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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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K2 INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 95-2077125
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4900 SOUTH EASTERN AVENUE
LOS ANGELES, CALIFORNIA 90040
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form
relates: 1-4290
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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SERIES A PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
PACIFIC STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NONE NOT APPLICABLE
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The undersigned registrant hereby amends the following items, exhibits or
other portions of its Registration Statement on Form 8-A filed on August 21,
1989, Commission File No. 1-4290, with respect to its Preferred Stock Purchase
Rights, as set forth in the pages attached hereto:
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On August 10, 1989, the Board of Directors of K2 Inc. (formerly known as
Anthony Industries, Inc.) (the "Company") declared a dividend distribution of
one Right for each outstanding share of Common Stock, par value $1.00 per share,
of the Company (the "Common Shares") to shareholders of record on September 6,
1989 (the "Record Date"), and authorized the issuance of one stock purchase
right (a "Right") with respect to each Common Share that shall become
outstanding between the Record Date and the Distribution Date, as hereafter
defined, or the earlier redemption, exchange or expiration of the Rights. Each
Right entitles the registered holder to purchase from the Company one one-
hundredth of a share of Series A Preferred Stock, par value $1.00 per share, of
the Company (the "Preferred Shares"), at an initial price of $66.00 for each one
one-hundredth of a share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement ("Rights
Agreement") between the Company and Harris Trust Company of New York, as Rights
Agent. The terms of the Preferred Shares are set forth in a Certificate of
Designation, the form of which is set forth as Exhibit A to the Rights
Agreement.
On December 18, 1997, the Board of Directors of the Company approved the
first amendment to the Rights. The following is a brief description of the
Rights, as amended. It is intended to provide a general description only and is
subject to the detailed terms and conditions of the Rights Agreement, as
amended.
Initially, the Rights will be attached to all Common Share certificates
representing Common Shares then outstanding, and no separate Right certificates
will be distributed. Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
has acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding Common Shares (an "Acquiring Person"), or (ii) 10
business days (or such later day as may be determined by action of the Board of
Directors prior to such time as any person or group becomes an Acquiring Person)
following the commencement of a tender offer or exchange offer if, upon
consummation thereof, any person or group would be the beneficial owner of 15%
or more of such outstanding Common Shares (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced by such
certificates outstanding as of the Record Date, with a copy of the Summary of
Rights in substantially the form attached as Exhibit C to the Rights Agreement.
The date of announcement of the existence of an Acquiring Person referred to in
clause (i) above is hereinafter referred to as the "Share Acquisition Date."
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Share certificates. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Share certificates issued after the Record Date upon the transfer or
new issuance of Common Shares will contain a
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notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
the surrender for transfer of any certificates for Common Shares outstanding as
of the Record Date (with or without, as to certificates for Common Shares
outstanding as of the Record Date, a copy of this Summary of Rights attached
thereto) will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights (the "Right
Certificates") will be mailed to holders of record of the Common Shares on the
Distribution Date and, thereafter, such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on September 5, 1999, unless earlier redeemed or
exchanged by the Company as described below.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, the Rights Agreement provides that proper
provisions shall be made so that each holder of a Right, except as provided
below, shall thereafter have the right to receive, upon exercise, Common Shares
(or, in the Company's option, Common Stock Equivalents, as such term is defined
in the Rights Agreement) having a value equal to two times the exercise price of
the Right. Upon the occurrence of the event described in the first sentence of
this paragraph, any Rights beneficially owned by (i) an Acquiring Person or an
Associate or Affiliate (as such terms are defined in the Rights Agreement) of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(a) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (b) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement, or understanding
which has as a primary purpose or effect the avoidance of the Rights Agreement,
shall become null and void without any further action and no holder of such
Rights shall have any rights whatsoever with respect to such Rights, whether
under any provision of the Rights Agreement or otherwise.
The Rights Agreement provides that if, following the earlier of the
Distribution Date and the Share Acquisition Date, (i) the Company engages in a
merger or other business combination transaction in which the Company is not the
surviving corporation, (ii) the Company engages in a merger or other business
combination transaction with any other person in which the Company is the
surviving corporation, but in which the Common Shares are changed or exchanged,
or (iii) more than 50% of the Company's assets or earning power is sold or
transferred, proper provisions shall be made so that each holder of a Right
(except Rights which previously have been voided as described above) shall
thereafter have the right to receive, upon exercise thereof at the then current
exercise price of the Right, common stock of the acquiring company having a
value equal to two times the exercise price of the Right.
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The Purchase Price payable, and the number of Preferred Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Shares, (ii) upon
the grant to holders of the Preferred Shares of certain rights, options or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness,
stock (other than a dividend payable in Preferred Shares), assets or cash
(excluding a regular cash dividend) or of subscription rights, options or
warrants (other than those referred to above).
The number of outstanding Rights and the number of Preferred Shares
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued (other than fractions
which are integral multiples of one one-hundredth of a Preferred Share, which
may, at the election of the Company, be evidenced by depository receipts) and,
in lieu thereof, an adjustment in cash will be made based on the market price
of the Preferred Shares on the last trading date prior to the date of exercise.
The Board of Directors of the Company may redeem the Rights in whole, but
not in part, at any time prior to the Share Acquisition Date at a price of $.01
per Right (the "Redemption Price"). Before the redemption period expires, it
may be extended by the Board. On the effective date of such redemption selected
by the Board of Directors, or, if no such effective date is selected,
immediately upon the action of the Board of Directors of the Company ordering
the redemption of the Rights, the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
At any time after the time that any person or group of affiliated or
associated persons becomes an Acquiring Person, the Board of Directors of the
Company may exchange the Rights (except Rights which previously have been voided
as described above), in whole, but not in part, at an exchange ratio of one
Common Share (or one Common Stock Equivalent) per Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The terms of the Rights may be amended by the Company and the Rights Agent,
provided that following the earlier of the Share Acquisition Date and the
Distribution Date the amendment does not adversely affect the interests of
holders of Rights (other than an Acquiring Person) and provided that no
amendment shall be made which decreases the Redemption Price.
As of August 10, 1989 there were (i) 8,095,428 Common Shares issued and
outstanding and (ii) 11,337,649 Common Shares reserved for issuance.
Shareholders of record on
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September 6, 1989 received one Right for each Common Share held. The Company
will issue one Right with each new Common Share until the Distribution Date or
the earlier redemption, exchange or expiration of the Rights. The Company's
Board of Directors has reserved 20,000 Preferred Shares for issuance upon
exercise of the Rights.
The Rights have certain antitakeover effects. The Rights would cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by its Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors at a time when the Rights are redeemable.
The Rights Agreement, specifying the terms of the Rights (which includes as
Exhibit B the form of Right Certificate), was filed as an exhibit to the
Registration Statement on Form 8-A filed on August 21, 1989, Commission File No.
1-4290, and is incorporated herein by reference. Amendment No. 1 to the Rights
Agreement is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibits.
ITEM 2. EXHIBITS.
The Exhibit Index appears on page 6.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: January 20, 1998 K2 INC.
By: /s/ John J. Rangel
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John J. Rangel
Senior Vice President - Finance
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1 Rights Agreement dated as of August 6, 1989 between K2 Inc.
(formerly known as Anthony Industries, Inc.) and Harris Trust
Company of New York, as Rights Agent, which includes the Form of
the Certificate of Designation of the Series A Preferred Stock as
Exhibit A and the form of Right Certificate as Exhibit B
(previously filed as Exhibit 1 to the Registration Statement on
Form 8-A filed on August 21, 1989, Commission File No. 1-4290,
and incorporated herein by this reference) (the "Rights
Agreement").
2 Amendment No. 1 to the Rights Agreement dated as of December 18,
1997 between K2 Inc. (formerly known as Anthony Industries, Inc.)
and Harris Trust Company of New York, as Rights Agent.
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EXHIBIT 2
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AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to the Rights Agreement dated
as of August 10, 1989 between K2 Inc., a Delaware corporation (formerly known as
Anthony Industries, Inc.) (the "Company"), and Harris Trust Company of New York,
as Rights Agent (the "Rights Agent"), is made as of the 18th day of December,
1997, by and between the Company and the Rights Agent.
R E C I T A L S:
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A. The Company and the Rights Agent have entered into that certain
Rights Agreement dated as of August 10, 1989 (the "Rights Agreement").
B. The Company and the Rights Agent desire to amend the Rights
Agreement as provided below and to ratify and affirm the Rights Agreement in all
other respects.
A G R E E M E N T :
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NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties hereto covenant and agree as follows:
1. Amendment to Rights Agreement. With effect from the date of this
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Agreement, the Rights shall be amended in the following respects:
(a) Section 1(a) of the Rights Agreement is deleted in its entirety
and the following is substituted therefor:
"(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 15% or more
of the Common Shares then outstanding. Notwithstanding the foregoing, no
Person shall become an "Acquiring Person" solely as the result of an
acquisition of Common Shares by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the Common Shares then
outstanding; provided, however, that if a Person becomes the Beneficial
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owner of 15% or more of the Common Shares then outstanding by reason of
share acquisition by the Company and shall, after such share acquisitions,
become (as a result of actions taken by such Person or its Affiliates or
Associates) the Beneficial Owner of additional Common Shares equal to 1% or
more of the then outstanding shares of Common Stock, then such Person shall
be deemed to be an "Acquiring Person." In addition, "Acquiring Person"
shall not include the Company, any subsidiary (as such term is hereinafter
defined) of the Company, or any employee benefit plan of the Company or
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of any Subsidiary of the Company or any entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan."
(b) Section 3(a) of the Rights Agreement is deleted in its entirety
and the following is substituted therefor:
"(a) Until the earlier of (i) the close of business on the tenth
day after the Share Acquisition Date or (ii) the close of business on the
tenth business day (or such later day as may be determined by action of the
Board of Directors prior to such time as any Person becomes an Acquiring
Person) after the date that a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any employee benefit plan
of the Company or of any Subsidiary of the Company or any entity organized,
appointed or established by the Company for or pursuant to the terms of any
such plan) is first published, sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if,
upon consummation thereof, such Person would be the Beneficial Owner of 15%
or more of the Common Shares then outstanding (the earlier of such dates,
including any such date which is after the date of this Agreement and prior
to the issuance of the Rights, being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for
Common Shares registered in the names of the holders thereof (which
certificates shall also be deemed to be certificates for Rights) and not by
separate certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying Common Shares. As soon as
practicable after the Distribution Date, the Rights Agent will send, by
first-class, insured, postage prepaid mail, to each record holder of Common
Shares as of the close of business on the Distribution Date, at the address
of such holder shown on the records of the Company, one or more Right
certificates, in substantially the form of Exhibit B hereto (the "Right
Certificates"), evidencing one Right for each Common Share so held, subject
to adjustment as provided herein. As of the Distribution Date, the Rights
will be evidenced solely by such Right Certificates."
(c) Section 7(b) of the Rights Agreement is deleted in its entirety
and the following is substituted therefor:
"(b) The Purchase Price for each one one-hundredth of a
Preferred Share pursuant to the exercise of a Right shall initially be
$66.00, shall be subject to adjustment from time to time as provided in
Sections 11 and 13 hereof, and shall be payable in lawful money of the
United States of America in accordance with paragraph (c) below."
2. Ratification and Affirmance. Subject to the foregoing, the
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undersigned hereby ratify and affirm the Rights Agreement in each and every
respect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
THE COMPANY:
K2 INC.
By:______________________________________
John J. Rangel
Senior Vice President - Finance
THE RIGHTS AGENT:
HARRIS TRUST COMPANY OF NEW YORK
By:______________________________________
Name:____________________________________
Title:___________________________________
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