-----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, ASIuuSLAPQDvvsSgXtOat70G4bAhDmhFj2veEji90xY2JEOhvft9uNhSWU82KV5K h2PNkyAqDE8dPxYyBvQRAA== 0001193125-05-111401.txt : 20050519 0001193125-05-111401.hdr.sgml : 20050519 20050519144152 ACCESSION NUMBER: 0001193125-05-111401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050519 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 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: 05844465 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 d8k.htm FORM 8-K Form 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) May 19, 2005

 


 

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, former address and former fiscal year, 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

 

K-Swiss Inc. (the “Company”) today issued a press release announcing that the Company’s Board of Directors had declared a quarterly cash dividend of $0.05 per share for the second quarter ending June 30, 2005, increasing its second quarter cash dividend for the second quarter by 100%. The dividend is payable on July 15, 2005 to stockholders of record as of June 30, 2005. This press release is attached as Exhibit 99.1.

 

The Company is also announcing the following results from its 2005 Annual Meeting of Stockholders held on May 19, 2005. At the meeting, the following directors were elected to serve until the 2006 Annual Meeting of Stockholders or until their successors have been duly elected and qualified:

 

Class A Directors


 

Class B Directors


David Lewin

  Steven Nichols

Mark Louie

  George Powlick
    Lawrence Feldman
    Stephen Fine
    Martyn Wilford

 

Of the 24,540,114 shares of Class A Common Stock represented at the meeting, the Class A Directors named above were elected with the following votes:

 

     Number of Votes Received

Name


   For

   Withheld

David Lewin

   16,928,434    7,611,680

Mark Louie

   24,089,847    450,267

 

Of the 8,378,128 shares of Class B Common Stock represented at the meeting, the Class B Directors named above were elected with the following votes:

 

     Number of Votes Received

Name


   For

   Withheld

Steven Nichols

   83,781,280    —  

George Powlick

   83,781,280    —  

Lawrence Feldman

   83,781,280    —  

Stephen Fine

   83,781,280    —  

Martyn Wilford

   83,781,280    —  

 

Also at the meeting, the Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent auditor.

 

Of the 24,540,114 shares of Class A Common Stock and 8,378,128 shares of Class B Common Stock represented at the meeting the ratification of the appointment of Grant Thornton LLP as the Company’s independent auditor received the following votes (with each share of Class A Common Stock entitled to one vote and each share of B Common Stock entitled to 10 votes):

 

     Number of
Votes Received


For

   108,306,898

Against

   11,261

Abstain

   3,235

 

No other matters came before the meeting.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(c) Exhibits

 

99.1 Press Release dated May 19, 2005

 

 

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: May 19, 2005   By:  

/s/ GEORGE POWLICK


        George Powlick
       

Vice President Finance, Chief Operating

Officer, Chief Financial Officer and Director

 

 

3


EXHIBIT INDEX

 

Exhibit

Number


  

Description


99.1    Press Release dated May 19, 2005

 

 

4

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

Contact: George Powlick

Chief Financial Officer

(818) 706-5100

 

K-SWISS INCREASES SECOND QUARTER CASH DIVIDEND BY 100%

 

WESTLAKE VILLAGE, Ca. (May 19, 2005) — K-Swiss Inc. (NASDAQ/NM: KSWS) announced that the Board of Directors has declared a quarterly cash dividend of $0.05 per share for the second quarter ending June 30, 2005. The dividend, which equates to an annualized rate of $0.20 per share, is payable on July 15, 2005, to stockholders of record as of June 30, 2005.

 

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 brand. Royal Elastics, a wholly owned subsidiary, is the leading innovator of slip-on, laceless footwear.

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