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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
K2 Design, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
482731 10 6
(CUSIP Number)
Robert W. Burke
14 Vom Eigen Drive
Morristown, NJ 07960
Tel: (973) 644-0065
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 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)
* 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 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 148,316
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 148,316
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,316
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
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) Attorney.
(d) No
(e) No
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
As previously reported, the four founders 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 has exercised three of the four options pursuant to a
cashless feature. Mr. Burke anticipates exercising the fourth option
pursuant to a cashless feature or with his own personal funds.
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: 148,316
Percentage: Approximately 4.2%
(b) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote: 148,316
(iii) Sole power to dispose or to direct the disposition: 148,316
(iv) Shared power to dispose or to direct the disposition: 0
(c) During February 1999, Mr. Burke sold 11,000 shares of Common Stock
in brokers transactions.
On June 12, 1999, Mr. Burke exercised the option granted to him by Matthew
de Ganon, pursuant to a cashless feature. As a result, Mr. Burke
surrendered 44,768 shares under such option as payment of the exercise
price for 23,982 shares.
On September 26, 1999, Mr. Burke exercised the options granted to him by
David Centner and Bradley Szollose pursuant to a cashless feature. As a
result, Mr. Burke surrendered 81,916 shares under such options as
payment of the exercise price for 55,584 shares.
The option granted by Mr. Cleek remains in full force and effect.
(d) Not applicable
(e) On September 26, 1999, Mr. Burke ceased to be the beneficial owner
of more than 5% of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
With respect to shares underlying an option granted to the reporting
person by Douglas E. Cleek to purchase 68,750 shares of the common stock
of the Issuer held by him, and the 79,566 shares acquired pursuant to the
exercise of other options as disclosed herein, the reporting person has
granted Matthew G. de Ganon a proxy to vote such shares.
Item 7. Material to Be Filed as Exhibits
Not Applicable
Page 4 of 5 Pages
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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.
September 29, 1999 /s/ Robert W. Burke
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Date Signature
Robert W. Burke
Page 5 of 5 Pages
