-----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, BTxtGKXfQDIOlG5cSKCjtCxzT1v/i5gsxCYnnlTwkxx6Q/N4QAN1eXHVJvNP1W6b x3W0faQUG0uY7v/QK3LZ5Q== 0001157523-04-010287.txt : 20041103 0001157523-04-010287.hdr.sgml : 20041103 20041103161028 ACCESSION NUMBER: 0001157523-04-010287 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041103 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041103 DATE AS OF CHANGE: 20041103 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: 041116554 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 a4757548.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 EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 3, 2004 K-Swiss Inc. (Exact name of registrant as specified in its charter) DELAWARE 0-18490 95-4265988 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |X| 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 On November 3, 2004, K-Swiss Inc. issued a press release announcing a Special Meeting of Stockholders. The record date is November 10, 2004 and the meeting date is December 15, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable (b) Not applicable (c) Exhibits: Exhibit Number Description of Exhibit -------------- ---------------------- 99.1 Press release issued November 3, 2004. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. K-SWISS INC. Date: November 3, 2004 By: /s/ George E. Powlick ---------------------------------------------- Name: George E. Powlick Title: Vice President-Finance, Chief Operating Officer and Chief Financial Officer 3 INDEX TO EXHIBITS No. Description 99.1 Press release issued November 3, 2004. 4 EX-99.1 2 a4757548ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 K-Swiss Sets Special Stockholders Meeting Date WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--Nov. 3, 2004--K-Swiss Inc. (NASDAQ/NM: KSWS) today announced that the Board of Directors has called a special meeting of stockholders to be held on December 15, 2004, to seek stockholder approval for an amendment to the Company's 1999 Stock Incentive Plan to increase the number of shares subject thereto from 3,600,000 to 4,600,000 and to approve and ratify the Company's 1999 Stock Incentive Plan, as amended and restated. The Company will also seek stockholder approval for the Company's Economic Value Added Bonus Plan, as amended, to comply with Section 162(m) of the Internal Revenue Code. Stockholders of record as of November 10, 2004, will be entitled to notice of and the right to vote at the special meeting. 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. Important Information For Investors And Stockholders: K-Swiss Inc. has filed a preliminary proxy statement and will file a definitive version of such document with the Securities and Exchange Commission (the "SEC"). INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSALS SET FORTH ABOVE. INVESTORS AND STOCKHOLDERS WILL HAVE ACCESS TO FREE COPIES OF THE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED WITH THE SEC BY THE COMPANY THROUGH THE SEC WEB SITE AT WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE (WHEN AVAILABLE) FROM THE COMPANY BY DIRECTING A REQUEST TO THE COMPANY'S SECRETARY AT 31248 OAK CREST DRIVE, WESTLAKE VILLAGE, CALIFORNIA 91361. The Company and its directors and executive officers may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed matters. Information regarding such persons is set forth in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2003, filed with the SEC on February 5, 2004, and proxy statement for its 2003 annual meeting of stockholders filed with the SEC on April 5, 2004. Additional information regarding such persons and a description of their direct and indirect interests in the Company are set forth in the proxy statement. CONTACT: K-Swiss Inc., Westlake Village George Powlick, 818-706-5100 -----END PRIVACY-ENHANCED MESSAGE-----