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 (Date of earliest event reported): December 11, 2003

K2 INC.

(Exact name of the registrant as specified in its charter)

Delaware	1-4290	95-2077125
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2051 PALOMAR AIRPORT ROAD, CARLSBAD, CA	92009
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (760) 494-1000

N/A

(Former name or former address, if changed since last report)

Item 2. Acquisition or Disposition of Assets.

On December 16, 2003, K2 Inc. (the “Company”) announced that it had completed the merger of Brass Eagle Inc. (“Brass Eagle”) with a wholly-owned subsidiary of the Company pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of October 22, 2003, by and among the Company, Brass Eagle and Cabe Acquisition Sub, Inc. (“Acquisition Sub”).

Pursuant to the Merger Agreement, the Company commenced an offer to exchange each outstanding share of common stock of Brass Eagle for 0.6036 of a share of common stock, par value $1.00 per share, of the Company (the “Offer”). The Offer expired at 12:00 midnight, New York City time, on Monday, December 8, 2003. At approximately 12:06 a.m., New York City time, on Tuesday, December 9, 2003, the Company accepted for purchase all shares of common stock validly tendered and not withdrawn prior to the expiration of the Offer. At the expiration of the Offer, 7,167,751 shares of common stock were validly tendered and not withdrawn, representing approximately 95.7% of the outstanding common stock, and 4,326,454 shares of the Company’s common stock were exchanged in the Offer for such validly tendered and not withdrawn shares of common stock. On Thursday, December 11, 2003, the Company caused Acquisition Sub to merge with and into Brass Eagle (the “Merger”), pursuant to which Brass Eagle survived as a wholly-owned subsidiary of the Company. In connection with the Merger, each outstanding share of Common Stock of the Issuer was automatically converted into the right to receive 0.6036 of a share of common stock, par value $1.00 per share, of the Company and, assuming no appraisal rights are exercised, an additional 194,774 shares of the Company’s common stock were issued in the Merger.

A copy of the Company’s press release, dated December 16, 2003, is filed as an exhibit to this Current Report on Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits. The following exhibits are filed with this report on Form 8-K:

Exhibit No.	Description
99.1	Press Release, dated December 16, 2003.

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SIGNATURES

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

Date: December 23, 2003	K2 INC.
	By:	/s/    MONTE H. BAIER
		Monte H. Baier Vice President and General Counsel

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE

[K2 LOGO]	Contacts:	K2 Inc.
		Dudley W. Mendenhall, 760-494-1000
		or
		Integrated Corporate Relations
		Investor Relations:
		Chad A. Jacobs or James Palczynski, 203-222-9013
		Media Relations:
		John Flanagan or Mike Fox, 203-222-9013

K2 ANNOUNCES COMPLETION OF

BRASS EAGLE MERGER

Carlsbad, Calif. – December 16, 2003 – K2 Inc. (NYSE: KTO) announced today the consummation of the merger of Brass Eagle Inc. (NASDAQ NM: XTRM) with a wholly-owned subsidiary of K2. As a result of the merger, Brass Eagle is now a wholly-owned subsidiary of K2.

In the merger, each outstanding share of Brass Eagle common stock (other than shares owned by K2 as a result of its exchange offer and shares for which appraisal is sought under applicable Delaware law) was converted into the right to receive 0.6036 of a share of K2 common stock (including the associated preferred share purchase rights). The merger allowed K2 to acquire the remaining shares of Brass Eagle common stock that were not tendered into K2’s exchange offer. The merger consideration is the same as paid per share of Brass Eagle common stock in the exchange offer. On December 9, 2003, K2 accepted for exchange 7,167,751 shares of Brass Eagle common stock that were tendered into the exchange offer and, as a result, K2 became the owner of approximately 95.7% of the outstanding shares of Brass Eagle common stock.

Within the next few days, Computershare Trust Company, Inc. will mail to former Brass Eagle stockholders that did not tender in the exchange offer materials to be used for exchanging their Brass Eagle stock certificates for the merger consideration. Former Brass Eagle stockholders are urged to read these materials in full, as they will contain important information regarding their rights and the merger.

About K2 Inc.

K2 Inc. is a premier, branded consumer products company with a primary focus on sporting goods and other recreational products as well as certain niche industrial products. K2’s portfolio of leading brands includes Rawlings, Worth, Shakespeare, Pflueger, Stearns, K2, Ride, Olin, Morrow, Tubbs and Atlas. K2’s diversified mix of products is used primarily in team and individual sports activities such as baseball, softball, fishing, watersports activities, alpine skiing, snowboarding, in-line skating, snowshoeing and mountain biking. Among K2’s other recreational products are Dana Design backpacks, Planet Earth apparel, Adio and Hawk skateboard shoes, and Rawlings team sports. K2 also manufacturers and markets Shakespeare extruded fishing lines and monofilaments, and marine antennas and marine accessories.

FORWARD LOOKING STATEMENTS:

This news release includes forward-looking statements. K2 cautions that these statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including but not limited to the company’s ability to complete the merger and successfully integrate the two companies, global economic conditions, product demand, financial market performance and other risks described in K2’s and Brass Eagle’s annual reports on Form 10-K for the year ended December 31, 2002 and other filings with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date hereof and K2 and Brass Eagle disclaim any intent or obligation to update such statements.