UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 29, 2004
K2 DIGITAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11873 13-3886065
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
770 Lexington Ave. 6th Fl. New York, NY 10021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 935-6000
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Effective July 29, 2004 the Registrant signed a Merger Agreement with
SunriseUSA, Inc. ("Sunrise"), a Delaware Corporation and K2 Acquisition
Corporation ("Acquisition"), a Delaware Corporation. Pursuant to the Merger
Agreement, the Registrant, Sunrise and Acquisition will consummate a merger
wherein the shareholders of Sunrise will exchange all of the issued and
outstanding common stock of Sunrise for newly issued shares of common and
preferred stock of K2, Acquisition will merge with and into Sunrise, and Sunrise
will become a wholly-owned subsidiary of K2. Post Merger, the current
shareholders of the Registrant will own a minimum of 2.5% of the surviving
entity, which percentage may be adjusted upward to 3.5% of the surviving entity
if a minimum new equity funding has not been received by December 31, 2004. In
addition, the percentage will be adjusted upward to 3.5% if the minimum
valuation of shares owned by current shareholders of the Registrant after the
Merger is complete and equity financing closed is not at least $533,000 based on
the price per share to new shareholders in the equity financing. This equates to
or approximately $.11 per share, based upon 4,982,699 currently issued and
outstanding shares.
Sunrise is a privately held holding company that was founded with the objective
of capitalizing on emerging opportunities within rural USA cable markets.
Ultimately, the Company will provide bundled telecommunication and cable
services that will represent a convenient alternative to the single product
offerings of competing vendors.
The Merger is subject to a number of conditions, including private equity
funding of not less than $3,000,000. In addition, Sunrise will be responsible
for payment of all expenses related to the transaction.
The parties anticipate closing the transaction before the end of the year.
ITEM 7. EXHIBITS
EXHIBIT NO. EXHIBIT
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99.1 Merger Agreement dated as of July 23, 2004 by and among K2
Digital, Inc., K2 Acquisition Corporation and Sunrise USA,
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
K2 DIGITAL, INC.
(Registrant)
July 30, 2004
By: /s/ Gary Brown
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Name: Gary Brown
Title: President
Principal Financial and Accounting Officer