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As filed with the Securities and Exchange Commission on April 2, 2001
Registration Statement No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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K2 DIGITAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3886065
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
30 BROAD STREET, 16TH FLOOR
NEW YORK, NY 10004
(212) 301-8800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
LYNN FANTOM, PRESIDENT
K2 DIGITAL, INC.
30 BROAD STREET, 16TH FLOOR
NEW YORK, NY 10004
(212) 301-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to be sent to:
DAVID M. WARBURG, ESQ.
BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP
120 WEST 45TH STREET
NEW YORK, NY 10036
(212) 944-1515
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement and from
time to time thereafter.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/: Registration statement No.
333-52196
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount Of
Title of Shares To Be Price Offering Registration
To Be Registered Registered Per Unit(1) Price(1) Fee
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Common Stock, $.01 par value 822,353(2) $0.36 $296,047.08 $74.01
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c) based on the average of the high and low reported
sales price on the Nasdaq SmallCap Market on March 30, 2001.
(2) Represents 822,353 additional shares to be registered pursuant to Rule
462(b) on this Post-Effective Amendment No. 1 to the Registrant's Registration
Statement No. 333-52196.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b)
("Rule 462(b)") under the Securities Act of 1933, as amended (the "Securities
Act"), and includes the registration statement facing page, this page, the
signature page, an exhibit index, a legal opinion and related consent and
accountant's consent. Pursuant to Rule 462(b), the contents of the Registration
Statement on Form S-3 (File No. 333-52196) of K2 Digital, Inc., including the
exhibits thereto, are incorporated by reference into this registration
statement.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and authorized this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York on the 30th day of March, 2001.
K2 DIGITAL, INC.
By: /S/ LYNN FANTOM
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Lynn Fantom, President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by or on behalf of the
following persons in the capacities and on the dates stated:
SIGNATURE TITLE DATE
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/s/ Lynn Fantom March 30, 2001
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Lynn Fantom President, Chief Executive Officer
and Director (Principal Executive
Officer)
/s/ Matthew G. de Ganon
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Matthew G. de Ganon Chairman of the Board
/s/ Gary Brown March 30, 2001
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Gary Brown Acting Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ Douglas E. Cleek March 30, 2001
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Douglas E. Cleek Executive Vice President and Director
/s/ Lynn Fantom* March 30, 2001
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David R. Sklaver Director
/s/ Lynn Fantom* March 30, 2001
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Steven N. Goldstein Director
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Scott Munro Director
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* Pursuant to Power of Attorney
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EXHIBIT INDEX
4.1.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 filed with the Registrant's Registration
Statement on Form SB-2, as filed on May 22, 1996 (Registration No.
333-04319)).
4.1.2 Certificate of Amendment to the Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1(a) filed with the
Registrant's Registration Statement on Form SB-2A, as filed on July 17,
1996 (Registration No. 333-04319)).
4.2.1 By-laws of the Registrant (incorporated by reference to Exhibit 3.2
filed with the Registrant's Registration Statement on Form SB-2, as
filed on May 22, 1996 (Registration No. 333-04319)).
4.2.2 Amended By-laws of the Registrant (incorporated by reference to Exhibit
3.2(b) filed with the Registrant's Registration Statement on Form
SB-2A, as filed on July 17, 1996 (Registration No. 333-04319)).
5.1 Opinion of Brown Raysman Millstein Felder & Steiner LLP.
10.1 Common Stock Purchase Agreement dated as of December 11, 2000 between
the Company and Fusion Capital Fund II, LLC (incorporated by reference
to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K,
as filed on December 19, 2000).
10.2 Form of Registration Rights Agreement (incorporated by reference to
Exhibit 10.2 filed with the Registrant's Current Report on Form 8-K, as
filed on December 19, 2000).
23.1 Consent of Brown Raysman Millstein Felder & Steiner LLP (included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24. Power of Attorney