SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RAWLINGS SPORTING GOODS COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 43-1674348
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(State of Incorporation) (I.R.S. Employer Identification Number)
1859 Bowles Avenue
Fenton, Missouri 63026
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box.
[ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Titles Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Series B Junior Participating Preferred Stock Purchase Rights
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant is a party to an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of December 15, 2002, by and among K2 Inc., a
Delaware corporation ("K2"), Lara Acquisition Sub., a Delaware corporation and
wholly-owned subsidiary of K2 ("Merger Sub"), and the Registrant. The Merger
Agreement provides, among other things, for the merger of Merger Sub with and
into the Registrant (the "Merger") subject to shareholder and regulatory
approval and other terms and conditions. In contemplation of the Merger, the
Registrant and Mellon Shareholder Services LLC (the "Rights Agent") entered into
the First Amendment to Rights Agreement (the "Amendment"), dated as of February
18, 2003, amending the Rights Agreement, dated as of November 27, 2002, between
the Registrant and the Rights Agent in order to exempt the transactions
contemplated by the Merger Agreement, as well as K2, Merger Sub and any
affiliates thereof from the provisions of the Rights Agreement.
A form of the Amendment is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Amendment.
ITEM 2. EXHIBITS.
1. First Amendment to Rights Agreement, dated as of
February 18, 2003, between Rawlings Sporting Goods
Company, Inc. and Mellon Shareholder Services LLC, as
Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
RAWLINGS SPORTING GOODS COMPANY, INC.
Dated: February 18, 2003 /s/ Stephen M. O'Hara
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Stephen M. O'Hara
Chief Executive Officer and Chairman
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