8-K

UNITED STATES

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: November 3, 2014

(Date of earliest event reported)

NAUTILUS, INC.

(Exact name of registrant as specified in its charter)

Washington	001-31321	94-3002667
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

17750 S.E. 6^th Way

Vancouver, Washington 98683

(Address of principal executive offices and zip code)

(360) 859-2900

(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))

NAUTILUS, INC.

FORM 8-K

Item 8.01 Other Events

On November 3, 2014, Nautilus, Inc. issued a press release announcing that its Board of Directors has authorized the repurchase of up to $15 million of the Company’s outstanding common stock. Shares may be repurchased from time to time over the next 24 months.

The press release, which is furnished with this current report on Form 8-K as Exhibit 99.1, further describes the stock repurchase authorization.

The information in this Current Report and in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

The following exhibit is furnished herewith and this list is intended to constitute the exhibit index:

99.1 Nautilus, Inc. Press Release – November 3, 2014

1

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.

	NAUTILUS, INC. (Registrant)
November 3, 2014	By:	/s/ Sidharth Nayar
(Date)		Sidharth Nayar
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

Nautilus, Inc. Announces $15 Million Share Repurchase Program

Vancouver, Washington, November 3, 2014 - Nautilus, Inc. (NYSE: NLS) today announced that its Board of Directors has authorized the repurchase of up to $15 million of the Company’s outstanding common stock. Shares may be repurchased from time to time over the next 24 months in open market transactions at prevailing prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The timing, number and value of shares repurchased under the program will depend on a number of factors, including the market price of Nautilus’ common stock, general market and economic conditions, assessment of alternate uses of cash and applicable legal requirements.

Bruce Cazenave, Chief Executive Officer, commented “Nautilus is committed to delivering long-term value for our shareholders and our top priority in terms of capital deployment remains investment in growth-oriented initiatives, both organic and through acquisition. Consistent with our strategies, which are working well, we intend to build platforms that strengthen our Company and enable future growth. We are encouraged by the number of internal and external opportunities available to us and intend to prioritize use of capital to maximize returns while continuing to maintain a strong balance sheet. We also recognize that the Company’s operating cash flow provides the flexibility to be opportunistic and repurchase shares during periods of favorable market conditions.”

Share repurchases will be funded from existing cash balances and repurchased shares will be retired and returned to unissued authorized shares. The share repurchase program does not obligate the company to repurchase any dollar amount or number of shares of its common stock and the program may be extended, modified, suspended or discontinued at any time.

About Nautilus, Inc.

Headquartered in Vancouver, Washington, Nautilus, Inc. (NYSE: NLS) is a global fitness products company providing innovative, quality solutions to help people achieve a healthy lifestyle. With a brand portfolio including Nautilus^®, Bowflex^®, TreadClimber^®, Schwinn^®, Schwinn Fitness™ and Universal^®, Nautilus markets innovative fitness products through Direct and Retail channels. Websites: www.nautilusinc.com and www.bowflex.com

This press release includes forward-looking statements (statements which are not historical facts) within the meaning of the Private Securities Litigation Reform Act of 1995, including among other things, statements regarding the value of shares repurchased through our share repurchase program, the duration of such program and our ability to continue investing in our business initiatives. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) fluctuations and volatility in our stock price; (ii) the impact of macroeconomic conditions on customer demand for our products; (iii) changes in our financial condition; (iv) changes in business opportunities and priorities that could cause us to consider alternative uses of cash; (v) fluctuations in the level of cash that we have available for stock repurchases; and (vi) covenant obligations imposed by our existing or future financing agreements. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including our most recent reports on Form 10-K and Form 10-Q and current reports on Form 8-K that we may file from time to time, which could cause actual results to vary from expectations. Nautilus assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.

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SOURCE: Nautilus, Inc.

Investor Relations Contact:

John Mills, ICR, LLC

Telephone: (310) 954-1105