Edgar Filing: K2 DIGITAL INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

K2 DIGITAL, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

13-3886065
(I.R.S. Employer Identification No.)

30 Broad Street, 16th Floor
New York, New York 10004
(Address of Principal Executive Offices) (Zip Code)

K2 DIGITAL, INC. 1997 STOCK INCENTIVE PLAN
(Full Title of the Plan)

David Warburg, Esq.
Brown Raysman Millstein Felder & Steiner LLP
120 West 45th Street
New York, New York 10036
(Name and Address of Agent For Service)
212-944-1515
(Telephone Number, Including Area Code, of Agent For Service)

This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission and sales of the securities registered
hereby may begin as soon as reasonably practicable after such effective date.

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee (2)

Common Stock, par 1,300,000 shares $$0.315 $409,500 $102,38
value $.01 per share

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(1) This Registration Statement shall also cover any additional shares of
Common Stock which will become issuable under the 1997 Stock Incentive
Plan by reason of any stock dividend, stock split, recapitalization or
any other similar transaction without receipt of consideration which
results in any increase in the number of outstanding shares of Common
Stock of K2 Digital, Inc.

(2) Estimated solely for the purpose of calculating the Registration Fee in
accordance with Rule 457(h), based on the average of the high and low
sale price as reported on the Nasdaq Stock Market on April 16, 2001.

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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

K2 Digital, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement, pursuant to General Instruction E to Form S-8,
the contents of the Registration Statement on Form S-8, File No. 333-60799, as
filed with Securities and Exchange Commission (the "SEC") on August 6, 1998, the
contents of the Registration Statement on Form S-8, File No. 333-96149, as filed
with the SEC on February 4, 2000 and the contents of the Registration Statement
on Form S-8, File No. 333-40418, as filed with the SEC on June 29, 2000.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement and made
a part hereof:

(a) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form SB-2, as filed on May 22,
1996 and amended on June 28, 1996 and July 17, 1996;

(b) the description of indemnification of the Registrant's officers and
directors contained in the Registrant's Registration Statement on Form
SB-2, as filed on May 22, 1996 and amended on June 28, 1996 and July
17, 1996;

(c) the Registrant's Proxy Statement on Schedule 14A for the Annual Meeting
of the Registrant's Stockholders, as filed on April 28, 2000;

(d) the Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000;

(e) the Registrant's Proxy Statement on Schedule 14A for a Special Meeting
of the Registrant's Stockholders, as filed on February 15, 2001;

(f) the Registrant's Prospectus on Form S-3, as filed on February 20, 2001;
and

(g) all other documents filed by the Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to the Registration Statement which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and part of this Registration
Statement from the date of filing of such documents.

ITEM 8. EXHIBITS.

Number Title
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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)).

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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)).

4.3.1 K2 Digital, Inc. 1997 Stock Incentive Plan (incorporated by
reference to Exhibit 10.2, filed with the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1996 (Commission File No. 1-11873)).

4.3.2 Amendment No. 4 to the K2 Digital., Inc. 1997 Stock Incentive
Plan

5.1 Opinion of Brown Raysman Millstein Felder & Steiner LLP.

23.1 Consent of Brown Raysman Millstein Felder & Steiner LLP
(included in Exhibit 5.1).

23.2 Consent of Arthur Andersen LLP.

24.1 Power of Attorney (included on signature page).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of New York, State of New York, on April 18,
2001.

K2 DIGITAL, INC.

By:/s/ Matthew G. de Ganon
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Matthew G. de Ganon
Executive Chairman

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Matthew G. de Gannon as his or her true
and lawful attorney-in-fact, as agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacity, to sign any or all amendments to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
each such attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each of them might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
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/s/Matthew G. de Ganon Executive Chairman of the Board April 18, 2001
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Matthew G. de Ganon

/s/Lynn Fantom Chief Executive Officer, President April 18, 2001
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Lynn Fantom and Director

/s/Gary W. Brown Executive Vice President, April 18, 2001
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Gary W. Brown Chief Operating Officer, Secretary,
Acting Chief Financial Officer
(Principal Financial and
Accounting Officer) and Director

/s/Douglas E. Cleek Executive Vice President April 18, 2001
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Douglas E. Cleek and Director

/s/P. Scoot Munro Director April 18, 2001
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P. Scott Munro

/s/Steven N. Goldstein Director April 18, 2001
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Steven N. Goldstein

/s/David R. Sklaver Director April 18, 2001
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David R. Sklaver