8-K

UNITED STATESSECURITIES 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)  August 2, 2012

K-SWISS INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18490	95-4265988
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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 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 2.02.    Results of Operations and Financial Condition.

On August 2, 2012, K-Swiss Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the three and six months ended June 30, 2012.  A copy of the Company’s press release is attached as Exhibit 99.1 to this report and is incorporated herein by this reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished under Item 2.02 “Results of Operations and Financial Condition.”  Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference in any filing, registration statement or other document filed under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit Number	Description of Exhibit
	99.1	Press Release issued August 2, 2012.

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:	August 2, 2012	By:	/s/ GEORGE POWLICK
		George Powlick,
			Vice President of Finance, Chief Administrative Officer, Chief Financial Officer and Secretary

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release issued August 2, 2012.

4

EX-99.1

Exhibit 99.1

K-SwissReports Second Quarter Results

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--August 2, 2012--K•Swiss Inc. (NASDAQ: KSWS) today announced results for the second quarter ended June 30, 2012. The operations of FORM Athletics are accounted for as a discontinued operation in the Company’s financial results and are excluded from futures orders data for the prior-year periods.

Financial Results

Net loss for the second quarter of 2012 was $11,631,000, or $0.33 per diluted share, compared with a net loss of $20,026,000, or $0.56 per diluted share, for the prior-year period. Net loss for the six months ended June 30, 2012, was $18,337,000, or $0.52 per diluted share, compared with a net loss of $29,868,000, or $0.84 per diluted share, for the six months ended June 30, 2011.

For the second quarter of 2012, total worldwide revenues decreased 31.5% to $44,752,000 compared with $65,297,000 in the prior-year period. Domestic revenues decreased 42.1% to $18,748,000 in the second quarter, and international revenues decreased 20.9% to $26,004,000 for the same period. Total worldwide revenues for the first six months of 2012 decreased 17.2% to $114,070,000 from $137,738,000 for the first six months of 2011. Domestic revenues decreased 37.9% to $39,560,000 in the first half of 2012, and international revenues increased 0.6% to $74,510,000.

Futures Orders

Worldwide futures orders with start ship dates from July to December 2012 decreased 21.8% to $70,283,000 at June 30, 2012, from $89,907,000 the previous year. Domestic futures orders decreased 41.8% to $21,532,000 at June 30, 2012, from $37,016,000 the previous year. International futures orders decreased 7.8% to $48,751,000 at June 30, 2012, from $52,891,000 the previous year.

Steven Nichols, Chairman of the Board and President, stated, “The past several years, domestic K•Swiss has suffered from declining future orders and sales. We have been aggressively addressing these trends with new product initiatives. While there was a positive impact from these initiatives in our June 30, 2012 backlog, it was not evident due to the declining trends in the overall domestic business. We are starting to see some overall positive results in our early domestic K•Swiss first quarter 2013 futures bookings. Additionally, we continue to execute on our focus initiatives for 2012, which are to reduce inventory and costs as well as drive improved performance from our Palladium brand.”

2012 Guidance

For 2012, the Company is presently forecasting full year consolidated revenues to be approximately $215 million to $220 million. Consolidated gross margin is expected to be approximately 36% to 37%. Selling, general and administrative expenses are expected to be about $107 to $109 million.

Investor Conference Call and Web Simulcast

K•Swiss will conduct a conference call on its second quarter 2012 results today, at 11:00 a.m. ET. The number to call for this interactive teleconference is (212) 231-2901. A replay of this conference call will be available until August 9, 2012, by dialing (402) 977-9140 and entering the passcode, 21575276.

The Company will also provide an online Web simulcast and rebroadcast of this conference call. The live broadcast of K•Swiss’ quarterly conference call will be available online at www.streetevents.com and www.earnings.com today, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through August 9, 2012.

Founded more than forty years ago in Van Nuys, California, K•Swiss introduced the first all-leather tennis shoe, the K•Swiss “Classic” in 1966. Since its inception, K•Swiss has rooted itself in California Sport with an aim to be the most inspiring and innovative sports brand in the market. Today the Company offers performance and lifestyle footwear and apparel for several categories under its California Sports umbrella including Tennis Heritage, California Fit (Running, Triathlon and Fitness) and California Youth. K•Swiss also designs, develops and markets footwear under the Palladium brand. For more information about K•Swiss, visit www.kswiss.com.

Certain matters discussed in this press release are subject to certain risks and uncertainties that could cause actual results to differ materially, including, but not limited to: non-achievement of the assumptions discussed herein, general and regional economic conditions, and the Company’s ability to reduce the Company’s operating losses and inventory levels, industry trends, merchandise trends, including market acceptance of the Company’s product offerings, customer demand, competition, the impact of terrorism and/or a potential global conflict on the worldwide economy, dependence on large customers and credit concentrations and order cancellations and reduced sales resulting from a deepening of the current worldwide recession. A complete description of these factors, as well as others which could affect the Company's business concerns related to the Company’s liquidity is set forth in the Company's periodic filings, including its Form 10-Q for the quarter ended June 30, 2012, which is currently on file with the SEC. Futures orders as of any date, represents orders scheduled to be shipped within the next six months. Futures orders as of a certain date do not include orders scheduled to be shipped on or prior to that date. The mix of “futures” and “at-once” orders can vary significantly from quarter to quarter and year to year and, therefore, “futures” are not necessarily indicative of revenues for subsequent periods.

K•Swiss Inc. Consolidated Statements of Loss
(In thousands, except loss per share data)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	(unaudited)						(unaudited)
Revenues	$	44,752		$	65,297		$	114,070		$	137,738
Cost of goods sold		31,207			42,863			74,268			86,782
Gross profit		13,545			22,434			39,802			50,956
Selling, general and administrative expenses		24,863			38,710			56,226			78,263
Operating loss		(11,318	)		(16,276	)		(16,424	)		(27,307	)
Other income		-			-			-			3,000
Interest income/(expense), net		652			(86	)		(43	)		(147	)
Loss before income taxes and discontinued operations		(10,666	)		(16,362	)		(16,467	)		(24,454	)
Income tax expense		965			1,038			1,870			1,562
Loss from continuing operations		(11,631	)		(17,400	)		(18,337	)		(26,016	)
Loss from discontinued operations, less applicable income tax		-			(2,626	)		-			(3,852	)
Net loss	$	(11,631	)	$	(20,026	)	$	(18,337	)	$	(29,868	)
Basic loss per share	$	(0.33	)	$	(0.56	)	$	(0.52	)	$	(0.84	)
Diluted loss per share	$	(0.33	)	$	(0.56	)	$	(0.52	)	$	(0.84	)
Weighted average number of shares outstanding
Basic		35,601			35,475			35,601			35,433
Diluted		35,601			35,475			35,601			35,433

K•Swiss Inc. Condensed Balance Sheets
(In thousands)
	June 30,
	2012		2011
ASSETS	(unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	41,138	$	45,185
Restricted cash and cash equivalents and restricted investments available for sale		750		22,698
Investments available for sale		-		17,730
Accounts receivable, net		31,294		40,401
Inventories, net		74,645		101,120
Prepaid expenses and other current assets		3,271		5,544
Total current assets		151,098		232,678
PROPERTY, PLANT AND EQUIPMENT, NET		18,479		19,663
OTHER ASSETS
Intangible assets		11,433		14,715
Deferred income taxes		2,659		4,730
Other		4,882		10,140
Total other assets		18,974		29,585
	$	188,551	$	281,926
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank lines of credit	$	1,539	$	11,281
Current portion of long-term debt		152		316
Current portion of long-term capital leases		61		-
Trade accounts payable		15,523		28,336
Accrued income taxes payable		931		916
Current portion of contingent purchase price		3,702		-
Accrued liabilities		10,721		12,375
Total current liabilities		32,629		53,224
OTHER LIABILITIES
Long-term debt		-		173
Long-term capital leases		84		-
Contingent purchase price		-		4,148
Other liabilities		8,334		14,907
Total other liabilities		8,418		19,228
STOCKHOLDERS' EQUITY		147,504		209,474
	$	188,551	$	281,926

CONTACT:
K•Swiss Inc.
George Powlick, 818-706-5100
Chief Financial Officer