<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------------------
FORM 8-K/A
-----------------------------------------------------
Amendment to Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Amendment No.1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K, dated
June 3, 1998 and filed June 17, 1998 as set forth in the pages attached hereto:
Item 7. Financial Statements and Exhibits
June 3, 1998 1-11873
- ------------------------------------------------ ----------------------
Date of Report (Date of earliest event reported) Commission File Number
K2 DESIGN, INC.
(Exact name of registrant as specified in its charter)
Delaware
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
13-3886065
---------------------------------------
(I.R.S. Employer Identification Number)
30 Broad Street
New York, New York 10004
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 301-8800
----------------------------------------------------
(Registrant's telephone number, including area code)
================================================================================
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) not applicable
(b) The registrant submits this Form 8-K/A in order to supply the pro
forma financial information required pursuant to Item 7(b) of Form 8-K and
Article 11 of Regulation S-X of the rules and regulations of the Securities and
Exchange Commission, with respect to the disposition by K2 Design, Inc. (the
"Registrant") of its CLIQNOW! business unit to 24/7 Media, Inc. ("24/7 Media"),
as of June 1, 1998, as reported on a Form 8-K filed on June 17, 1998.
(c) Exhibits
(i) Unaudited Pro Forma Condensed Financial Statements.
(ii) K2 Design, Inc. Unaudited Pro Forma Condensed
Statement Of Operations For The Three Months Ended
March 31, 1998.
(iii) K2 Design, Inc. Unaudited Pro Forma Condensed Balance
Sheet As Of March 31, 1998.
(iv) K2 Design, Inc. Unaudited Pro Forma Condensed
Statement Of Operations For The Year Ending December
31, 1997.
(v) Notes to Unaudited Pro Forma Condensed Financial
Statements.
2
<PAGE>
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.
Date: August 17, 1998 K2 DESIGN, INC.
By: s/Robert W. Burke
--------------------------------
Name: Robert W. Burke
Title: Chief Operating Officer
<PAGE>
Exhibit (i)
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
The following unaudited pro forma condensed financial statements give
effect to the sale of the CLIQNOW! ("CLIQ") business unit of K2 Design, Inc.
("K2") to 24/7 Media, Inc. (the "Transaction"). These pro forma financial
statements are presented for illustrative purposes only, and therefore are not
necessarily indicative of the operating results and financial position that
might have been achieved had the Transaction occurred on an earlier date, nor
are they necessarily indicative of operating results and financial position
which may occur in the future.
The condensed historical financial statements of operations for the
periods presented are derived from the historical financial statements of K2 and
CLIQ. These pro forma statements should be read in conjunction with the K2
Design, Inc. 1997 Annual Report on Form 10-KSB and the quarterly report on Form
10-QSB. The historical financial statements as of and for the three months ended
March 31, 1998 have been prepared in accordance with generally accepted
accounting principles applicable to interim financial information and, in the
opinion of K2's management, includes all adjustments necessary for a fair
presentation of information for such periods.
A pro forma condensed balance sheet is provided as of March 31, 1998
giving effect to the Transaction as though it had been consummated on that date.
Pro forma condensed statements of operations are provided for the three months
ended March 31, 1998 and the year ending December 31, 1997, giving effect to the
Transaction as though it had occurred at the beginning of the earliest period
presented.
4
<PAGE>
Exhibit (ii)
K2 DESIGN, INC. UNAUDITED PRO FORMA CONDENSED STATEMENT OF
OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
K2 DESIGN, K2 DESIGN,
INC. PRO FORMA INC. PRO
HISTORICAL ADJUSTMENTS FORMA
---------- ------------ ----------
<S> <C> <C> <C>
Revenues $2,640,941 $(500,559)(g) $2,140,382
Direct salaries and costs 1,769,470 (303,868)(g) 1,465,602
Selling, general and administrative expenses 776,207 (241,990)(g) 534,217
Depreciation 92,814 (3,806)(g) 89,008
---------- ----------
Loss from operations 2,450 51,555
Interest and other income, net 40,763 (300)(g) 40,463
---------- ----------
Income before provision for 43,213 92,018
income taxes
Provision for income taxes 5,294 5,294
Income from continuing ---------- ----------
operations $ 37,919 $ 86,724
---------- ----------
Net income per common share -
Basic $ 0.01 $ 0.02
========== ==========
Diluted $ 0.01 $ 0.02
========== ==========
Weighted average basic common
shares outstanding 3,680,671 3,680,671
========== ==========
Weighted average diluted common
shares and common share
equivalents outstanding 3,716,841 3,716,841
========== ==========
</TABLE>
5
<PAGE>
Exhibit (iii)
K2 DESIGN, INC. UNAUDITED PRO FORMA CONDENSED BALANCE SHEET AS OF
MARCH 31, 1998
<TABLE>
<CAPTION>
K2 DESIGN, K2 DESIGN,
INC. PRO FORMA INC. PRO
HISTORICAL ADJUSTMENTS FORMA
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash $ 3,543,818 $ 905,000 (a) $ 4,448,818
Accounts receivable, net 1,595,792 (634,643)(c) 961,149
Prepaid expenses and other assets 723,334 (110,644)(d) 612,690
Investment in convertible preferred stock -- 2,572,000 (b) 2,572,000
----------- ----------- -----------
Total current assets 5,862,944 2,731,713 8,594,657
Equipment and leasehold improvements 911,137 (35,030)(d) 876,107
Restricted cash 150,711 -- 150,711
Other assets 9,572 -- 9,572
----------- ----------- -----------
Total assets $ 6,934,364 $ 2,696,683 $ 9,631,047
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Current portion of capital lease obligations $ 56,786 $ -- $ 56,786
Accounts payable 1,169,861 (183,051)(e) 986,810
Accrued compensation and payroll taxes 133,277 (19,451)(e) 113,826
Other accrued expenses 1,077,810 (145,135)(e) 932,675
Deferred revenue 620,087 (336,172)(e) 283,915
Customer advances 63,549 -- 63,549
----------- ----------- -----------
Total current liabilities 3,121,370 (683,809) 2,437,561
Long term capital lease obligations 31,876 -- 31,876
----------- ----------- -----------
Total liabilities 3,153,246 (683,809) 2,469,437
STOCKHOLDERS' EQUITY
Preferred stock -- -- --
Common stock 36,807 -- 36,807
Treasury stock (75,266) -- (75,266)
Additional paid-in capital 6,380,325 -- 6,380,325
Accumulated deficit (2,560,748) 3,380,492 (f) 819,744
----------- ----------- -----------
Stockholders' equity 3,781,118 3,380,492 7,161,610
----------- ----------- -----------
Total liabilities and stockholders' equity $ 6,934,364 $ 2,696,683 $ 9,631,047
=========== =========== ===========
</TABLE>
6
<PAGE>
Exhibit (iv)
K2 DESIGN, INC. UNAUDITED PRO FORMA CONDENSED STATEMENT OF
OPERATIONS FOR THE YEAR ENDING DECEMBER 31, 1997
<TABLE>
<CAPTION>
K2 DESIGN, K2 DESIGN,
INC. PRO FORMA INC. PRO
HISTORICAL ADJUSTMENTS FORMA
----------- ----------- -----------
<S> <C> <C> <C>
Revenues $ 8,397,680 $(896,427)(h) $ 7,501,253
Direct salaries and costs 6,125,373 (570,865)(h) 5,554,508
Selling, general and administrative
expenses 3,644,728 (778,916)(h) 2,865,812
Depreciation 347,346 (8,809)(h) 338,537
----------- -----------
Loss from operations (1,719,767) (1,257,604)
Interest and other income, net 37,087 37,087
----------- -----------
Loss before provision for income taxes (1,682,680) (1,220,517)
Provision for income taxes 20,570 20,570
----------- -----------
Loss from continuing operations ($1,703,250) ($1,241,087)
----------- -----------
Net income (loss) per common share -
Basic $ (0.46) $ (0.34)
=========== ===========
Diluted $ (0.46) $ (0.34)
=========== ===========
Weighted average basic common shares
outstanding 3,663,046 3,663,046
=========== ===========
Weighted average diluted common shares
and common share equivalents 3,663,046 3,663,046
=========== ===========
</TABLE>
7
<PAGE>
Exhibit (v)
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited pro forma condensed financial statements are presented
for illustrative purposes only, giving effect to the Transaction. In accordance
with SEC reporting rules, the pro forma condensed statements of operations, and
the historical statements from which they are derived, present only income from
continuing operations and, therefore, do not include discontinued operations,
extraordinary items and the cumulative effect of accounting changes, as
applicable.
The pro forma condensed balance sheet as of March 31, 1998 includes,
in accordance with SEC reporting rules, the impact of all transactions, whether
recurring or nonrecurring in nature, that can be reasonably estimated and should
be reflected at that date.
2. PRO FORMA ADJUSTMENTS
The following pro forma adjustments have been made to the unaudited
condensed statements of operations and balance sheet, as applicable-
(a) - To record cash received, net of transaction fees
and payments to certain employees of CLIQ.
(b) - To record investment of 2,572 shares of Convertible
Preferred Stock of 24/7 Media, Inc. at a stated
value of $1,000 per share.
(c) - To eliminate the accounts receivable purchased by
24/7 Media, Inc. as of March 31, 1998.
(d) - To reflect the write off of deferred financing
costs and the transfer of certain prepaid expenses
and fixed assets as part of the sale of CLIQ.
Prepaid expenses and other current assets are net
of $150,000 of other receivable which is a holdback
on the cash payment for the sale of CLIQ.
(e) - To eliminate certain liabilities assumed by 24/7
Media, Inc. as part of the Transaction.
(f) - To record the gain on the Transaction.
(g) - To eliminate the operations of CLIQ for the three
months ended March 31, 1998.
(h) - To eliminate the operations of CLIQ for the year
ended December 31, 1997.
8
