pursuant to the requirements of Section 13 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.

 

K2 INC.

 

By: /s/ RICHARD J. HECKMANN

Richard J. Heckmann

Chairman and Chief Executive Officer

 

Date: March 12, 2004

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ RICHARD J. HECKMANN

   

Chief Executive Officer and

Chairman of the Board

   March 12, 2004
Richard J. Heckmann         

/s/ JOHN J. RANGEL

  

Senior Vice President and

Chief Financial Officer

(Principal Finance and

Accounting Officer)

   March 12, 2004
John J. Rangel         

/s/ JERRY E. GOLDRESS

    Director   March 12, 2004
Jerry E. Goldress         

/s/ WILFORD D. GODBOLD, JR.

    Director   March 12, 2004
Wilford D. Godbold, Jr.         
    Director   March 12, 2004
Steven J. Green         

/s/ ROBIN E. HERNREICH

    Director   March 12, 2004
Robin E. Hernreich         

/s/ LOU HOLTZ

    Director   March 12, 2004
Lou Holtz         

 

Signature

   

Title

  

Date

/s/ STEWART M. KASEN

    Director   March 12, 2004
Stewart M. Kasen         

/s/ ALFRED E. OSBORNE, JR.

    Director   March 12, 2004
Alfred E. Osborne, Jr.         

/s/ DAN QUAYLE

    Director   March 12, 2004
Dan Quayle         

/s/ EDWARD F. RYAN

    Director   March 12, 2004
Edward F. Ryan