S-8

As filed with the Securities and Exchange Commission on April 11, 2003

Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

K2 INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	95-2077125
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
2051 Palomar Airport Road Carlsbad, California (Address of principal executive offices)	92009 (Zip Code)

Rawlings Sporting Goods Company, Inc.

2000 Non-Employee Directors’ Stock Plan

(Full title of the plan)

JOHN J. RANGEL

2051 Palomar Airport Road

Carlsbad, California 92009

(Name and address of agent for service)

(760) 494-1000

(Telephone number, including area code, of agent for service)

Copies to:

Bradford P. Weirick

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, CA 90071

(213) 229-7000

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee(3)
Common Stock, par value $1.00 per share(4)	130,560	$8.31	$1,084,953.60	$87.77

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

(3) Calculated pursuant to Rule 457(c) and 457(h) based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on April 10, 2003, which was $8.31.

(4) Includes, with respect to each share of Common Stock, Preferred Stock Purchase Rights pursuant to the Registrant’s Rights Agreement, dated as of July 1, 1999, between K2 Inc. and Harris Trust Company.

INTRODUCTORY STATEMENT

This Registration Statement on Form S-8 is filed by K2 Inc., a Delaware corporation, the Registrant, relating to 130,560 shares of its common stock, par value $1.00 per share, issuable to eligible persons under the Rawlings Sporting Goods Company, Inc. 2000 Non-employee Directors’ Stock Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Registrant with the Commission are incorporated herein by reference, as of their respective dates, in this Registration Statement:

(a) Annual Report on Form 10-K for the period ended December 31, 2002, filed with the Commission on March 31, 2003.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the annual report referred to in (a) above.

(c) The description of K2 Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed on August 21, 1989, as amended, the Registrant’s Registration Statement on Form 8-A, filed on August 9, 1999, and the Registrant’s Registration Statement on Form S-4/A, filed on February 25, 2003, including any amendment or report filed for the purpose of updating such description.

(d) The description of the Preferred Stock Purchase Rights contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on August 9, 1999, including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein

shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Section 102(b)(7) of the Delaware General Corporation Law, as amended, allows a corporation to include a provision in its certificate of incorporation limiting or eliminating the personal liability of directors of the corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director (a) breached his/her duty of loyalty to the corporation or its stockholders, (b) acted not in good faith or in knowing violation of a law, (c) authorized the payment of a dividend or approved a stock repurchase in violation of Delaware General Corporation Law or (d) obtained an improper personal benefit from a transaction.

Section 145 of the Delaware General Corporate Law permits a corporation to indemnify a person who was or is a party or is threatened to be made a party to any threatened, pending or completed third party proceeding, other than an action by or in the right of the Registrant, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (b) if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, the corporation is permitted to indemnify any of its directors or officers against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that the corporation shall not indemnify such person if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. The rights granted under this section of the Delaware General Corporate Law are not exclusive of any other rights to which such person is entitled. The corporation may purchase and maintain insurance on behalf of such persons against any liability asserted against or incurred by such persons in any capacity as or arising out of such persons’ status as an director, officer, employee or agent of the corporation.

Section 174 of the Delaware General Corporation Law provides, among other things, that all directors who willfully or negligently approve an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for the full amount paid out in connection with these actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may

avoid liability by causing his or her dissent to these actions to be entered in the books containing the minutes of the meetings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts. Any director against whom a claim is successfully asserted may recover contribution from any other directors who voted or concurred in the unlawful action.

Article 17 of the Registrant’s Restated Certificate of Incorporation, as amended, includes a provision eliminating the personal liability of its officers and directors for monetary damages for breach of fiduciary duty as a director to the fullest extent authorized by, and subject to the limitations expressed in Delaware law. In addition, as permitted by Section 145 of the Delaware General Corporation Law, Article 18 of the Restated Certificate provides that: (a) the Registrant is required to indemnify its directors, officers and persons serving at the request of the Registrant as a director, officer, employee or agent of another corporation or business entity, to the fullest extent permitted by Delaware law; (b) the Registrant may indemnify employees and agents of the Registrant with the same scope and effect as the indemnification provided to officers and directors; (c) the Registrant will advance amounts as required by law after the director or officer delivers to the Registrant an undertaking to repay all amounts advanced if it is determined that the director or officer is not entitled to indemnification; (d) the director or officer may bring suit against the Registrant to recover an amount if the director or officer was successful in whole or in part and the Registrant has not paid the director or officer within thirty days of receipt of the director or officer’s claim for payment; (e) the rights conferred in the Restated Certificate are not exclusive of any other right which the director or officer may have, or thereafter acquire under any statute, provision of the Restated Certificate, bylaw, agreement or otherwise; and (f) the Registrant may maintain director and officer liability insurance at its own expense.

Item 7. Exemption From Registration Claimed

Not Applicable.

Item 8. Exhibits

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:

Exhibit Number	Exhibit
4.1	Rawlings Sporting Goods Company, Inc. 2000 Non-Employee Directors’ Stock Plan, as amended.
4.2*	Restated Certificate of Incorporation dated May 4, 1989, filed as Exhibit (3)(a) to Form 10-K for the year ended December 31, 1989, and incorporated herein by reference.
4.3*	Certificate of Amendment of Restated Certificate of Incorporation dated May 31, 1995, filed as Exhibit 3(a)(ii) to Form 10-K for the year ended December 31, 1995, and incorporated herein by reference.
4.4*	Certificate of Amendment of Restated Certificate of Incorporation dated May 24, 1996, filed as Exhibit (3)(i) to Form 10-Q for the quarter ended June 30, 1996, and incorporated herein by reference.
4.5*	Certificate of Amendment of Restated Certificate of Incorporation dated March 28, 2003, filed as Exhibit 3.1 to Form 8-K filed on April 1, 2003, and incorporated herein by reference.
4.6*	By-Laws of K2 Inc., as amended, filed as Exhibit 3 to Form 10-Q for the quarter ended June 30, 1999, and incorporated herein by reference.
4.7*	Rights Agreement dated July 1, 1999, between K2 Inc. and Harris Trust Company, filed as Item 2, Exhibit 1 to Form 8-A filed on August 9, 1999, and incorporated herein by reference.
5.1	Legal Opinion of Gibson, Dunn & Crutcher LLP.
23.1	Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP.
24.1	Power of Attorney (contained on signature page hereto).

* Incorporated by reference.

Item 9. Undertakings.

(a) 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;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, 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; and

(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.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.

(c) 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 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 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 Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on April 10, 2003.

K2 INC
By:	/s/    RICHARD J. HECKMANN
	Richard J. Heckmann Title: Chief Executive Officer, Director and Chairman of the Board

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Richard J. Heckmann and John J. Rangel, and each of them, with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement the Company may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act to register additional shares of common stock, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    RICHARD J. HECKMANN Richard J. Heckmann	Chief Executive Officer, Director and Chairman of the Board (Principal Executive Officer)	April 10, 2003
/s/    JOHN J. RANGEL John J. Rangel	Senior Vice President—Finance (Principal Financial and Accounting Officer)	April 10, 2003

/s/    WILFORD D. GODBOLD, JR. Wilford D. Godbold, Jr.	Director	April 10, 2003
/s/    ROBIN E. HERNREICH Robin E. Hernreich	Director	April 10, 2003
/s/    LOU HOLTZ Lou Holtz	Director	April 10, 2003
/s/    STEWART M. KASEN Stewart M. Kasen	Director	April 10, 2003
/s/    ALFRED E. OSBORNE, JR. Alfred E. Osborne, Jr.	Director	April 10, 2003
/s/    DAN QUAYLE Dan Quayle	Director	April 10, 2003

FORM S-8

K2 INC.

EXHIBIT INDEX

Exhibit Number	Exhibit
4.1	Rawlings Sporting Goods Company, Inc. 2000 Non-Employee Directors’ Stock Plan, as amended
4.2*	Restated Certificate of Incorporation dated May 4, 1989, filed as Exhibit (3)(a) to Form 10-K for the year ended December 31, 1989, and incorporated herein by reference.
4.3*	Certificate of Amendment of Restated Certificate of Incorporation dated May 31, 1995, filed as Exhibit 3(a)(ii) to Form 10-K for the year ended December 31, 1995, and incorporated herein by reference.
4.4*	Certificate of Amendment of Restated Certificate of Incorporation dated May 24, 1996, filed as Exhibit (3)(i) to Form 10-Q for the quarter ended June 30, 1996, and incorporated herein by reference.
4.5*	Certificate of Amendment of Restated Certificate of Incorporation dated March 28, 2003, filed as Exhibit 3.1 to Form 8-K filed on April 1, 2003, and incorporated herein by reference.
4.6*	By-Laws of K2 Inc., as amended, filed as Exhibit 3 to Form 10-Q for the quarter ended June 30, 1999, and incorporated herein by reference.
4.7*	Rights Agreement dated July 1, 1999, between K2 Inc. and Harris Trust Company, filed as Item 2, Exhibit 1 to Form 8-A filed on August 9, 1999, and incorporated herein by reference.
5.1	Legal Opinion of Gibson, Dunn & Crutcher LLP.
23.1	Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP.
24.1	Power of Attorney (contained on signature page hereto).

* Incorporated by reference.

EX-4.1

Exhibit 4.1

RAWLINGS SPORTING GOODS COMPANY, INC.

2000 NON-EMPLOYEE DIRECTORS’ STOCK PLAN

1. Purpose. The purpose of this 2000 Non-Employee Directors’ Stock Plan (the “Plan”) of Rawlings Sporting Goods Company, Inc. (the “Company”) to promote ownership by non-employee directors of a greater proprietary interest in the Company, thereby aligning such directors’ interests more closely with the interests of stockholders of the Company, and assist the Company in attracting and retaining highly qualified persons to serve as non-employee directors.

2. Definitions. In addition to terms defined elsewhere in the Plan, the following are defined terms under the Plan:

(a) “Code” means the Internal Revenue Code of 1986, as amended. References to any provision of the Code include regulations thereunder and successor provisions and regulations.

(b) “Deferred Stock” means the credits to a Participant’s deferral account under Section 7 each of which represents the right to receive one share of Stock upon settlement of the deferral account. Deferral accounts, and Deferred Stock credited thereto, are maintained solely as bookkeeping entries by the Company evidencing unfunded, generally non-transferable obligations of the Company.

(c) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act include rules thereunder and successor provisions and rules.

(d) “Fair Market Value” of Stock means the closing price of the Stock on the nearest day preceding the date on which such value is to be determined on which there was a trade, as reported for such day in the table entitled “Nasdaq National Market Issues” contained in The Wall Street Journal or an equivalent successor table.

(e) “Option” means the right, granted to a Participant under Section 6, to purchase Stock at the specified exercise price for a specified period of time under the Plan.

(f) “Participant” means a director who is eligible to receive, and is granted Options or Stock, or who defers fees in the form of Deferred Stock, under the Plan.

(g) “Stock” means the Common Stock, $.01 par value, of the Company and such other securities as may be substituted for Stock or such other securities pursuant to Section 8.

3. Shares Available Under the Plan. The total number of shares of Stock reserved and available for delivery under the Plan is 25,000, subject to adjustment as provided in

Section 8 below. Such shares may be authorized but unissued shares or treasury shares. If any Option expires or terminates for any reason without having been exercised in full, the shares subject to the unexercised portion of such Option will again be available for delivery under the Plan.

4. Administration of the Plan. The Plan will be administered by the Board of Directors of the Company, provided that any action by the Board of Directors relating to the Plan will be taken only if, in addition to any other required vote, approved by the affirmative vote of a majority of the directors who are not then eligible to participate under the Plan.

5. Eligibility. Each director of the Company who, on any date on which an Option is to be granted under Section 6 or on which fees are to be deferred under Section 7, is not, and has not been during the preceding three months, an employee of the Company or any parent or subsidiary of the Company will be eligible to receive Options or defer fees under the Plan at such date. No person other than those specified in this Section 5 will participate in the Plan.

6. Stock Options. An Option to purchase 2,500 shares of Stock will be granted to each person who is first elected or appointed to serve as a director of the Company, such grant to be effective at the date of such first election or appointment, if such director is then eligible to receive an Option grant. An Option to purchase 1,000 shares of Stock will be granted to each person who is a director of the Company at the close of business of each annual meeting of stockholders at which directors (or a class of directors if the Company then has a classified Board of Directors) are elected or reelected by the Company’s stockholders if such director is then eligible to receive an Option grant. The foregoing notwithstanding, no director may be granted more than one award of Options in a given calendar year. The Options granted pursuant to this Plan replace the grants which would otherwise be provided for pursuant to the 1994 Non-Employee Directors Stock Plan and no further grants shall be made under such other plan. Options granted under the Plan will be non-qualified stock options which will be subject to the following terms and conditions:

(a) Exercise Price. The exercise price per share of Stock purchasable under an Option will be equal to 100% of the Fair Market Value of Stock on the date of grant of the Option; provided, however, that the exercise price per share of Stock purchasable under Options granted upon commencement of the IPO shall be the IPO price.

(b) Option Term. Each Option will expire at the earlier of (i) ten years after the date of grant, (ii) 36 months after the Participant ceases to serve as a director of the Company due to death, disability, or retirement at or after age 65, or (iii) 12 months after the Participant ceases to serve as a director of the Company for any reason other than death, disability, or retirement at or after age 65.

(c) Exercisability. Each Option will become exercisable as to 25% of the Option Shares in cumulative installments on the first, second, third and fourth anniversaries of the date of grant, and will thereafter remain exercisable until the Option expires; provided, however, that an Option previously granted to a Participant (i) will be fully exercisable after the Participant ceases to serve as a director of the Company due to death, disability, or retirement at

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or after age 65, and (ii) will be exercisable after the Participant ceases to serve as a director of the Company for any reason other than death, disability, or retirement at or after age 65 only to the extent that the Option was exercisable at the date of such cessation of service.

(d) Method of Exercise. Each Option may be exercised, in whole or in part, at such time as it is exercisable and prior to its expiration by giving written notice of exercise to the Company specifying the Option to be exercised and the number of shares to be purchased, and accompanied by payment in full of the exercise price in cash (including by check) or by surrender of shares of Stock of the Company acquired’ by the Participant at least six months prior to the exercise date and having a Fair Market Value at the time of exercise equal to the exercise price, or a combination of a cash payment and surrender of such Stock.

7. Deferral of Fees in Deferred Stock. Each director of the Company may elect to, or the Board of Directors may require the Directors to, defer fees received in his or her capacity as a director (including annual retainer fees and fees for service on committees or as chairman thereof) under the terms and conditions set forth in this Section 7, provided that such director is eligible under Section 5 hereof to defer fees at the date any such fee is otherwise payable.

(a) Deferral Elections. If the Board of Directors has not required the Directors to defer fees, each director who elects to defer fees for any calendar year must file an irrevocable written deferral election with the Vice President—Human Resources of the Company or other designated employee of the Company no later than the August 28 of the preceding year, and any newly elected or appointed director may file such election not later than 30 days after the date of such election or appointment. Any election of the director shall be deemed to be continuing and therefore applicable to subsequent Plan years unless the director revokes or changes such election by filing a new election form. The election to defer must specify the following:

(i) A percentage, not to exceed 100%, of the Participant’s fees for the year to be deferred under the Plan;

(ii) Whether dividend equivalents on amounts credited to the Participant’s deferral account will be paid directly to the Participant or credited to his or her deferral account and deemed to be reinvested in Deferred Stock; and

(iii) The period during which payment will be deferred.

In the event directors’ fees are increased during any year, a Participant’s deferral elections in effect for such year will apply to the amount of such increase.

(b) Crediting of Amounts to Deferral Account. The Company will establish a deferral account for each Participant for whom fees are deferred under this Section 7 and will credit such deferral account with an amount, expressed as Deferred Stock, equal to the number of shares of Stock having an aggregate Fair Market Value at the date the deferred fees would have otherwise been payable equal to the amount of such fees deferred. The amount of Deferred Stock so credited shall include fractional shares carried to three decimal places. The foregoing

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notwithstanding, if any deferral occurs less than six months after the Participant filed the irrevocable election with respect to such deferral, the amount deferred shall be credited to the Participant’s deferral account as cash, accruing deemed interest thereon at the Applicable Federal Rate promulgated under Section 1274(d) of the Code for short-term loans with semiannual compounding, until the date six months plus one day after the date of the irrevocable election, at which time the deferral account will be credited with an amount, expressed as Deferred Stock, equal to the number of shares of Stock having an aggregate Fair Market Value at that date equal to the cash amount plus interest then credited to the deferral account (and such cash credits will be eliminated).

(c) Payment or Crediting of Dividend Equivalents. Whenever dividends are paid or distributions made with respect to Stock, a Participant shall be entitled to be paid an amount equal in value to the amount of the dividend paid or property distributed on a single share of Stock multiplied by the number of shares of Deferred Stock (including fractions) credited to his or her deferral account as of the record date for such dividend or distribution. Such dividend equivalents shall, in accordance with the Participant’s election under Section 7(a), either be paid directly to the Participant or credited to the Participant’s deferral account as an amount, in shares of Deferred Stock, equal to the number of shares of Stock having an aggregate Fair Market Value at the payment date of the dividend or distribution equal to value of such dividend equivalents.

(d) Vesting. The interest of each Participant in any benefit payable with respect to a deferral account hereunder shall be at all times fully vested and non-forfeitable.

(e) Designation of Beneficiary. Each Participant may designate one or more beneficiaries to receive the amounts distributable from the Participant’s deferral account under the Plan in the event of such Participant’s death, on forms provided by the Vice President—Human Resources or other designated employee of the Company. The Company may rely upon the beneficiary designation last filed in accordance with the terms of the Plan.

(f) Settlement of Deferral Account. The Company will settle the Participant’s deferral account by delivering to the Participant (or his or her beneficiary) the number of shares of Stock equal to the number of whole shares of Deferred Stock then credited to the deferral account (or a specified portion in the event of any partial settlement), with cash to be paid in lieu of any fractional share retaining at a time that less than one whole share of Deferred Stock is credited to such deferral account.

8. Adjustment Provisions. In the event any recapitalization, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of shares or other securities of the Company, stock split or reverse split, extraordinary dividend having a value in excess of 150% of the quarterly dividends paid during the preceding l2-month period, liquidation, dissolution, or other similar corporate transaction or event affects Stock such that an adjustment is determined by the Board of Directors to be appropriate in order to prevent dilution or enlargement of Participants’ rights under the Plan, then the Board of Directors will, in a manner that is proportionate to the change to the Stock and is otherwise equitable, adjust (i) any or all of the number or kind of shares of Stock reserved for issuance under the Plan, (ii) the number or kind

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of shares of Stock to be subject to each automatic grant of Options under Section 6, (iii) the number and kind of shares of Stock issuable upon exercise of outstanding Options, and/or the exercise price per share thereof (provided that no fractiona1 shares will be issued upon exercise of any Option), and (iv) the number of kind of shares of Stock to be delivered upon settlement of deferral accounts under Section 7. The foregoing notwithstanding, no adjustment may be made hereunder except as shall be necessary to maintain the proportionate interest of a Participant under the Plan and to preserve, without exceeding, the value of outstanding Options and Deferred Stock and potential grants of Options and Stock. If at any date an insufficient number of shares are available for the automatic grant of Options or the deferral of fees at that date, Options will first be automatically granted under Section 6 proportionately to Participants, to the extent shares are available, and then, if any shares remain, fees will be deferred in the form of Deferred Stock proportionately among Participants under Section 7, to the extent shares are available.

9. Changes to the Plan. The Board of Directors may amend, alter, suspend, discontinue, or terminate the Plan or authority to grant Options or defer fees in the form of Deferred Stock under the Plan without the consent of stockholders or Participants, except that any such action will be subject to the approval of the Company’s stockholders at the next annual meeting of stockholders having a record date after the date such action was taken if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, or if the Board of Directors determines in its discretion to seek such stockholder approval; provided, however, that, without the consent of an affected Participant, no such action may impair the rights of such Participant with respect to any previously granted Option or any previous deferral under the Plan.

10. General Provisions.

(a) Consideration for Grants; Agreements. Options will be granted under the Plan in consideration of the services of Participants and, except for the payment of the exercise price in the case of an Option, no other consideration shall be required therefor. Grants of Options will be evidenced by agreements executed by the Company and the Participant containing the terms and conditions set forth in the Plan together with such other terms and conditions not inconsistent with the Plan as the Board of Directors may from time to time approve.

(b) Compliance with Laws and Obligations. The Company will not be obligated to issue or deliver Stock in connection with any Option or settlement of any deferral account in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any state securities law, any requirement under any listing agreement between the Company and any national securities exchange or automated quotation system, or subject to any other law, regulation, or contractual obligation, until the Company is satisfied that such laws, regulations, and other obligations of the Company have been complied with in full. Certificates representing shares of Stock delivered under the Plan will be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations, and other obligations of the Company, including any requirement that a legend or legends be placed thereon.

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(c) Non-transferability. Options, Deferred Stock, and any other right under the Plan that may constitute a “derivative security” as generally defined in Rule 16a-1(c) under the Exchange Act will not be transferable by a Participant except by will or the laws of descent and distribution (or to a designated beneficiary in the event of a Participant’s death), and will be exercisable during the lifetime of a Participant only by such Participant or his or her guardian or legal representative.

(d) Continued Service as an Employee. If a Participant ceases serving as a director and, immediately thereafter, he is employed by the Company or any subsidiary, then, solely for purposes of Sections 6(b) and (c) of the Plan, such Participant will not be deemed to have ceased service as a director at that time, and his or her continued employment by the Company or any subsidiary will be deemed to be continued service as a director; provided, however, that such former director will not be eligible for additional grants of Options or deferrals under the Plan.

(e) No Right to Continue as a Director. Nothing contained in the Plan or any agreement hereunder will confer upon any Participant any right to continue to serve as a director of the Company.

(f) No Stockholder Rights Conferred. Nothing contained in the Plan or any agreement hereunder will confer upon any Participant any rights of a stockholder of the Company unless and until shares of Stock are in fact issued to such Participant upon the valid exercise of an Option or delivered upon settlement of deferral accounts under Section 7.

(g) Governing Law. The validity, construction, and effect of the Plan and any agreement hereunder will be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable federal law.

11. Effective Date and Duration of Plan. The Plan will be effective at such time as the Plan is adopted and approved by the Board of Directors of the Company. Unless earlier terminated by action of the Board of Directors, the Plan will remain in effect until such time as no Stock remains available for issuance under the Plan and the Company has no further rights or obligations under the Plan with respect to outstanding Options or Deferred Stock under the Plan.

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EX-5.1

Exhibit 5.1

April 8, 2003

(213) 229-7000 C 03611-00032

(213) 229-7520

K2 Inc.

2051 Palomar Airport Road

Carlsbad, CA 92009

Re: Registration Statement on Form S-8 Regarding the Rawlings Sporting Goods Company, Inc. 2000 Non-Employee Directors’ Stock Plan

Ladies and Gentlemen:

We have acted as counsel to K2 Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended (the “Act”), of 130,560 shares of Common Stock, par value $1.00 (the “Shares”), of the Company (the “Common Stock”), subject to issuance by the Company upon exercise of options granted under the Rawlings Sporting Goods Company, Inc. 2000 Non-Employee Directors’ Stock Plan (the “Plan”) assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of December 15, 2002, among the Company, Lara Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Rawlings Sporting Goods Company, Inc., a Delaware corporation.

We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies.

Based on our examination mentioned above, subject to the assumptions stated above and relying on the statements of fact contained in the documents that we have examined, we are of the opinion that (i) the issuance by the Company of the Shares has been duly authorized and (ii) when issued in accordance with the terms of the Plan, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock.

K2 Inc.

April 3, 2003

Page 2

We are admitted to practice in the State of California, and are not admitted to practice in the State of Delaware. However, we are generally familiar with the General Corporation Law of the State of Delaware (the “DGCL”) as presently in effect and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Delaware corporation. This opinion letter is limited to the current federal laws of the United States, the laws of the State of California and, to the limited extent set forth above, the DGCL, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations of the Securities and Exchange Commission.

Very truly yours,

/s/    GIBSON, DUNN & CRUTCHER LLP

Gibson, Dunn & Crutcher LLP

EX-23.2

Exhibit 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8) dated April 11, 2003 pertaining to the Rawlings Sporting Goods Company, Inc. 2000 Non-Employee Directors’ Stock Plan of our report dated February 20, 2003, except for Note 7 and Note 16 as to which the date is March 26, 2003, with respect to the consolidated financial statements and schedules of K2 Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Los Angeles, California

April 11, 2003