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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
K2 Design, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
482731 10 6
(CUSIP Number)
Neil Belloff
Proskauer Rose LLP, 1585 Broadway, New York, NY 10036-8299
Tel: (212) 969-3208
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 26, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box |_|
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1 (a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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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).
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SCHEDULE 13D
CUSIP No. 482731 10 6 Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
Robert Burke
2 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 11,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 275,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 286,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 5 Pages
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Item 1. Security and Issuer
(a) Security: Common stock, par value $0.01 per share
(b) Issuer: K2 Design, Inc.
30 Broad Street, 16th Floor
New York, NY 10004
Item 2. Identity and Background
(a) Robert Burke
(b) 14 Vom Eigen Drive
Convent Station, New Jersey 07960
(c) None as of filing date.
(d) No
(e) No
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
Options to purchase an aggregate of 100,000 shares of the common
stock of the Issuer that were granted on December 16, 1997 were
terminated pursuant to an Employment Termination Agreement entered
into on February 26, 1999 between the Issuer and Mr. Burke. Also, on
February 17, 1999, Mr. Burke, pursuant to a cashless feature,
exercised options to purchase 25,000 shares at an exercise price of
$1.75 per share and received a total of 11,000 shares of Common
stock. Additionally, as previously reported, four officers and
directors of the Issuer on December 16, 1997 granted to Mr. Burke a
ten-year option to purchase 68,750 shares of the common stock of each
such persons for an exercise price of $1.75 per share. Mr. Burke
anticipates using his own personal funds for any such purchases,
however, such options may also be exercised pursuant to a cashless
feature. The shares of Common Stock which are the subject of such
options, are also subject to a proxy which vests voting control of
such shares with Matthew de Ganon, the Chairman of the Board of the
Issuer.
Item 4. Purpose of Transaction
The reporting person acquired the securities referred to herein for
investment purposes.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Not applicable
Page 3 of 5 Pages
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(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
(i) Not applicable
(j) Not applicable
Item 5. Interest in Securities of the Issuer
(a) Aggregate number: 286,000
Percentage: Approximately 7.7%
(b) (i) Sole power to vote or direct the vote: 11,000
(ii) Shared power to vote or to direct the vote: 275,000
(iii) Sole power to dispose or to direct the disposition: 286,000
(iv) Shared power to dispose or to direct the disposition: 0
(c) Options to purchase an aggregate of 100,000 shares of the
common stock of the Issuer that were granted on December 16,
1997 were terminated pursuant to an Employment Termination
Agreement entered into on February 26, 1999 between the
Issuer and Mr. Burke. Also, on February 17, 1999, Mr. Burke,
pursuant to a cashless feature, exercised options to
purchase 25,000 shares at an exercise price of $1.75 per
share and received a total of 11,000 shares of Common Stock.
Additionally, as previously reported, four officers and
directors of the Issuer on December 16, 1997 granted to Mr.
Burke a ten-year option to purchase 68,750 shares of the
common stock of each such persons for an exercise price of
$1.75 per share. Mr. Burke anticipates using his own
personal funds for any such purchases, however, such options
may also be exercised pursuant to a cashless feature. The
shares of Common Stock which are the subject of such
options are also subject to a proxy which vests voting
control of such shares with Matthew de Ganon, the Chairman
of the Board of the Issuer.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
With respect to options granted to the reporting person by Matthew G.
de Ganon, David J. Centner, Douglas E. Cleek and Bradley K. Szollose
to purchase 68,750 shares of the common stock of the Issuer held by
each of such persons, the reporting person has granted Matthew G. de
Ganon a proxy to vote any shares exercised by the reporting person
pursuant to the options granted on December
Page 4 of 5 Pages
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16, 1997 so long as the Voting Agreement dated as of July 26, 1996 by
and among Matthew G. de Ganon, David J. Centner, Douglas E. Cleek and
Bradley K. Szollose remains in full force and effect.
Item 7. Material to Be Filed as Exhibits
Not Applicable
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
March 5, 1999 /s/ Robert W. Burke
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Date Signature
Robert W. Burke
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Name/Title
Page 5 of 5 Pages
