8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: March 14, 2005

(Date of earliest event reported)

THE NAUTILUS GROUP, INC.

(Exact name of registrant as specified in its charter)

Washington	000-25867	94-3002667
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1400 NE 136th Avenue

Vancouver, Washington 98684

(Address of principal executive offices and zip code)

(360) 694-7722

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

THE NAUTILUS GROUP, INC.

FORM 8-K

Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

Effective March 14, 2005, The Nautilus Group, Inc. (the “Company”) amended its Articles of Incorporation to change its name to Nautilus, Inc. The amendment was effected through the filing of Articles of Merger with the Secretary of State of the State of Washington pursuant to Section 23B.11.050 of the Revised Code of Washington (“RCW”). Pursuant to the merger, Nautilus, Inc, a wholly-owned subsidiary of the Company, was merged with and into the Company such that the Company is the surviving corporation but with its name changed to that of the merging subsidiary. A copy of the Articles of Merger is attached hereto as Exhibit 3.1.

Other than the name change indicated above, the Articles of Incorporation and Bylaws of the Company, in effect at the effective time of the merger, remain the Articles of Incorporation and Bylaws of the Company as the surviving corporation. Additionally, the directors and officers of the Company, in office at the time of the merger, remain the directors and officers of the Company after the merger.

Shareholder approval of the merger and name change was not required pursuant to RCW Sections 23B.11.040 and 23B.10.020.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No.	Description
3.1	Articles of Merger amending the Articles of Incorporation of the Company

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE NAUTILUS GROUP, INC.
	(Registrant)
March 14, 2005	By:	/s/ Rod W. Rice
(Date)		Rod W. Rice, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Merger amending the Articles of Incorporation of the Company

EX-3.1

Exhibit 3.1

ARTICLES OF MERGER

OF

NAUTILUS, INC.

AND

THE NAUTILUS GROUP, INC.

To the Secretary of State

State of Washington

Pursuant to the provisions of RCW 23B.11.050, the following Articles of Merger are executed for the purpose of merging Nautilus, Inc., a Washington corporation (“Subsidiary”), with and into The Nautilus Group, Inc., a Washington corporation (“Parent”).

1. The Plan of Merger for merging Subsidiary with and into Parent as approved by the Board of Directors of Parent is attached hereto as Exhibit A.

2. Approval by the shareholders of Subsidiary or Parent was not required pursuant to RCW 23B.11.040.

3. The effective date and time of this filing and the merger herein provided for shall be 12:01 a.m. on March 14, 2005.

Dated this 15th day of February, 2005.

THE NAUTILUS GROUP, INC.
By:	/s/ Greggory Hammann
Name:	Greggory Hammann
Its:	CEO

Exhibit A

PLAN OF MERGER

OF

THE NAUTILUS GROUP, INC.

AND

NAUTILUS, INC.

Pursuant to Section 23B.11.040 of the Revised Code of Washington and this Plan of Merger, Nautilus, Inc., a Washington corporation (hereinafter referred to as the “merging corporation” or “Subsidiary”) will merge with and into The Nautilus Group, Inc., a Washington corporation (hereinafter referred to as the “surviving corporation” or “Parent”), such that Parent is the surviving corporation, on terms and conditions as follows:

1. Merger. The corporations shall be merged into a single corporation by the merging corporation merging with and into the surviving corporation, which corporation shall survive the merger pursuant to the provisions of RCW 23B.11.040, et seq. Upon such merger, the separate corporate existence of the merging corporation shall cease and the surviving corporation shall become the owner, without other transfer, of all the rights and property of the merging corporation, and the surviving corporation shall become subject to all the debts and liabilities of the merging corporation in the same manner as if the surviving corporation had itself incurred them.

2. Corporate Name. The name of the surviving corporation shall be Nautilus, Inc.

3. Articles of Incorporation. Other than the name change contemplated in paragraph 2 above, the Articles of Incorporation of Parent, in effect at the Effective Time, shall remain the Articles of Incorporation of the surviving corporation.

4. Bylaws. The Bylaws of Parent, in effect at the Effective Time, shall remain the Bylaws of the surviving corporation.

5. Directors and Officers. The directors and officers of Parent, in office at the Effective Time, shall, at the Effective Time of the merger, remain the directors and officers of the surviving corporation and shall hold such offices in accordance with and subject to the applicable provisions of the Articles of Incorporation and Bylaws of the surviving corporation, and applicable law.

6. Conversion of Shares. Each issued share of stock of Subsidiary shall, upon the Effective Time, be canceled and no stock in the surviving corporation shall be issued. The shares of stock of Parent shall not be converted, but each said share which is issued as of the Effective Time shall continue to represent one issued share of stock of the surviving corporation.

7. Effective Time. The effective date and time of the merger shall be 12:01 a.m. on March 14, 2005 (the “Effective Time”).

8. Abandonment. The Board of Directors of the surviving corporation may, in its discretion, abandon this merger, at any time prior to the filing date of the Articles of Merger with the Secretary of State.