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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
K2 DESIGN, INC.
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(Name of issuer)
Common Stock, par value $0.01 per share
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(Title of class of securities)
482731 10 6
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(CUSIP number)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 10 Pages
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13G
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CUSIP No. 482731 10 6 Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSONS Matthew G. de Ganon
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF 5 SOLE VOTING POWER 1,925,480 (1)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0 (1)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 412,620 (2)
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 1,237,860 (2)
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,620 (1) (3)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/X/
Mr. de Ganon disclaims beneficial ownership to shares of which he is
not a record owner. (3)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
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13G
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CUSIP No. 482731 10 6 Page 3 of 10 Pages
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1 NAMES OF REPORTING PERSONS David J. Centner
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF 5 SOLE VOTING POWER 0 (1)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0 (1)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 412,620 (2)
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 1,237,860 (2)
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,620 (1) (3)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/X/
Mr. Centner disclaims beneficial ownership to shares of which he is not
a record owner. (3)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 10 Pages
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13G
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CUSIP No. 482731 10 6 Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS Douglas E. Cleek
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF 5 SOLE VOTING POWER 0 (1)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0 (1)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 412,620 (2)
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 1,237,860 (2)
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,620 (1) (3)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/X/
Mr. Cleek disclaims beneficial ownership to shares of which he is not a
record owner. (3)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 10 Pages
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13G
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CUSIP No. 482731 10 6 Page 5 of 10 Pages
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1 NAMES OF REPORTING PERSONS Bradley K. Szollose
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF 5 SOLE VOTING POWER 0 (1)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0 (1)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 412,620 (2)
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 1,237,860 (2)
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,620 (1) (3)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/X/
Mr. Szollose disclaims beneficial ownership to shares of which he is
not a record owner. (3)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 10 Pages
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Item 1(a). Name of Issuer:
K2 Design, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
30 Broad St., 16th Floor
New York, NY 10004
Item 2(a). Name of Person Filing:
Each of Matthew G. de Ganon, David J. Centner, Douglas E.
Cleek and Bradley K. Szollose, individually, and together as a
group as a result of a Voting Agreement among them. (1)
Item 2(b). Address of Principal Business Office or, if None, Residence:
30 Broad St., 16th Floor
New York, NY 10004
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
482731 10 6
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of the Act,
(b) / / Bank as defined in section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in section 3(a)(19) of the
Act,
(d) / / Investment Company registered under section 8 of the
Investment Company Act,
(e) / / Investment Advisor registered under section 203 of the
Investment Advisors Act of 1940,
Page 6 of 10 Pages
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(f) / / Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see 13d-
1(b)(1)(ii)(F),
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(1)(ii)(G); see Item 7,
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1 (b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
(a) Amount beneficially owned.
Messrs. de Ganon, Centner, Cleek and Szollose are each record
and beneficial owners of 412,620 shares, or 1, 650, 480 shares
in the aggregate, all of which are subject to a Voting
Agreement. (1) (3)
(b) Percent of class:
Messrs. de Ganon, Centner, Cleek and Szollose are each record
owners of approximately 11.2% of the class, or approximately
44.8% of the class in the aggregate (except Mr. de Ganon who
beneficially owns approximately 52.3% of the class as a result
of the proxies granted pursuant to the Voting Agreement and
the Stock Option referenced in Item 8 of this Statement). (1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
As to Mr. de Ganon, 1,925,480 shares; as to Messrs. Centner,
Cleek and Szollose, 0 shares.
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
412,620 shares as to each of Messrs. de Ganon, Centner, Cleek
and Szollose.
(iv) Shared power to dispose or to direct the disposition of
1,237,860
Page 7 of 10 Pages
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Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
David J. Centner, Matthew G. de Ganon, Douglas E. Cleek and
Bradley K. Szollose are filing this Amendment No. 1 to
Schedule 13G both individually and as a group as a result of
the grant to Robert Burke of an option to purchase shares held
by each of such persons. In consideration of Robert Burke's
employment at K2 Design, Inc. as its Chief Operating Officer,
on December 16, 1997, each of Messrs. de Ganon, Centner, Cleek
and Szollose granted to Mr. Burke an option to purchase
immediately 68,750 shares of common stock of each person for
an exercise price of $1.75 per share (the "Stock Option"). In
addition, Mr. Burke has granted Mr. de Ganon a proxy to vote
any shares received upon exercised by Mr. Burke pursuant to
the Stock Option so long as the Voting Agreement (the "Voting
Agreement"), dated July 26, 1996 by and among Messrs. de
Ganon, Centner, Cleek and Szollose, remains in full force and
effect.
As a result of the Stock Option to Mr. Burke, each of Messrs.
de Ganon, Centner, Cleek and Szollose beneficially own 412,620
shares (reduction of 68,750 shares from previous ownership of
481,370 shares). However, Mr. de Ganon retains his sole power
to vote 1,925,480 shares because Mr. Burke has granted Mr. de
Ganon a proxy to vote any shares exercised by Mr. Burke
pursuant to the Stock Option as long as the Voting Agreement
remains in full force and effect.
Item 9. Notice of Dissolution of the Group
Not applicable.
Page 8 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
January , 1998
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Date
/s/ MATTHEW G. DE GANON
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Signature
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MATTHEW G. DE GANON
January , 1998
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Date
/s/ DAVID J. CENTNER
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Signature
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DAVID J. CENTNER
January , 1998
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Date
/s/ DOUGLAS E. CLEEK
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Signature
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DOUGLAS E. CLEEK
January , 1998
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Date
/s/ BRADLEY K. SZOLLOSE
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Signature
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BRADLEY K. SZOLLOSE
Page 9 of 10 Pages
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NOTES
(1) As a result of a 10-year agreement by and among Messrs. de Ganon, Centner,
Cleek and Szollose, dated July 26, 1996 (the "Voting Agreement"), Mr. de Ganon
has voting control over approximately 52% of the Company's outstanding shares,
except that these shares are required to be voted in favor of the election as
directors of Messrs. de Ganon, Centner, Cleek and Szollose. Messrs. de Ganon,
Centner, Cleek and Szollose each own 412,620 shares.
(2) Article IV of the Voting Agreement grants each party thereto a right of
first refusal as to the sale of the others' shares.
(3) Messrs. de Ganon, Centner, Cleek and Szollose each disclaim beneficial
ownership to shares of which they are not record owners.
Page 10 of 10 Pages
