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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1998
REGISTRATION NO. 333-44637
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
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)
------------------------
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
=================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE(1)(2)(3) REGISTRATION FEE(4)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 2,608,729 $1.9375 $5,488,110 $1,619
=================================================================================================================
</TABLE>
(1) Includes (a) approximately 1,626,016 shares that would have been issued if
certain outstanding convertible preferred stock had been converted as of March
12, 1998, (b) 283,720 shares that may be issued upon exercise of outstanding
warrants, (c) 83,784 shares that may be issued prior to January 30, 1999 in
payment of certain dividend rights on outstanding preferred stock, and (d)
615,209 shares currently outstanding.
(2) Together with up to 2,006,480 shares that may become issuable upon
conversion or exercise of certain preferred stock and warrants as a result of
changes in the market price of the Common Stock and such indeterminate number
of additional shares of Common Stock as may become issuable upon conversion or
exercise of certain preferred stock and warrants as a result of future stock
splits, stock dividends or similar events. If more than the 83,784 shares
registered above for payment of certain dividend rights (see footnote 1) become
issuable as a result of the dividend rights of certain outstanding preferred
stock, such shares will be restricted until a new registration statement is
filed.
(3) 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.
(4) Fee paid with original filing.
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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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2,608,729 Shares
RIDE, INC.
Common Stock
---------------
This prospectus relates to the public offering, which is not being
underwritten, of 2,608,729 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
registration statement of which this prospectus is a part registers the
2,608,729 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 preferred stock and warrants as a result of changes in the
market price of the Common Stock; provided that only 2,006,480 additional
shares of Common Stock have been reserved by the Company for issuance upon such
events and, therefore, no more than 2,006,480 additional shares of Common Stock
may be sold pursuant to this prospectus. The 2,608,729 shares of Common Stock
together with such indeterminate number of additional shares of Common Stock
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 March 26, 1998 the last reported sale
price of the Common Stock was $2.25 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 March 27, 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, 1997, as amended by Form
10-K/A filed on March 25, 1998; (b) the Company's Current Report on Form 8-K
filed January 9, 1998; (c) 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 (d) 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 leading designer, manufacturer and marketer of contemporary
sporting goods equipment and apparel for snowboard and wakeboard consumers. The
Company markets its equipment and apparel throughout the world under multiple
brands specifically targeted to serve certain price points, product lines and
distribution channels.
The Company was founded in September 1992 and acts as a holding company
for the following subsidiaries: Ride Snowboard Company ("Ride Snowboards"), Ride
Manufacturing, Inc. ("Ride Manufacturing"), Ride Canada, Inc. ("Ride Canada"),
SMP Clothing, Inc. ("SMP"), Smiley Hats, Inc. ("Smiley") and Carve, Inc. d.b.a.
US2 Sports ("US2"). Ride Snowboards sells premium to mid-range snowboards and
related products primarily through specialty snowboard and ski shops. Ride
Manufacturing is a manufacturer of premium snowboards principally for Ride
Snowboards and, to a lesser extent, a limited number of other snowboard
companies on an OEM basis. SMP designs and manufacturers snowboard, surf skate,
motorcross and street apparel which is sold primarily through specialty shops.
Ride Canada acts as the Company's Canadian distributor. Smiley designs and
manufactures premium head and neck wear for the winter sports industry and its
products are sold through specialty shops. US2 designs, manufactures and
distributes wakeboards (boards designed to be pulled behind a power boat or
personal water craft that allow the rider to perform aerial tricks and other
maneuvers on the wake of the towing vessel), wakeboard bindings and accessories
under the "Full Tilt" and "Sub Rosa" brand names through sporting goods, marine
and specialty retailers. In 1998, the Company began operating under the d.b.a
"Ride Sports" to reflect the expanded scope of sporting goods products offered
by the Company for outdoor enthusiasts.
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. 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; GOODWILL WRITEDOWN;
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. Adjusting for the sale of C.A.S. Sports
International, Inc. and C.A.S. Sports Agency, Inc. in October 1996, the
Company's sales declined by $23.0 million or 45% in 1997 from 1996. The Company
believes the oversupply of snowboard products was a result of new entrants to
the industry and supplier overproduction in 1995 and 1996. 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. These changes in current market conditions resulted in
the under-utilization of the Company's production capacity and infrastructure.
Based upon this evaluation, the Company determined to that the $13.9 million of
goodwill associated with its acquisitions of CAS, SMP and Ride Manufacturing was
impaired and wrote it down by $8.6 million. The Company's estimates of the
discounted cash flows expected to be generated from these entities indicate that
the remaining carrying amounts are expected to be recovered. However, it is
possible that the current industry oversupply of snowboard products may be a
sign of a permanent demand shift and that the estimated cash flows may decline
in the future resulting in the need to write down the goodwill associated with
these assets further. To the extent any write downs were substantial, they could
have a material adverse effect on the Company's results of operations. 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 (both hard goods and soft goods) 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. The maximum amount available under
the line was $5.5 million prior to January 31, 1998, is 2.0 million through
March 31, 1998, and $8.0 million through June 30, 1998. At December 31, 1997 the
Company had approximately $740,000 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, working capital restrictions and restrictions on the
payment of dividends on the Company's Common Stock. 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 March 12, 1998, approximately 1,626,016 shares of Common
Stock would have been issuable upon conversion of all of the Series B Preferred
Stock. Accounting rules require that the 10% discount-from-market-price feature
of the Series B Preferred Stock's conversion price be accounted for as a
preferred stock dividend. The dividend is required to be included in the
Company's earnings per share computations over the period from the date of
issuance throughout the date the security is first convertible. The Company has
therefore included a $30,000 preferred stock dividend in its net loss per share
calculations for the year ended December 31, 1997 and will include an additional
$270,000 preferred stock dividend in its net income (loss) per share for the
quarter ending March 31, 1998 and the year ending December 31, 1998.
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 unspecified monetary
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
monetary 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 and seeking monetary damages. 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 purchased
substantially all of the assets (except cash and accounts receivable) and the
liabilities of Device Mfg Co., a manufacturer of step-in snowboard bindings.
In July, the Company purchased substantially all of the assets of Galena Creek
Trading Company, Inc. (d.b.a. 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. In 1997, the company sourced its entire line
of "Ride," "Liquid" and "Slim" bindings from Taiwan-based Showboard Factory,
Inc. The Company intends to expand this relationship in 1998 by transferring all
of its "Device-compatible-step-in" binding production to this supplier. In
addition, all of the Company's snowboard boots and 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. 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, and the Company is unable to predict whether such
relationships would be on terms that the Company regards as satisfactory. Should
an unexpected change in binding, boot, apparel or other product suppliers become
necessary, the Company would likely experience increased costs, as well as a
substantial disruption and a potential loss of sales. 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. In 1997, approximately 32% of the
Company's sales were outside of North America. 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. From time to time, the Company enters into foreign currency forward
contracts to either buy or sell foreign currencies at future dates in order to
minimize currency risk. Despite this hedging program, unanticipated or long-term
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 through either higher product costs or reduced export sales prices
and/or export sales volumes. The Company is also subject to risks inherent in
hedging programs and in 1997 and 1996, the Company recognized losses on foreign
currency contracts totaling $17,000 and $160,000, respectively. 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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<PAGE> 8
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 depends in
large part on the continued service of Robert E. Hall, the Company's President
and Chief Executive Officer, Robert Marcovitch, the Company's Senior Vice
President of Apparel and International, and Bruce Manke, the Company's Senior
Vice President of Board Sports and Administration. The loss of the services of
any of these 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
7
<PAGE> 9
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 APPLICABILITY OF "PENNY STOCK RESTRICTIONS"; POTENTIAL TO FAIL
TO MEET CONTINUING NASDAQ LISTING REQUIREMENTS. Stocks selling for less than
$5.00 per share, excluding broker or dealer commissions, may be designated as
"penny stocks" and may be subject to certain requirements imposed by Rules
15g-1 through 15g-9 under the Exchange Act. The net effect of these regulations
may be to delay transactions in stocks that are deemed to be penny stocks. The
Company's Common Stock is currently trading for less than $5.00 per share,
however the "penny stock restrictions" are not applicable based on exemptions
provided in Rule 3a51-1 under the Exchange Act, which among other things
provides an exemption from the penny stock restrictions for securities that are
quoted on the Nasdaq and for those that have tangible assets in excess of $2.0
million. If the Company's Common Stock were to be delisted from Nasdaq and its
net worth drop below $2.0 million at a time when its stock price was less than
$5.00 per share, and if no other exemption from the penny stock restrictions
were available to the Company, then its Common Stock could be subject to such
restrictions and sales of the Company's Common Stock by brokers and dealers and
resales by investors would likely be adversely affected. To meet the continued
listing requirements for the Nasdaq National Market, among other things, the
minimum bid price of the Common Stock must be $1.00. If the minimum bid price of
the Common Stock were for a continuing period of time to be less than $1.00, the
Common Stock could be delisted from the Nasdaq National Market which would
adversely affect the ability of shareholders to buy and sell shares of 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 2,608,729 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.
<TABLE>
<CAPTION>
As of March 12, 1998
----------------------------------------------------------------------------------------
Beneficial Ownership Prior to Offering Beneficial Ownership After Offering**
Number of
Shares
(Percent of Registered (Percent of
(Number of Outstanding for Sale (Number of Outstanding
Name of Selling Shareholder Shares) Shares) Hereby Shares) Shares)
- --------------------------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Advantage Fund II Ltd. (1) 1,826,016 13.1% 1,909,800 -- *
Robert E. Hall (2) 311,865 2.5 287,000 24,865 *
Rick Alden 11,557 * 11,557 -- *
David Alden 27 * 27 -- *
Mark Beran 1,609 * 1,609 -- *
Audrey W. Berne 2,387 * 2,387 -- *
Richard J. Berne 2,387 * 2,387 -- *
Charlie Biederman 4,773 * 4,773 -- *
Chris Cares 3,693 * 3,693 -- *
Brett Conrad 96,211 * 96,211 -- *
Joel Daly 5,456 * 5,456 -- *
Barney M. Feinblum 3,182 * 3,182 -- *
Joshua A. Feinblum 2,546 * 2,546 -- *
Daniel R. Feinblum 2,546 * 2,546 -- *
Dolliver Frederick 33,000 * 33,000 -- *
John Friedman 2,387 * 2,387 -- *
James Gardner 2,387 * 2,387 -- *
Lew Goldberg & Laura Stein 1,819 * 1,819 -- *
David Goldman 7,771 * 7,771 -- *
Andrea Hayes 6,395 * 6,395 -- *
Bob Hernreich 6,683 * 6,683 -- *
Jay Holmes 3,637 * 3,637 -- *
Greg Katz 1,909 * 1,909 -- *
Ken Kelley 804 * 804 -- *
Larry Kraus 7,103 * 7,103 -- *
Stefan Magnusson 743 * 743 -- *
Liquid Waste Management 9,092 * 9,092 -- *
Nick & Karen Mastronardi 28,883 * 28,883 -- *
E.J. Meade 3,182 * 3,182 -- *
Mike Miyazawa 6,182 * 6,182 -- *
David Moffett 3,637 * 3,637 -- *
Herbert Morris 743 * 743 -- *
Horizon Organic Dairy 191 * 191 -- *
Branden Peak 804 * 804 -- *
Matthew R. Pugliese 1,819 * 1,819 -- *
</TABLE>
9
<PAGE> 11
<TABLE>
<S> <C> <C> <C> <C> <C>
Timothy Quinson 726 * 726 -- *
Cynthia Roberts 16,366 * 16,366 -- *
Brad Roberts 9,092 * 9,092 -- *
Rochon Capital Group, Ltd. (3) 77,441 * 77,441 -- *
Nolan Rosall 3,693 * 3,693 -- *
Prateek Sharma (4) 6,279 * 6,279 -- *
Bob Stanislaus 910 * 910 -- *
Robb Stewart 910 * 910 -- *
Mare Surette 2,387 * 2,387 -- *
Thomas Design Associates 2,554 * 2,554 -- *
Michael Travis DDS 4,773 * 4,773 -- *
Brian D. Vande Krol 6,364 * 6,364 -- *
Karen Williamson 4,773 * 4,773 -- *
Dennis Wilson 1,819 * 1,819 -- *
Michael D. Wise 2,841 * 2,841 -- *
Art Zeile 5,456 * 5,456 -- *
</TABLE>
- ---------------
* Less than one percent (1%)
** Assumes Selling Shareholders sell all shares of Stock registered hereby.
(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. prior to January 30, 1999 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. The Private
Placement closed and the Series B Preferred Stock and Warrants were issued on
December 19, 1997. 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 March 12, 1998, Advantage Fund II Ltd. would have
beneficially owned 1,826,016 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 up to 2,006,480 additional shares of Common
Stock that may be issued upon conversion of the Series B Preferred Stock
pursuant to provisions of the Certificate of Designation for the Series B
Preferred Stock regarding determination of the applicable conversion price and
upon exercise of the warrants pursuant to certain provisions therein. 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. See "Risk Factors -- Issuance of Preferred Stock; Dilution."
(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 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, 1997 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>
- --------
* Previously filed
II-2
<PAGE> 15
<TABLE>
<S> <C>
24.1* Power of Attorney (see page II-5 of this Registration Statement)
</TABLE>
- --------------
* Previously filed
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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; (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, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by (i) and (ii) is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) 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) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the Registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.
(5) 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 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant 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 be 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 Amendment
No. 3 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Preston, State of
Washington, on March 27, 1998.
RIDE, INC.
By /s/ Robert E. Hall
_______________________________________________
Robert E. Hall
President, Chief Executive Officer and Director
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) March 27, 1998
/s/ G. Scott Stewart
________________________ Senior Vice President and
G. Scott Stewart Chief Financial Officer
(Principal Financial Officer March 27, 1998
and Principal Accounting Officer)
*
________________________ Director March 27, 1998
Cory J. Hechler
*
________________________ Director March 27, 1998
Gerald B. Wasserman
*
________________________ Director March 27, 1998
Mark M. Salter
* By /s/ G. Scott Stewart
--------------------
G. Scott Stewart
Attorney-in-Fact
</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>
- --------------
* Previously filed
<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
Amendment No. 3 to the Registration Statement (Form S-3 No. 333-44637) and
related Prospectus of Ride, Inc. for the registration of 2,608,729 shares of
its common stock and to the incorporation by reference therein of our report
dated March 3, 1998, with respect to the consolidated financial statements and
schedule of Ride, Inc. included in its Annual Report (Form 10-K as amended by
Form 10-K/A) for the year ended December 31, 1997, filed with the Securities
and Exchange Commission.
Seattle, Washington
March 27, 1998 ERNST & YOUNG LLP
