<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): January 31, 2000
MORROW SNOWBOARDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 0-27002 93-1011046
(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
2600 PRINGLE ROAD, S.E.
SALEM, OR 97302
(Address of principal executive offices)
(503) 375-9300
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 31, 2000, the Company filed a Current Report on Form 8-K disclosing
its acquisition of International DisplayWorks, Inc., a Delaware corporation
("IDW"), which is now a wholly owned subsidiary of the Company, and the
Company's loan to IDW to finance the acquisition of MULCD Microelectronics
Company Ltd. and IDW Shenzhen Technology Development Company Ltd., two companies
organized under PRC law (collectively, the "PRC Companies").
Under Item 7 of Form 8-K, the Company is required to file audited financial
statements for the PRC Companies with the Commission not later than 60 days
after the date the initial Report on Form 8-K was due; in this case, by April
17, 2000. The Company now anticipates the audited financial statements will be
filed no later than May 15, 2000.
The delay in completing the audit reflects the auditors' need to undertake
additional sampling to verify the accuracy of the existing accounting records
and books due to the differences in accounting and record-keeping systems for
each of the fiscal years being audited, the need to verify price changes
(adjustments) between delivery receipts and final invoices, the need to match
delivery of supplies to invoices (often more than one delivery is reflected in a
vendor invoice), the status of the PRC Companies' records under judicial
administration, including a number of records being kept at the former parent's
or other offices, among other factors, and lack of original invoices on site in
many cases.
Further the Company has been advised by the auditors for the PRC Companies that
the financial statements for the PRC Companies when issued will contain a going
concern qualification. The going concern qualification relates to the facts that
the auditors are (i) unable to verify with the PRC Companies' former parent and
its affiliates (collectively "Former Parent") receivables on the books of the
PRC Companies due from the Former Parent in the approximate amount of $39.3
million or accounts payable to the Former Parent in the amount of approximately
$21.5 million and (ii) due to the existing judicial management procedure in
Singapore affecting the Former Parent, the ability of the Former Parent to pay
such receivables or the ability of the PRC Companies to offset such receivables
against the accounts payable owing to the Former Parent. While the judicial
managers for the Former Parent have indicated they will enter into a "novation
agreement" that would allow the offset of the receivables against the accounts
payable, such novation agreement cannot be entered until certain further action
is taken in the judicial proceeding and, there is no assurance, that such
agreement will be entered or that the Former Parent will otherwise have the
resources to pay the receivables of the Former Parent held by the PRC Companies.
The Company understands that as a matter of law, the PRC Companies cannot offset
the receivables from the Former Parent against the accounts payable, absent such
novation agreement. While such receivables and accounts payable are reflected in
the PRC Companies financial statements for prior periods, except for
approximately $2.3 million of accounts payable assumed by IDW HK in acquiring
the PRC Companies, such receivables and accounts payables are neither an asset
or liability of the PRC Companies on an ongoing basis.
Page 2-FORM 8-K
<PAGE>
ITEM 5. OTHER EVENTS
The Company's Annual Report on Form 10-k was due for filing with the SEC on
March 31, 2000. The Company on April 3, 2000 filed a Form 12b-25 extending the
filing date to April 17, 2000. The Company for the reasons cited in such Form
12b-25, including the need to verify the value of the Globalgate e-Commerce,
Inc. investment, will not be able to file such report on April 17, 2000, and now
expects such report to be filed between April 19 and 21, 2000. The Company has
been advised by its auditors that their report covering the financial statements
as of and for the year ended January 1, 2000 will contain a qualification as to
going concern, based on the Company's capital, liquidity and lack of an
operating business at January 1, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Salem, State of Oregon, on March 31, 2000.
MORROW SNOWBOARDS, INC.
By: /s/ P. BLAIR MULLIN
-------------------------------
P. Blair Mullin
PRESIDENT AND CHIEF FINANCIAL OFFICER
(PRINCIPAL EXECUTIVE, FINANCIAL AND
ACCOUNTING OFFICER)
Page 3-FORM 8-K
