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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
OR
FOR THE TRANSITION PERIOD FROM TO
Commission file number: 001-31321
NAUTILUS, INC.
(Exact name of Registrant as specified in its charter)
16400 S.E. Nautilus Drive
Vancouver, Washington 98683
(Address of principal executive offices, including zip code)
(360) 859-2900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 1 No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes 1 No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No 1
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer 1 Accelerated filer Non-accelerated filer 1 Smaller reporting company filer 1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes 1 No
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the last sales price
($5.08) as reported on the New York Stock Exchange as of the last business day of the registrant’
s most recently completed second fiscal quarter
(June 30, 2008) was $114,929,000.
The number of shares outstanding of the registrant’s common stock as of February 28, 2009 was 30,614,336 shares.
Documents Incorporated by Reference
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
1
1 1
1
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
94
-
3002667
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Title of each class
Name of each exchange on which registered
Common Stock, no par value
New York Stock Exchange