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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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RIDE, INC.
(Exact name of Registrant as specified in its charter)
WASHINGTON 91-1571027
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8160 304TH AVENUE S.E.
PRESTON, WASHINGTON 98050
(425) 222-6015
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
DAVID H. DAVIS
GENERAL COUNSEL AND SECRETARY
RIDE, INC.
8160 304TH AVENUE S.E.
PRESTON, WASHINGTON 98050
(425) 222-6015
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copy to:
KAREN A. ANDERSEN
SUMMIT LAW GROUP PLLC
1505 WESTLAKE AVENUE NORTH, SUITE 300
SEATTLE, WA 98109
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As such time or times after the effective date of this Registration
Statement as the Selling Shareholders shall determine.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 2,832,573 $1.9375 $5,488,110 $1,619
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</TABLE>
(1) Together with an indeterminate number of additional shares of Common Stock
as may become issuable upon conversion or exercise of certain convertible
preferred stock and warrants as a result of changes in the market price of the
Common Stock, future stock splits, stock dividends or similar events.
(2) Estimated solely for the purpose of computing the amount of registration
fee, based on the average of the high and low prices of the Common Stock as
reported on the Nasdaq Stock Market on January 14, 1998, in accordance with Rule
457(c) promulgated under the Securities Act of 1933.
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THE REGISTRANT HEREBY UNDERTAKES TO AMEND THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JANUARY 21, 1998
2,832,573 Shares
RIDE, INC.
Common Stock
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This prospectus relates to the public offering, which is not being
underwritten, of 2,832,573 shares of Common Stock, no par value per share, of
Ride, Inc. ( "Ride" or the "Company") which are owned by the selling
shareholders listed herein (collectively, the "Selling Shareholders"). The
2,832,573 shares of Common Stock together with such indeterminate number of
additional shares of Common Stock as may become issuable upon conversion or
exercise of certain convertible preferred stock and warrants as a result of
changes in the market price of the Common Stock, future stock splits, stock
dividends or similar events are herein referred to as the "Stock." The Stock
is being registered by the Company pursuant to certain registration rights
agreements.
The Common Stock is quoted on the Nasdaq National Market of The Nasdaq
Stock Market under the symbol "RIDE." On January 20, 1998 the last reported sale
price of the Common Stock was $2.0625 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF
COMMON STOCK OFFERED HEREBY.
The Selling Shareholders have not advised the Company of any specific
plans for the distribution of the Stock, but it is anticipated that the Stock
will be sold from time to time primarily in transactions on the Nasdaq National
Market of The Nasdaq Stock Market at the market price then prevailing, although
sales may also be made in negotiated transactions or otherwise. The Selling
Shareholders and the brokers and dealers through whom the sale of the Stock may
be made may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act"), and the
commissions or discounts and other compensation in connection with any such sale
by the brokers and dealers may be regarded as underwriters' compensation. See
"Plan of Distribution."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is January __, 1998
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No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus, and,
if given or made, such information and representation must not be relied upon as
having been authorized by the Company, the Selling Shareholders or any other
person. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any state to any
person to whom it is unlawful to make such offer in such state. Neither the
delivery of this Prospectus nor any sales made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, the exhibits and schedules forming a
part thereof and the reports, proxy statements and other information filed by
the Company with the Securities and Exchange Commission (the "Commission") in
accordance with the Exchange Act can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1204, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants who file with the Commission and certain of the Company's filings
are available at such web site: http://www.sec.gov. In addition, the Common
Stock is quoted on The Nasdaq Stock Market and such information can be inspected
at the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, Washington D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, referred to herein as
the "Registration Statement") filed by the Company under the Securities Act.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the regulations of the Commission. For further information concerning the
Company and the Stock offered hereby, reference is made to the Registration
Statement and exhibits and schedules filed therewith, which may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of which may be obtained from the Commission
at prescribed rates. Any statements contained herein concerning the provisions
of any documents are not necessarily complete, and, in each instance, reference
is made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-13042) are
incorporated by reference in this Prospectus: (a) the Company's Annual Report on
Form 10-K for the year ended December 31, 1996; (b) the Company's Quarterly
Report on Form 10-Q for the quarters ended March 30, 1997, June 30, 1997 and
September 30, 1997; (c) the Company's Current Report on Form 8-K filed January
9, 1998; (d) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on April 21, 1994 including
any amendment or report filed for the purpose of updating such description; and
(e) all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Stock.
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The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the documents that have been or may be incorporated by reference
in this Prospectus (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the documents that this Prospectus incorporates). Copies of this
Prospectus, as amended or supplemented from time to time, and any other
documents (or parts of documents) that constitute part of this Prospectus under
Section 10(a) of the Securities Act will also be provided without charge to each
such person, upon written or oral request. Requests for the foregoing materials
should be made to the Corporate Secretary, Ride, Inc., 8160 304th Avenue,
Preston, Washington 98050; the telephone number is (425) 222-6015.
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference herein
contain projections and other forward-looking statements within the meanings of
Section 27A of the Securities Act and Section 21E of the Exchange Act, which
statements involve risks and uncertainties. Actual results could differ
materially from these projections as a result of certain factors, including but
not limited to, those discussed in "Risk Factors" below.
THE COMPANY
Ride is a designer, manufacturer and marketer of contemporary sports
equipment, apparel and accessories. The principal executive offices of the
Company are located at 8160 304th Avenue, Preston, WA 98050, and its telephone
number is (425) 222-6015.
RISK FACTORS
In evaluating the Company's business, prospective investors should
carefully consider the following factors in addition to the other information
presented in this Prospectus:
COMPETITION. Both the snowboarding and wakeboarding businesses are
highly competitive and have relatively few technological or manufacturing
barriers to entry. The Company's technology is generally not proprietary. The
Company competes with a number of established manufacturers and distributors
whose brand names enjoy recognition that exceeds that of the Company's brand
names. In all its product categories, the Company competes with numerous
manufacturers and distributors that have significantly greater financial,
distribution, advertising and marketing resources than the Company. There can be
no assurance that the Company will continue to compete successfully in the
future. Moreover, the current industry oversupply position, future events
affecting the Company or its competitors, consumer buying patterns, the
introduction of new products by the Company or its competitors, weather patterns
that may affect the demand for the Company's products, product supply
fluctuations in the Company's markets, regulations affecting the Company's
products, the financial condition of the Company's suppliers and the entry of
additional competitors in the Company's markets, among other factors, could
result in insufficient or excess inventory levels, missed market opportunities
or higher markdowns, any of which could have a material adverse effect on the
Company's financial condition and results of operations.
INDUSTRY-WIDE OVERSUPPLY OF SNOWBOARD PRODUCTS; EXCESS INVENTORY. The
Company's net sales for 1997 have been substantially and negatively impacted by
soft market conditions throughout the industry due to an oversupply of snowboard
products. The oversupply of product in the market place has made it more
difficult for the Company to sell new product has put pressure on the Company to
lower prices especially on lower-end products and has made it possible for
retailers to receive more favorable ordering terms. The current industry
oversupply of snowboard products may be a sign of a permanent demand shift. In
addition, the Company believes that there is potential for oversupply in the
wakeboard industry, which could cause issues for the Company similar to those
that it has experienced in the
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snowboard area. During 1997, the Company sold a significant amount of 1996
close-out products at reduced prices primarily through its normal distribution
channels. In addition, the Company continues to carry quantities of this older
product on its books with appropriate obsolescence reserves. The sale of this
excess product could negatively effect the Company's ability to sell new product
into these same distribution channels which could have a material adverse impact
on the Company's future operating results and financial position.
LIQUIDITY; DEPENDENCE ON LINE OF CREDIT. The Company operates a seasonal
business and generates the majority of its sales in the third and fourth
quarters. In order to manufacture product during the remainder of the year, the
Company has a revolving line of credit arrangement with a bank to finance import
letters of credit and working capital needs. At December 31, 1997, the maximum
amount available under the line was $5.5 million and the Company had
approximately $800,000 in outstanding import letters of credit and direct
advances of approximately $2.0 million drawn against the line. The line of
credit expires June 30, 1998 and contains certain operating covenants, including
financial ratios and working capital restrictions. There can be no assurance
that the Company will be able to renew its line of credit on favorable terms or
at all. To the extent that the Company is unable to renew its line of credit in
June 1998, the Company will seek other sources of working capital financing
including, but not limited to, other bank lines of credit, asset-based
borrowing, long-term debt or additional equity. There can be no assurance that
such alternative sources of working capital will be available on favorable terms
or at all. The Company's inability to successfully renew or replace its line of
credit would have a material adverse impact on the Company's financial condition
and could result in a substantial reduction in the scope of the Company's
business.
ISSUANCE OF PREFERRED STOCK; DILUTION. The Company's Restated Articles
of Incorporation authorize the issuance of 10,000,000 shares of "blank check"
preferred stock with such designations, rights and preferences as may be
determined from time to time by the Board of Directors. In December 1997, the
Company issued 3,000 shares of Series B 5% Cumulative Convertible Preferred
Stock (the "Series B Preferred Stock") to a single institutional investor.
Portions of the Series B Preferred Stock may by converted into the Company's
Common Stock beginning in March 1998. All of the Series B Preferred Stock
converts automatically in December 2000. Subject to certain adjustments, the
Series B Preferred Stock converts to Common Stock at the lesser of $2.68 per
share or 90% of the market price (as defined) of the Common Stock at the time of
the conversion. As of January 12, 1998, approximately 1,878,000 shares of Common
Stock would have been issuable upon conversion of all of the Series B Preferred
Stock. In addition, the Board of Directors may, without shareholder approval,
issue additional preferred stock with dividend, liquidation, conversion, voting
or other rights that could adversely affect the voting power and other rights of
the holders of the Common Stock. In the event of additional issuances, the
preferred stock could be utilized, under certain conditions, as a method of
delaying, deterring or preventing a change in control of the Company. Although
the Company has no current plans to issue any additional shares of preferred
stock, there can be no assurance that it will not do so in the future.
LEGAL PROCEEDINGS. In March 1997, a shareholder filed a lawsuit against
the Company and four of its current or former officers and directors, styled
Murray v. Ride, Inc. et al. The lawsuit alleges violations of certain federal
securities laws and state laws, and purports to seek damages on behalf of a
class of shareholders who purchased the Company's common stock during the period
of August 10, 1995 through December 30, 1996. The Company intends to defend
itself vigorously, however, there can be no assurance the Company will be
successful in its defense against the action. An award of damages against the
Company in excess of applicable insurance, if any, the expenditure of
significant sums in the defense thereof or diversion of management's attention
from other business concerns, could each have a material adverse effect on the
Company's financial condition and results of operations. The Company is also
engaged in legal proceedings against Switch Manufacturing, Inc. alleging patent
infringement. While the Company intends to vigorously prosecute the lawsuit,
there can be no assurance that the Company will
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prevail in the action. The expenditure of significant sums in the prosecution of
the action could have a material adverse effect on the Company's financial
condition and results of operations.
INDUSTRY AND PRODUCT CONCENTRATION. The Company's current product
offerings consist predominantly of snowboards and related products. As a result
of this concentration, the Company's future success will depend in large part on
the continued growth of the snowboard market. Snowboarding is a relatively new
sport, and there can be no assurance that the sport will continue to grow at the
rate experienced in recent years, or that its popularity will not decline.
Moreover, the market for snowboards is characterized largely by image-conscious,
brand-driven younger consumers, and the Company's future success depends on its
ability to regularly update its products and maintain its progressive,
cutting-edge image, particularly with respect to its flagship "Ride" brand. Any
failure by the Company to accurately predict and target future trends or to
maintain its progressive image could have a material adverse effect on its
results of operations.
The Company believes that controlling its channels of distribution is
critical to maintaining the premium image of its brands. While the Company can
control the initial wholesale distribution of its products, it has limited
ability to monitor or control the resale of its products through alternative
channels. Failure to adequately control distribution of its products could have
an adverse effect on its brand image and sales which in turn could have a
material impact on the Company's financial position and results of operations.
In addition, supply and demand imbalances in the snowboard industry could also
have a material adverse effect on the Company's growth prospects, financial
condition and results of operations. The Company believes that its future
success will depend, among other things, on its ability to introduce innovative,
well-received products, and there can be no assurance of its ability to do so.
In addition, a major innovation by one or more of the Company's competitors
could have a negative effect on the sales of one or more of the Company's
product lines or brands.
ACQUISITION-RELATED RISKS; ABILITY TO MANAGE CHANGE. During 1997 the
Company completed three acquisitions. In June, the Company acquired all of the
assets and substantially all of the liabilities of Device Mfg Co., a
manufacturer of step-in snowboard bindings. In July, the Company purchased the
assets of Galena Creek Trading Company, Inc. (dba Smiley Hats), a manufacturer
of winter head and neckwear. In December, the Company purchased the stock of US2
Sports Group, Inc., a manufacturer of wakeboards and related products.
Acquisitions involve numerous risks, including difficulties in the assimilation
of the operations, technologies and products of the acquired companies, the
diversion of management's attention from other business concerns, risks
associated with entering markets or conducting operations with which the Company
has no or limited direct prior experience, and the potential loss of key
employees of the acquired company. Moreover, there can be no assurance that the
anticipated benefits of an acquisition will be realized. Acquisitions also place
considerable demands on existing financial and management control systems.
Acquired operations entail transition of key systems, establishment of new
systems and often require improvement, upgrade or replacement of existing
financial and management control systems. Failure to adequately absorb acquired
operations into the Company's systems or difficulties encountered during such
improvements and upgrades could adversely affect the Company's financial
condition and results of operations. The Company may, when and if the
opportunity arises, acquire other businesses. Future acquisitions by the Company
could result in potentially dilutive issuances of equity securities, the
incurrence of debt and contingent liabilities and amortization expense related
to goodwill and other tangible assets, all of which could materially adversely
affect the Company's financial condition and results of operations.
DEPENDENCE ON OUTSIDE MANUFACTURERS. Many of the Company's products are
manufactured by outside suppliers. All of the Company's snowboard bindings and
snowboard boots as well as the majority of its apparel are manufactured to the
Company's specifications by independent contractors. The Company generally does
not have contracts with its manufacturing sources and competes with other
companies for the production capacity of certain manufacturers. Although the
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Company believes that it has established close relationships with its principal
manufacturing sources, its future success may depend on its ability to maintain
such relationships. If the Company's relationship with any of its binding, boot,
apparel or other product manufacturers were interrupted, the Company could find
it difficult to locate another source with sufficient production capacity to
meet the Company's short-term needs, and the Company could miss the retailing
season for that product. Since the establishment of new manufacturing
relationships involves numerous uncertainties, including those relating to
payment terms, costs of manufacturing, adequacy of manufacturing capacity,
quality control and timeliness of delivery, the Company is unable to predict
whether such relationships would be on terms that the Company regards as
satisfactory. The Company would likely experience increased costs, as well as a
substantial disruption and a potential loss of sales, should an unexpected
change in binding, boot, apparel or other product suppliers become necessary. In
addition, from time to time manufacturers in the snowboard industry have
experienced shortages and, in some cases, price increases in certain raw
materials, and such shortages or price increases may recur. At times, the
Company has also experienced delays in the receipt of products from its
suppliers as a result of shortages in raw materials, including fiberglass and
P-Tex. Although the Company believes that it is well-positioned to minimize the
impact of raw material shortages and delays in supplier shipments, such
shortages and delays could have a material adverse affect on the Company's
business, financial condition and results of operations.
RISKS OF INTERNATIONAL BUSINESS. The Company's business is subject to
the risks generally associated with doing business internationally, such as
fluctuations in exchange rates, foreign governmental regulation, product
distribution patterns and changes in economic conditions. These factors, among
others, could influence the Company's ability to sell its products in
international markets, as well as its ability to procure products or components.
The Company purchases many of its products and components from sources outside
of the United States, with purchase prices often denominated in foreign
currencies. Although the Company enters into certain currency-hedging
arrangements, unanticipated changes in the value of the U.S. dollar relative to
that of certain foreign currencies could have a material adverse effect on the
Company's results of operations. In addition, the Company's business is subject
to the risks associated with the imposition of legislation and regulation
relating to imports, including quotas, duties or taxes and other charges,
restrictions or retaliatory actions on imports to the United States and other
countries in which the Company's products are sold or manufactured. The Company
cannot predict whether the foregoing legislation and regulation will be imposed
by the United States or other countries, nor can it predict what effect such
imposition would have on its business or results of operations.
SEASONALITY; FLUCTUATIONS IN QUARTERLY OPERATING RESULTS. Because
snowboarding is traditionally a winter sport and the Company's sales are
concentrated in the northern hemisphere, sales of the Company's products
predominantly occur in the third and fourth quarters. Although the Company
believes that its recent entry into the wakeboard industry should reduce overall
seasonality, the Company expects that for the foreseeable future the majority of
net sales will continue to be generated in the third and fourth quarters. Since
much of the Company's operating expenses are fixed in nature and are budgeted
based on higher third and fourth quarter net sales, a decline in net sales
relative to internal expectations would have a significant adverse effect on
results of operations. Because relatively lower net sales are realized in the
first and second quarters of each year, the Company expects to incur operating
losses in such quarters for the foreseeable future. Apart from seasonal factors,
demand for the Company's products fluctuates in response to consumer buying
patterns, weather conditions, discretionary spending habits, general economic
conditions in the United States and abroad, product supply fluctuations in the
United States and abroad and other factors. In addition to seasonal
fluctuations, the Company's operating results fluctuate from quarter to quarter
as a result of the timing of order shipments, new product introductions and new
retailer openings. Furthermore, the Company's gross margins will fluctuate with
product mix, the timing of product price adjustments, the mix of international
and domestic sales and in-house production cost fluctuations. The Company's
operating results for any interim period may not be indicative of the results
for the entire year.
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RISKS ASSOCIATED WITH THE APPAREL BUSINESS. Fashion trends are volatile,
and there can be no assurance that the Company will accurately anticipate shifts
in fashion trends and adjust its merchandise mix to appeal to changing consumer
tastes in a timely manner. If the Company is unsuccessful in responding to
changes in fashion trends or market demand, the Company could experience
insufficient or excess inventory levels, missed market opportunities or higher
markdowns, any of which would have a material adverse effect on the Company's
financial condition and results of operations.
MANUFACTURING. As a manufacturer of certain of the Company's products,
the Company continually faces risks regarding the availability and cost of raw
materials and labor, the potential need for additional capital equipment,
increased manufacturing costs, potential organized labor issues, plant and
equipment obsolescence, worker's safety and compensation issues and quality
control. A disruption in the Company's production or distribution could have a
material adverse effect on the Company's results of operations. Like certain of
its suppliers, the Company has experienced delays in the receipt of raw
materials used in the manufacturing process.
DEPENDENCE ON THIRD-PARTY SELLING EFFORTS. The Company primarily relies
on third parties to sell, and in some cases to distribute, its products to
retailers. In the United States and Canada, the Company generally uses
independent sales representatives who work under contract. Generally, such
contracts may be terminated by either party upon 30 days' notice. The Company
uses distributors under long-term contractual arrangements in certain
international markets. Loss of services, poor performance or difficulties
encountered with any of the Company's independent sales representatives or
distributors could each have a material adverse effect on the Company's results
of operations.
DEPENDENCE ON KEY INDIVIDUALS. The Company's future success will be
highly dependent on the services of its management team. The loss of the
services of any of the Company's officers could have a material adverse effect
on the Company's business. Further, the Company believes that the market for key
personnel in its industry is highly competitive. There can be no assurance that
the Company will be able to attract and retain key personnel with the skills and
expertise necessary to manage the Company's business, both in the United States
and abroad.
PRODUCT LIABILITY. The Company's products are often used in relatively
high-risk recreational settings. Consequently, the Company is exposed to the
risk of product liability claims in the event that users of the Company's
products are injured in connection with such use. In many cases, users of the
Company's products may engage in imprudent or even reckless behavior while using
such products, thereby increasing the risk of injury. The Company maintains
product liability, general liability and excess liability insurance coverage.
There can be no assurance that such coverages will continue to be available on
acceptable terms, or will be available in sufficient amounts to cover one or
more large claims, or that the insurer will not disclaim coverage as to any
claim. The successful assertion of one or more large claims against the Company
that exceed available insurance coverage or changes in the Company's insurance
policies, including premium increases or the imposition of large deductible or
co-insurance requirements, could have a material adverse effect on the Company's
financial condition and results of operations.
LIMITED PROTECTION OF TECHNOLOGY. Most of the Company's products are not
based on proprietary technology. As a result, there are relatively few
technological or other barriers to entry, and the Company's products may be
replicated by competitors. There can be no assurance that current or future
competitors will not offer products substantially identical to the Company's
products, or competing products to customers at lower prices. The Company has
filed for trademark and patent registration in the United States and certain
foreign countries for certain of its trademarks and product designs and/or
functions. There can be no assurance that trademark or patent protection, as the
case may be, will be granted in any or all of the countries in which
applications are currently pending, or granted on the
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breadth of the current description of goods or designs. The Company has
substantial international sales; the laws of foreign countries treat the
protection of proprietary rights and intellectual property differently from, and
may not protect the Company's proprietary or intellectual property rights to the
same extent as do, the laws in the United States.
VOLATILITY OF STOCK PRICE. The market price of the Common Stock has
fluctuated substantially in the past. There can be no assurance that the market
price of the Common Stock will not significantly fluctuate from its current
level. Future announcements concerning the Company or its competitors, quarterly
variations in operating results, the introduction of new products or changes in
product pricing policies by the Company or its competitors, weather patterns
that may be perceived to affect the demand for the Company's products, changes
in earnings estimates by analysts, changes in accounting policies, future
inventory supply situations and events in current or future legal proceedings,
among other factors, could cause the market price of the Common Stock to
fluctuate substantially. In addition, stock markets have experienced extreme
price and volume volatility in recent years. This volatility has had a
substantial effect on the market prices of securities of many smaller public
companies for reasons frequently unrelated to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of the Company's Common Stock.
POTENTIAL ADVERSE EFFECT OF ENVIRONMENTAL REGULATIONS. The Company is
subject to federal, state and local governmental regulations relating to the
storage, use, discharge and disposal of toxic, volatile or otherwise hazardous
chemicals used in its manufacturing process. There can be no assurance that
changes in environmental regulations or in the kinds of raw materials used by
the Company will not impose the need for additional capital equipment or other
requirements. Any failure by the Company to control the use of, or adequately
restrict the discharge of, hazardous substances under present or future
regulations could subject the Company to substantial liability or could cause
its manufacturing operations to be suspended. Such liability or suspension of
manufacturing operations could have a material adverse effect on the Company's
results of operations.
8
<PAGE> 10
THE SELLING SHAREHOLDERS
The 2,832,573 shares of Stock described in this Prospectus are owned by
the Selling Shareholders listed below. Except as set forth below, none of the
Selling Shareholders has had a material relationship with the Company within the
past three years other than as a shareholder or employee of the Company. Because
the Selling Shareholders may offer some or all of the Stock beneficially held by
them pursuant to this Prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any Stock, no
estimate can be given as to the amount of Stock that will be held by such
Selling Shareholders after completion of this Offering.
<TABLE>
<CAPTION>
As of January 20, 1998
----------------------------------------
Beneficial Ownership Number of Shares
Prior to Offering Percent of Registered for Sale
Name of Selling Shareholder (Number of Shares) Outstanding Shares Hereby
- --------------------------- -------------------- ------------------ -------------------
<S> <C> <C> <C>
Advantage Fund II Ltd. (1) 2,077,934 14.4% 2,161,718
Robert E. Hall (2) 311,865 2.5 287,000
Rick Alden 10,420 * 10,420
David Alden 24 * 24
Mark Beran 1,451 * 1,451
Audrey W. Berne 2,152 * 2,152
Richard J. Berne 2,152 * 2,152
Charlie Biederman 4,303 * 4,303
Chris Cares 3,330 * 3,330
Brett Conrad 86,743 * 86,743
Joel Daly 4,919 * 4,919
Barney M. Feinblum 2,869 * 2,869
Joshua A. Feinblum 2,295 * 2,295
Daniel R. Feinblum 2,295 * 2,295
Dolliver Frederick 33,000 * 33,000
John Friedman 2,152 * 2,152
James Gardner 2,152 * 2,152
Lew Goldberg & Laura Stein 1,640 * 1,640
David Goldman 7,006 * 7,006
Andrea Hayes 5,766 * 5,766
Bob Hernreich 6,025 * 6,025
Jay Holmes 3,279 * 3,279
Greg Katz 1,721 * 1,721
Ken Kelley 725 * 725
Larry Kraus 7,103 * 7,103
Stefan Magnusson 670 * 670
Liquid Waste Management 8,197 * 8,197
Nick & Karen Mastronardi 26,041 * 26,041
E.J. Meade 2,869 * 2,869
Mike Miyazawa 5,574 * 5,574
David Moffett 3,279 * 3,279
Herbert Morris 670 * 670
Horizon Organic Dairy 172 * 172
Branden Peak 725 * 725
Matthew R. Pugliese 1,640 * 1,640
</TABLE>
9
<PAGE> 11
<TABLE>
<S> <C> <C> <C>
Timothy Quinson 655 * 655
Cynthia Roberts 14,755 * 14,755
Brad Roberts 8,197 * 8,197
Rochon Capital Group, Ltd. (3) 77,441 * 77,441
Nolan Rosall 3,330 * 3,330
Prateek Sharma (4) 6,279 * 6,279
Bob Stanislaus 820 * 820
Robb Stewart 820 * 820
Mare Surette 2,152 * 2,152
Thomas Design Associates 2,303 * 2,303
Michael Travis DDS 4,303 * 4,303
Brian D. Vande Krol 5,738 * 5,738
Karen Williamson 4,303 * 4,303
Dennis Wilson 1,640 * 1,640
Michael D. Wise 2,841 * 2,841
Art Zeile 4,919 * 4,919
</TABLE>
- ---------------
* Less than one percent (1%)
(1) Advantage Fund II Ltd. beneficially owns 3,000 shares of Series B Preferred
Stock and warrants to purchase 200,000 shares of Common Stock for $2.68 per
share. An additional 83,784 shares of Common Stock may be issued to Advantage
Fund II Ltd. within 12 months of the date of this Prospectus in payment of
certain dividend rights. The Series B Preferred Stock and warrants
were issued in a private placement (the "Private Placement") pursuant to an
exemption from the registration requirement of the Securities Act provided by
Section 4(2) thereof. Portions of the Series B Preferred Stock may be converted
to Common Stock beginning in March 1998. All of the Series B Preferred Stock
converts to Common Stock in December 2000. If all shares were converted and
all warrants exercised on January 12, 1998, Advantage Fund II Ltd. would have
beneficially owned 2,077,934 shares of Common Stock. Pursuant to Rule 416
under the Securities Act, the number of shares of Stock offered by Advantage
Fund Ltd. II hereby and included in the Registration Statement of which this
Prospectus is a part also includes such indeterminate number of additional
shares of Common Stock as may be issued upon conversion of the Series B
Preferred Stock and in payment of dividends thereon pursuant to the provisions
of the Certificate of Designation for the Series B Preferred Stock regarding
determination of the applicable conversion price and the dividend calculation
rate. Accordingly, the actual number of shares of Common Stock issuable upon
conversion of the Series B Preferred Stock and the payment of dividends
thereon is subject to adjustment depending upon factors which cannot be
predicted by the Company at this time, including among others, the future
market price of the Common Stock and the payment of dividends on the Series B
Preferred Stock in additional shares of Common Stock. Pursuant to the
Certificate of Designation for the Series B Preferred Stock, such stock is
convertible and dividends payable in Common Stock only to the extent that the
number of shares of Common Stock beneficially owned by the holder and its
related persons would not exceed 4.9% of the then outstanding shares of
Common Stock as determined in accordance with Section 13(d) of the Exchange
Act. Accordingly, the number of shares of Common Stock set forth for Advantange
Fund Ltd. II may exceed the number of shares of Common Stock that Advantage
Fund Ltd. II could beneficially own at any given time.
(2) Mr. Hall is the Chief Executive Officer and President of the Company.
Includes 287,000 shares held by the Hall Family Trust, a trust controlled by Mr.
Hall. Such shares are being registered pursuant to a registration rights
agreement. Also includes 9,240 shares owned directly and 15,625 shares subject
to options that are exercisable within 60 days of the date of this Prospectus.
(3) Rochon Capital Group, Ltd., beneficially owns warrants to purchase 77,441
shares of Common Stock for $2.68 per share. The warrants were issued in
connection with the Private Placement.
(4) Prateek Sharma beneficially owns warrants to purchase 6,279 shares of
Common Stock for $2.68 per share. The warrants were issued in connection with
the Private Placement.
10
<PAGE> 12
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Stock.
The Company may receive up to $761,000 upon exercise of all of the warrants
issued in the Private Placement. The Company intends to use any such proceeds
for general corporate purposes, including working capital.
PLAN OF DISTRIBUTION
The Stock offered hereby by the Selling Shareholders may be sold from
time to time by the Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made on one or more exchanges or
in the over-the-counter market (including the Nasdaq National Market of The
Nasdaq Stock Market), in privately negotiated transactions, through the writing
of options on the Stock, or otherwise at prices and at terms then prevailing or
at prices related to the then-current market price, or in negotiated
transactions. In addition, any shares of Stock covered by this Prospectus that
qualify for sale pursuant to Rule 144 might be sold under Rule 144 rather than
pursuant to this Prospectus. The Stock may be sold to or through brokers or
dealers who may act as agent or principal, or in direct transactions between
the Selling Shareholders and purchasers. In addition, the Selling Shareholders
may, from time to time, sell short the Common Stock and, in such instances,
this Prospectus may be delivered in connection with such short sales and the
Stock offered hereby used to cover such short sales.
The Selling Shareholders may sell the Stock to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or commissions from the purchasers
for whom they may act as agent. Dealers and agents participating in the
distribution of the Stock may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Stock may be deemed to be underwriting discounts and commissions. Upon the
Company being notified by a Selling Shareholder that any material arrangement
has been entered into with a broker or dealer for the sale of Stock through a
block trade, special offering, exchange distribution or secondary distribution a
purchase by a broker or dealer, a supplemented Prospectus will be filed, if
required, pursuant to Rule 424(c) under the Securities Act, disclosing (a) the
name of each such broker-dealer, (b) the number of shares of Stock involved, (c)
the price at which such shares of Stock were sold, (d) the commissions paid or
discounts or concessions allowed to such broker-dealer, where applicable, (e)
that such broker-dealer did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus, as
supplemented, and (f) other facts material to the transaction.
In connection with distributions of the Common Stock, the Selling
Shareholders may enter into hedging transactions with brokers or dealers and
the brokers or dealers may engage in short sales of the Common Stock in the
course of hedging the positions they assume with the Selling Shareholders. The
Selling Shareholders also may enter into option or other transactions with
brokers or dealers that involve the delivery of the Stock to the brokers or
dealers, who may then resell or otherwise transfer such Stock. The Selling
Shareholders also may loan or pledge the Stock to a broker or dealer and the
broker or dealer may sell the Stock so loaned or upon default may sell or
otherwise transfer the pledged Stock.
The Company is bearing all costs relating to the registration of the
Stock other than certain fees and expenses, if any, of counsel or other
advisors to the Selling Shareholders. Any commissions, discounts or other fees
payable to brokers or dealers in connection with any sale of Stock will be
borne by the Selling Shareholders, the purchasers participating in such
transaction, or both.
The Company has agreed to indemnify the Selling Shareholders in certain
circumstances, against certain liabilities, including liabilities arising under
the Securities Act. Each Selling Shareholder has agreed to indemnify the
Company, its directors and its officers who sign the Registration Statement
against certain liabilities, including liabilities arising under the Securities
Act.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by David H. Davis, General Counsel and Corporate Secretary of Ride.
EXPERTS
The consolidated financial statements and schedule of Ride, Inc.
appearing in Ride, Inc.'s Annual Report (Form 10-K) for the year ended December
31, 1996 have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
11
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated costs and expenses payable
by the Registrant in connection with the sale of the Common Stock being
registered hereby:
<TABLE>
<S> <C>
SEC Registration fee ..................................$ 1,619.00
Legal fees and expenses*...............................$10,000.00
Auditors' fees and expenses* ..........................$ 5,000.00
Miscellaneous expenses* ...............................$ 3,381.00
----------
Total .................................................$20,000.00
</TABLE>
--------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Unless otherwise specified in a corporation's Articles of
Incorporation, the Washington Business Corporation Act requires that a
corporation indemnify its directors as follows: (i) for reasonable expenses if a
director is wholly successful in the defense of any proceeding in which he or
she has been made a party by reason of the fact that he or she was or is a
director; (ii) for judgments, penalties, fines, settlements, or reasonable
expenses incurred in a proceeding upon a determination by the board of
directors, a committee of the board, independent legal counsel, or the
shareholders that the director acted in good faith and, in the case of conduct
in the director's official capacity with the corporation, the director
reasonably believed that his or her conduct was in the corporation's best
interest, or, in all other cases, the director reasonably believed that his or
her conduct was at least not opposed to the corporation's best interests; or
(iii) as determined by a court of appropriate jurisdiction. The Act requires
similar indemnification of officers unless otherwise specified in the Articles
of Incorporation. Washington law permits a corporation to provide further
indemnity to directors and officers, subject to certain authorization
requirements, except that indemnification is not permitted with respect to
intentional misconduct, a knowing violation of law, approval of an unlawful
distribution or loan, or a transaction involving the director's receipt of an
improper personal benefit.
The Bylaws of the Company provide a right to indemnification for all
expense, liability, and loss (including reasonable attorneys' fees, costs,
judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) to which a director is exposed by reason of the fact that he or she
is or was serving as a director or officer of the Company or, at the request of
the Company, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including an employee
benefit plan. The Bylaws of the Company also recognize the Company's ability to
advance expenses to an indemnitee, subject to a requirement that the indemnitee
undertake to repay the expenses if he or she subsequently is found not to have
met the standards required for indemnification. The board of directors may also
approve indemnification of all employees (including officers), agents, and
others serving the Company.
As permitted by the Washington Business Corporation Act, the Articles of
Incorporation of the Company provide that, to the full extent permitted by law,
directors shall not be personally liable to the Company or its shareholders for
monetary damages. At present, under the Washington Business Corporation Act,
liability would not be limited under circumstances involving (a) acts of
intentional
II-1
<PAGE> 14
misconduct or a knowing violation of law, (b) approval of certain distributions
or loans contrary to law, or (c) any transaction from which the director will
personally receive a benefit in money, property or services to which the
director is not legally entitled. Thus, a director of the Company would not be
liable for breaches of the duties of care or loyalty or otherwise liable to the
Company or its shareholders for violations of state corporate law unless he or
she violated the statutory exceptions listed above. This provision is
sufficiently broad that it might, under certain circumstances, permit
indemnification for liability arising under the Securities Act of 1933, as
amended.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ------------
<S> <C>
3.1 Restated Articles of Incorporation and Certificate of Designation
of Relative Rights and Preferences of the Series A 7% Cumulative
Convertible Nonvoting Preferred Stock (Exhibit is incorporated by
reference to an identically numbered exhibit to the Company's
Registration Statement on Form SB-2, file no. 33-75770-LA)
3.2 Bylaws of the Company (Exhibit is incorporated by reference to an
identically numbered exhibit to the Company's Registration
Statement on Form SB-2, file no. 33-75770-LA)
3.3 Articles of Amendment to Articles of Incorporation (Exhibit is
incorporated by reference to an identically numbered exhibit to the
Company's Registration Statement on Form S-1, file no. 33-94814)
3.4 Articles of Amendment to Articles of Incorporation (Exhibit is
incorporated by reference to an identically numbered exhibit to
Amendment No. 1 to the Company's Registration Statement on Form
S-1, file no. 33-94814)
3.5 Articles of Correction (Exhibit is incorporated by reference to an
identically numbered exhibit to Amendment No. 2 to the Company's
Registration Statement on Form S-1, file no. 33-94814)
3.6 Amendment to Certificate of Designation of Relative Rights and
Preferences of the Series A 7% Cumulative Convertible Nonvoting
Preferred Stock (Exhibit is incorporated by reference to Exhibit
4.6 to the Company's Current Report on Form 8-K filed January 9,
1998, file no. 1-13042)
3.7 Certificate of Designation of Relative Rights and Preferences of
the Series B 5% Cumulative Convertible Preferred Stock (Exhibit is
incorporated by reference to Exhibit 4.5 to the Company's Current
Report on Form 8-K filed January 9, 1998, file no. 1-13042)
4.1 Article VI of the Articles of Incorporation regarding Shareholder
Rights (See Exhibit 3.1 hereto)
4.2 Articles VIII of the Articles of Incorporation regarding Voting
Rights (See Exhibit 3.1 hereto)
4.4 Specimen Stock Certificate (Exhibit is incorporated by reference to
an identically numbered exhibit to the Company's Amendment No. 1 to
Registration Statement on Form SB-2, file no. 33-75770-LA)
5.1 Opinion of Counsel
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of David H. Davis (included in Opinion of Counsel filed as
Exhibit 5.1 hereto)
</TABLE>
II-2
<PAGE> 15
<TABLE>
<S> <C>
24.1 Power of Attorney (see page II-5 of this Registration Statement)
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that (i) and (ii)
do not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by (i) and
(ii) is contained in periodic reports filled by the Registrant pursuant to
Section 13 or Section 15 of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registration's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described above, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it as against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
The undersigned Registrants hereby further undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
II-3
<PAGE> 16
the Securities Act shall be deemed to part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-4
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Preston, State of Washington, on January 21, 1998.
RIDE, INC.
By /s/ Robert E. Hall
_______________________________________________
Robert E. Hall
President, Chief Executive Officer and Director
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and G. Scott Stewart and David H. Davis, and each of them, with full power of
substitution and full power to act without the other, as his true and lawful
attorney-in-fact and agent to act in his name, place and stead and to execute in
the name and on behalf of each person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
below on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Robert E. Hall
________________________ President, Chief Executive
Robert E. Hall Officer and Director
(Principal Executive Officer) January 21, 1998
/s/ G. Scott Stewart
________________________ Senior Vice President and
G. Scott Stewart Chief Financial Officer
(Principal Financial Officer) January 21, 1998
/s/ Cory J. Hechler
________________________ Director January 21, 1998
Cory J. Hechler
/s/ Gerald B. Wasserman
________________________ Director January 21, 1998
Gerald B. Wasserman
/s/ Mark M. Salter
________________________ Director January 21, 1998
Mark M. Salter
</TABLE>
II-5
<PAGE> 18
RIDE, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1 Restated Articles of Incorporation and Certificate of Designation
of Relative Rights and Preferences of the Series A 7% Cumulative
Convertible Nonvoting Preferred Stock (Exhibit is incorporated by
reference to an identically numbered exhibit to the Company's
Registration Statement on Form SB-2, file no. 33-75770-LA)
3.2 Bylaws of the Company (Exhibit is incorporated by reference to an
identically numbered exhibit to the Company's Registration
Statement on Form SB-2, file no. 33-75770-LA.)
3.3 Articles of Amendment to Articles of Incorporation (Exhibit is
incorporated by reference to an identically numbered exhibit to the
Company's Registration Statement on Form S-1, file no. 33-94814)
3.4 Articles of Amendment to Articles of Incorporation (Exhibit is
incorporated by reference to an identically numbered exhibit to
Amendment No. 1 to the Company's Registration Statement on Form
S-1, file no. 33-94814)
3.5 Articles of Correction (Exhibit is incorporated by reference to an
identically numbered exhibit to Amendment No. 2 to the Company's
Registration Statement on Form S-1, file no. 33-94814)
3.6 Amendment to Certificate of Designation of Relative Rights and
Preferences of the Series A 7% Cumulative Convertible Nonvoting
Preferred Stock (Exhibit is incorporated by reference to Exhibit
4.6 to the Company's Current Report on Form 8-K, dated December 19,
1997)
3.7 Certificate of Designation of Relative Rights and Preferences of
the Series B 5% Cumulative Convertible Preferred Stock (Exhibit is
incorporated by reference to Exhibit 4.5 to the Company's Current
Report on Form 8-K, dated December 19, 1997)
4.1 Article VI of the Articles of Incorporation regarding Shareholder
Rights (See Exhibit 3.1 hereto)
4.2 Articles VIII of the Articles of Incorporation regarding Voting
Rights (See Exhibit 3.1 hereto)
4.3 Specimen Stock Certificate (Exhibit is incorporated by reference to
an identically numbered exhibit to the Company's Amendment No. 1 to
Registration Statement on Form SB-2, file no. 33-75770-LA)
5.1 Opinion of Counsel
23.1 Consent of Ernst & Young LLP, Independent Auditors
</TABLE>
<PAGE> 19
<TABLE>
<S> <C>
23.2 Consent of David H. Davis (included in Opinion of Counsel filed as
Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-5 of this Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
OPINION OF COUNSEL
I have acted as counsel for Ride, Inc., a Washington corporation (the
"Company"), in connection with the preparation and filing of this Registration
Statement on Form S-3 (the "Registration Statement"), under the Securities Act
of 1933, as amended. The Registration Statement covers 2,832,573 shares of
Common Stock, no par value, of the Company plus such indeterminate number of
shares of Common Stock as may become issuable upon conversion or exercise of
certain convertible preferred stock and warrants as a result of future stock
splits, stock dividends or similar events (collectively, the "Stock"),
which may be sold by the "Selling Shareholders".
As General Counsel for the Company, I have reviewed the corporate
actions of the Company in connection with this matter and have examined the
documents, corporate records and other instruments deemed necessary for the
purpose of this opinion.
Based on the foregoing, it is my opinion that:
(I) The Company is a corporation duly incorporated and validly existing
under the laws of the State of Washington; and
(II) The Stock being registered has been duly authorized and validly
issued and is fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus which is part of the Registration Statement.
January 21, 1998
/s/ David H. Davis
- -------------------------------
David H. Davis, General Counsel
and Corporate Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Ride, Inc. for
the registration of 2,832,573 shares of its common stock and to the
incorporation by reference therein of our report dated February 28, 1997,
except for Note 14 for which the date is March 14, 1997, with respect to the
consolidated financial statements and schedule of Ride, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
Seattle, Washington
January 16, 1998 ERNST & YOUNG LLP
