-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JWL8ESTO8FVjL7fbGpfDpF1z5sxa3Y63pfzNQeMyYve22j5cLtXGFBfkdfDT4DQG SyBmgNXNa4Om/E155D99/A== 0001157523-03-007235.txt : 20031211 0001157523-03-007235.hdr.sgml : 20031211 20031211140541 ACCESSION NUMBER: 0001157523-03-007235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031211 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: K SWISS INC CENTRAL INDEX KEY: 0000862480 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 954265988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18490 FILM NUMBER: 031049235 BUSINESS ADDRESS: STREET 1: 31248 OAK CREST DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8187065100 MAIL ADDRESS: STREET 1: 31248 OAK CREST DR CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 8-K 1 a4533007.txt K-SWISS 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 Act of 1934 Date of Report (Date of earliest event reported) December 11, 2003 K-SWISS INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-18490 95-4265988 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 31248 Oak Crest Drive, Westlake Village, CA 91361 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip code) 818-706-5100 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Item 5. Other Events and Regulation FD Disclosure. On December 11, 2003, K-Swiss Inc. (the "Company") announced its stockholders approved a proposal to increase the number of authorized Class A Common Stock and Class B Common Stock and its Board of Directors declared a two-for-one stock split of the Class A and Class B Common Stock. The stock split will be effected by way of a one hundred percent (100%) stock dividend whereby one additional share of Class A Common Stock and one additional share of Class B Common Stock will be issued for each share of Class A Common Stock and Class B Common Stock held, respectively. The Board of Directors also approved an increase in the Company's quarterly cash dividend payable on Class A and Class B Common Stock to $0.02 per share, on a split-adjusted basis. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit -------------- ---------------------- 99.1 Press release issued December 11, 2003. 2 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 thereunto duly authorized. K-Swiss Inc. Date: December 11, 2003 By: /s/ GEORGE POWLICK ------------------------------- George Powlick, Vice President Finance and Chief Financial Officer and Director 3 EXHIBIT INDEX ------------- Exhibit Description - ------- ----------- 99.1 Press Release dated December 11, 2003. 4 EX-99 3 a4533007ex99.txt EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 K-Swiss Receives Stockholder Approval for Increase in Share Authorization; Board Declares Two-for-One Stock Split and 100% Increase in Quarterly Dividend WESTLAKE VILLAGE, Calf.--(BUSINESS WIRE)--Dec. 11, 2003--K-Swiss Inc. (NASDAQ/NM:KSWS) announced that, at a special meeting of stockholders held earlier today, the Company's stockholders approved an increase of authorized shares of the Company's Class A and Class B Common Stock from 36 and 10 million shares to 90 and 18 million shares, respectively. The Company also announced that its Board of Directors has declared a two-for-one split of the Company's Class A and Class B common stock for stockholders of record on December 22, 2003. The Company expects that its outstanding Class A common stock will begin to trade on a split-adjusted basis on December 31, 2003. On a split-adjusted basis, the Company will have approximately 26,755,000 shares of Class A and 8,683,000 shares of Class B outstanding. The Board of Directors also approved a 100% increase in the Company's cash dividend effective with the 2003 fourth quarter dividend. On a split-adjusted basis, the cash dividend will be increased from the annual rate of $0.04 per share to $0.08 per share. The quarterly cash dividend of $0.02 per share will be payable on January 15, 2004, to stockholders of record as of December 31, 2003. Steven Nichols, Chairman of the Board and President of K-Swiss, stated, "We are pleased that our financial performance has enabled us to increase the quarterly dividend for the fourth time in the last five years as well as splitting our stock for the third time in the last five years. This dividend increase reflects K-Swiss' ongoing commitment to maximizing our stockholders' investment and the confidence we have in the continued growth of K-Swiss." K-Swiss Inc. designs, develops and markets an array of athletic footwear for high performance sports use, fitness activities and casual wear under the K-Swiss brand. The Company also designs and manufactures footwear under the Royal Elastics and National Geographic brands. Royal Elastics, a wholly owned subsidiary, is the leading innovator of slip-on, laceless footwear. National Geographic Footwear, under an exclusive license from the National Geographic Society, offers outdoor-oriented and casual footwear. CONTACT: K-Swiss Inc., Westlake Village George Powlick, 818-706-5100 -----END PRIVACY-ENHANCED MESSAGE-----