0001193125-13-045813.txt : 20130208 0001193125-13-045813.hdr.sgml : 20130208 20130208142437 ACCESSION NUMBER: 0001193125-13-045813 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41260 FILM NUMBER: 13586221 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLS STEVEN B CENTRAL INDEX KEY: 0000903412 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 20664 BAHAMA STREET CITY: CJATSWORTH STATE: CA ZIP: 91311 SC 13G/A 1 d472500dsc13ga.htm AMENDMENT NO. 20 TO SCHEDULE 13G Amendment No. 20 to Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 20)*

 

 

 

K-Swiss Inc.

(Name of issuer)

 

 

 

Class A Common Stock, $.01 par value

(Title of class of securities)

 

482686102

(CUSIP number)

 

December 31, 2012

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

Page 1 of 5 pages


 

CUSIP No.    482686102

 

  13G   PAGE 2 OF 5 PAGES
  (1)   

Names of reporting persons

 

Steven B. Nichols

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with:

   (5)    

Sole voting power

 

    7,670,456

   (6)   

Shared voting power

 

    0

   (7)   

Sole dispositive power

 

    7,670,456

   (8)   

Shared dispositive power

 

    0

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

    7,670,456 (1)

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

    ¨

(11)

 

Percent of class represented by amount in Row (9)

 

    21.8%

(12)

 

Type of reporting person (see instructions)

 

    IN

*SEE INSTRUCTION BEFORE FILLING OUT!

 

(1) All shares beneficially owned by the Reporting Person are subject to the Support Agreement entered into on January 16, 2013, by and among the Reporting Person, the other stockholders party thereto, E-Land World Limited and Ian Acquisition Sub, Inc. in connection with the entry by K-Swiss Inc. into that certain Agreement and Plan of Merger, dated January 16, 2013, with E-Land World Limited and Ian Acquisition Sub, Inc. A copy of the Support Agreement was filed with the Securities and Exchange Commission under cover of Form 8-K by K-Swiss Inc. on January 17, 2013.

 

Page 2 of 5 pages


SCHEDULE 13G

 

Item 1 (a) Name of Issuer

 

       K-Swiss Inc.

 

Item 1 (b) Address of Issuer’s Principal Executive Offices

 

       31248 Oak Crest Drive
       Westlake Village, CA 91361

 

Item 2 (a) Name of Person Filing

 

       Steven B. Nichols

 

Item 2 (b) Address of Principal Business Office

 

       c/o K-Swiss Inc.
       31248 Oak Crest Drive
       Westlake Village, CA 91361

 

Item 2 (c) Citizenship

 

       United States

 

Item 2 (d) Title of Class of Securities

 

       Class A Common Stock, $.01 par value (“Class A Common Stock”). As described in Item 4(b), a portion of the shares of Class A Common Stock are represented by shares of Class B Common Stock. The Class B Common Stock is not registered under Section 12 of the Exchange Act of 1934, as amended (the “Act”), but each share of Class B Common Stock is freely convertible into one share of Class A Common Stock of K-Swiss Inc. at the option of the Class B stockholder. The Class A Common Stock is registered under Section 12 of the Act.

 

Item 2 (e) CUSIP Number

 

       482686102

 

Item 3 To be filled out if this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

       Not Applicable.

 

 

Page 3 of 5 pages


Item 4 Ownership

 

       (a) Amount Beneficially Owned:
       7,670,456

 

       (b) Percent of Class:

 

       7,388,930 of the shares of Class A Common Stock beneficially owned by the Reporting Person represent shares of Class B Common Stock owned by the Nichols Family Trust (the “Trust”) and 90,200 of the shares are Class A Common Stock owned by the Trust, of which the Reporting Person serves as co-trustee. 63,232 of the shares of Class A Common Stock beneficially owned by the Reporting Person represent shares of Class B Common Stock held by a trust for the benefit of an individual related to the Reporting Person (“Trust 2”), of which the Reporting Person also serves as trustee. 1,427 of the shares of Class A Common Stock beneficially owned by the Reporting Person represent shares owned by a charitable foundation, of which the Reporting Person serves as co-trustee. 126,667 of the shares of Class A Common Stock beneficially owned by the Reporting Person represent shares of Class A Common Stock issuable upon the exercise of options, which options are currently exercisable or exercisable within 60 days after December 31, 2012 (the “Options”). If the shares of Class B Common Stock beneficially owned by the Reporting Person as co-trustee of the Trust and as trustee of Trust 2 were converted into Class A Common Stock, and if all of the Options were exercised, the Reporting Person would beneficially own 21.8% of the outstanding shares of Class A Common Stock.

 

       ( c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote: 7,670,456

 

  (ii) shared power to vote or to direct the vote: 0

 

  (iii) sole power to dispose or to direct the disposition of: 7,670,456

 

  (iv) shared power to dispose or to direct the disposition of: 0

 

Item 5 Ownership of Five Percent or Less of a Class

 

       Not Applicable.

 

Item 6 Ownership of More than Five Percent on Behalf of Another Person

 

       Included in the Reporting Person’s aggregate amount of 7,670,456 shares owned are (i) 7,388,930 shares of Class B Common Stock and 90,200 shares of Class A Common Stock owned by the Trust, (ii) 63,232 shares of Class B Common Stock owned by Trust 2, and (iii) 1,427 shares of Class A Common Stock owned by a charitable foundation.

 

Page 4 of 5 pages


Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

       Not applicable.

 

Item 8 Identification and Classification of Members of the Group

 

       Not applicable.

 

Item 9 Notice of Dissolution of Group

 

       Not applicable.

 

Item 10 Certification.

 

       Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 8, 2013   

/s/ Steven B. Nichols

Steven B. Nichols

 

 

Page 5 of 5 pages