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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 11, 2000
K2 DIGITAL, INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 1-11873 13-3886065
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) Number)
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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)
K2 Design, Inc.
(Former Name, if changed since last report )
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Item 5. Other Events.
On December 11, 2000, K2 Digital, Inc. (the "Company") entered into a Common
Stock Purchase Agreement by and between the Company and Fusion Capital Fund II,
LLC ("Fusion Capital"), a Chicago-based institutional investor. Under the terms
of the agreement, Fusion Capital has agreed to purchase $6 million of the
Company's common stock and the Company has the option to require Fusion Capital
to enter into a second identical common stock purchase agreement for the
purchase of an additional $6 million of its common stock. Each month the Company
will have the right to sell to Fusion Capital $250,000 of its common stock at a
price based upon the market price of the Company's common stock on the date of
each sale, without any fixed discount to the market price. Funding and the
issuance of shares pursuant to the agreement is subject to the Securities and
Exchange Commission declaring effective a registration statement with respect to
the issuance and sale of the shares and to the extent required under applicable
Nasdaq regulations, to the approval by the stockholders of the Company of the
issuance of the shares, among other conditions. Fusion Capital will be
compensated by the Company through the issuance to Fusion Capital of an
aggregate of 677,647 shares of common stock, a portion of which will be issued
in the form of warrants to purchase shares of common stock at an exercise price
of $.01 per share, exercisable at any time over a five year period.
Item 7. Exhibits.
10.1 Common Stock Purchase Agreement dated as of December 11, 2000, between
the Company and Fusion Capital Fund II, LLC.
10.2 Form of Registration Rights Agreement.
99.1 Press Release dated December 12, 2000 of the Registrant.
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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.
K2 DIGITAL, INC.
Date: December 15, 2000 By: /s/ Lynn Fantom
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Lynn Fantom
President
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EXHIBIT INDEX
10.1 Common Stock Purchase Agreement dated as of December 11, 2000,
between the Company and Fusion Capital Fund II, LLC.
10.2 Form of Registration Rights Agreement.
99.1 Press Release dated December 12, 2000 of the Registrant.
