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 (Date of earliest event reported): January 21, 2005

K2 INC.

(Exact name of registrant as specified in its charter)

Delaware	1-4290	95-2077125
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2051 Palomar Airport Road Carlsbad, California	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.)

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 under the Exchange Act (17 CFR 240.14a-12)

¨ 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))

Item 8.01 Other Events.

On January 21, 2005, K2 Inc. issued a press release announcing the expiration of an exchange offer with respect to its 7 ³/8 Senior Notes due 2014. A copy of K2 Inc.’s press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

(c)     Exhibits:

Exhibit Number	Reference
99.1	Press Release dated January 21, 2005

SIGNATURES

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.

	K2 INC.
Date: January 21, 2005	/s/ MONTE H. BAIER
	Monte H. Baier
	Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated January 21, 2005.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contacts:        Dudley W. Mendenhall, 760-494-1000     or     Integrated Corporate Relations, Inc.     Investor Relations:     Andrew Greenebaum/Chad Jacobs     (310) 395-2215/ (203) 222-9013     Media Relations:     John Flanagan/Mike Fox     (203) 222-9013 K2 Inc. Announces Expiration of Exchange Offer Carlsbad, California – January 21, 2005. K2 Inc. (NYSE: KTO) announced today that its previously announced exchange offer to exchange up to $200,000,000 of its 7 ³/8% Senior Notes due 2014, Series A, for an equal amount of its outstanding 7 ³/8% Senior Notes due 2014, Series B, expired on January 21, 2005. All of the outstanding $200,000,000 of the Series A Notes were tendered in the exchange. The exchange offer is described in detail in a prospectus relating to the Senior Notes dated December 15, 2004 and is made on the terms and conditions set forth in the prospectus. The prospectus may be accessed electronically through the Web site maintained by the Securities and Exchange Commission at http://www.sec.gov or may be obtained by contacting K2 Inc. About K2 Inc. K2 Inc. is a premier, branded consumer products company with a portfolio of leading brands including Rawlings^®, Worth^®, Shakespeare^®, Pflueger^®, Brass Eagle^®, Stearns^®, K2^®, Volkl^®, Ride^®, Marmot^®, Ex Officio^® and Marker^®. K2’s diversified mix of products is used primarily in team and individual sports activities such as baseball, softball, fishing, paintball, watersports activities, alpine skiing, snowboarding, in-line skating and mountain biking. Among K2’s other branded products are Planet Earth^® apparel, Adio^® and Hawk^® skateboard shoes, Tubbs^® and Atlas^® snowshoes, JT^® and Worr Games^® paintball products and Dana Design^® backpacks. Rawlings^®, Worth^®, Shakespeare^®, Pflueger^®, Brass Eagle^®, Stearns^®, K2^®, Volkl^®, Ride^®, Marmot^®, Ex Officio^®, Marker^®, Planet Earth^®, Adio^®, Hawk^® skateboard shoes, Tubbs^®, Atlas^®, JT^®, Worr Games^®, and Dana Designs^®, are trademarks or registered trademarks of K2 Inc. or its subsidiaries in the United States or other countries.