8-K 1 c73615e8vk.txt FORM 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 16, 2002 RAWLINGS SPORTING GOODS COMPANY, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 0-24450 43-1674348 --------------------------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 1859 Intertech Drive, Fenton, Missouri 63026 --------------------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (636) 349-3500 ----------------------------- ITEM 5. OTHER EVENTS. On December 16, 2002, Rawlings Sporting Goods Company, Inc. (the "Company"), announced that it had entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 15, 2002, by and among K2 Inc., the Company and Lara Acquisition Sub, pursuant to which the Company agreed to merge with a wholly owned subsidiary of K2 Inc. subject to the terms and conditions described in the Merger Agreement. A copy of the Company's press release announcing the execution of the Merger Agreement, dated December 16, 2002, is filed as an exhibit to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: Exhibit 2.1 Agreement and Plan of Merger, dated as of December 15, 2002, among K2 Inc., Rawlings Sporting Goods Company, Inc. and Lara Acquisition Sub Exhibit 99.1 Press Release dated December 16, 2002. 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. RAWLINGS SPORTING GOODS COMPANY, INC. Date: December 16, 2002 By: /s/ Stephen M. O'Hara ------------------------------- Stephen M. O'Hara Chairman and Chief Executive Officer 2 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 Agreement and Plan of Merger, dated as of December 15, 2002, among K2 Inc., Rawlings Sporting Goods Company, Inc. and Lara Acquisition Sub 99.1 Press Release dated December 16, 2002.