UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest reported) October 8, 2003 --------------- K-2 DIGITAL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its chapter) Delaware 1-11873 13-3886065 - ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) Identification No.) 770 Lexington Ave. 6th Fl. New York NY 10021 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 935-6000 -------------- Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) <page> ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On October 8, 2003 the Registrant notified FutureXmedia ("FX") Inc. that, in light of delays in its consummating the proposed merger with the Registrant, it was exploring other options to enhance shareholder value. These options may include a merger or similar transaction with another entity, consummation of the merger with FX, or liquidation of the Registrant. The Registrant entered into an Agreement and Plan of merger with FX on January 15, 2002 and the closing of that transaction has been adjourned on three occasions, most recently to May 31, 2003. 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. K-2 DIGITAL, INC. (Registrant) Date: October 8, 2003 By: /s/ Gary Brown --------------------------------- Name: Gary Brown Title: President Principal Financial and Accounting Officer