8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 4, 2008 (December 29, 2007)

PHOENIX FOOTWEAR GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-31309	15-0327010
(Commission File Number)	(IRS Employer Identification No.)
5840 El Camino Real, Suite 106, Carlsbad, California	92008
(Address of Principal Executive Offices)	(Zip Code)

(760) 602-9688

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory note: This amendment No. 1 to Form 8-K is being filed solely to file the pro forma consolidated condensed balance sheet and statements of operations of Phoenix Footwear Group, Inc., reflecting the disposition of assets described in this report.

Section 2 Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

On December 29, 2007, Phoenix Footwear Group, Inc. (“Phoenix Footwear”) sold all of the outstanding capital stock of its wholly-owned subsidiary, Altama, to Tactical Holdings, Inc. (“Tactical”).

At closing, the purchase price of $13.5 million was paid through the delivery of a Promissory Note and Pledge Security Agreement. Payment in full on the note was made on February 29, 2008. The final closing date working capital remains subject to post-closing review by Tactical and Phoenix Footwear. As a result, the closing date working capital adjustment may be further adjusted up or down. In addition to the aggregate cash consideration, Phoenix Footwear and Tactical entered into a Transaction Services Agreement to provide ongoing administrative and other services for the operation of the Altama business post-closing.

The Registrant hereby amends its Report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2008 to update its report of this transaction and file the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

The pro forma financial information with respect to the transaction described under Item 2.01 is filed herewith as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits

Exhibit Number	Description
99.1	Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statements of Operations
	Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 29, 2007
	Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 29, 2007
	Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 29, 2007 and fiscal year ended December 30, 2006
	Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 29, 2007 and fiscal year ended December 30, 2006

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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.

	PHOENIX FOOTWEAR GROUP, INC.
Date: March 14, 2008	/s/ Scott Sporrer
	Name: Scott Sporrer Title:   Interim Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statements of Operations
	Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 29, 2007
	Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 29, 2007
	Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 29, 2007 and fiscal year ended December 30, 2006
	Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 29, 2007 and fiscal year ended December 30, 2006

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EX-99.1

EXHIBIT 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AND

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The following tables present the unaudited condensed consolidated pro forma financial data for Phoenix Footwear Group, Inc. (“Phoenix Footwear” or “the Company”) for the fiscal year ended December 30, 2006 and for the nine month period ended September 29, 2007, and the Company’s condensed consolidated balance sheet as of September 29, 2007 as reported in the Company’s quarterly report on Form 10-Q for the nine month period ended September 29, 2007 as filed on November 13, 2007 with the Securities and Exchange Commission. On December 29, 2007, the Company sold its Altama Delta Corporation (“Altama”) subsidiary, to Tactical Holdings, Inc. (“Tactical”). Under the sale, the Company received $13.5 million as payment of the purchase price, which is subject to a final closing date working capital adjustment currently under review by the parties. In addition to the aggregate cash consideration, Phoenix Footwear and Tactical entered into a Transaction Services Agreement to provide ongoing administrative and other services for the operation of the Altama business post-closing.

Also, during fiscal 2007, on July 2, 2007, the Company sold its Royal Robbins, Inc. (“Royal Robbins”) subsidiary and assets of PXG Canada, Inc., related to the Royal Robbins business, to Kellwood Company. Under the sale, the Company received aggregate cash consideration of $37.2 million.

Historical financial information for the Company as of and for the nine months ended September 29, 2007 has been derived from unaudited historical condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q. Historical financial information for the fiscal year ended December 30, 2006 has been derived from audited historical consolidated financial statements included in Phoenix Footwear’s 2006 Annual Report on Form 10-K.

The unaudited condensed consolidated pro forma balance sheet gives effect to the disposition of Altama as if it had occurred on September 29, 2007. The unaudited pro forma condensed consolidated statements of operations are presented for the year-ended December 30, 2006 and for the nine month period ended September 29, 2007 and give effect to the disposition of Altama and Royal Robbins as if they had been completed as of December 31, 2005. The unaudited pro forma condensed consolidated balance sheet and condensed consolidated statements of operations are provided for informational purposes only and should not be construed to be indicative of the Company’s consolidated financial position or results of operations had the transactions been consummated on the date assumed and do not project the Company’s consolidated financial position or results of operations for any future period or date.

The unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements of operations were derived by adjusting the Company’s historical consolidated financial statements for the assets sold. The unaudited pro forma condensed combined statements of operations do not include the impact of any potential cost savings or one-time costs that may result from the dispositions.

PHOENIX FOOTWEAR GROUP, INC.

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 29, 2007

(in thousands)

	9/29/07			Pro Forma Adjustments			Pro Forma Results
ASSETS
Current assets
Cash and cash equivalents	$	494		$	(59	) (a)	$	435
Accounts receivable, less allowances of $1,622		21,764			(2,716	) (a)		19,048
Inventories, less provision of $2,075		25,927			(5,012	) (a)		20,915
Other current assets		2,195			(94	) (a)		2,101
Deferred income tax asset		1,378						1,378
Total current assets		51,758			(7,881	)		43,877
Property and equipment, net		3,671			(1,538	) (a)		2,133
Goodwill		14,466			(6,663	) (a)		7,803
Unamortizable intangibles		11,393			(8,133	) (a)		3,260
Intangible assets, net		7,683			(1,025	) (a)		6,658
Other assets, net		50						50
Total assets	$	89,021		$	(25,240	)	$	63,781
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable	$	20,366		$	(13,336	) (b)	$	7,030
Accounts payable		10,871			(2,170	) (a)		8,701
Accrued expenses		3,429			(519	) (a)		2,910
Other current liabilities		1,073						1,073
Liabilities of discontinued operations		6,000						6,000
Total current liabilities		41,739			(16,025	)		25,714
Other Liabilities
Other long-term liabilities		1,246						1,246
Deferred income tax liability		2,964						2,964
Total other liabilities		4,210			—			4,210
Total liabilities		45,949			(16,025	)		29,924
Commitments and Contingencies
Stockholders’ equity
Common stock, $0.01 par value – 50,000,000 shares authorized, 8,383,000 shares issued		84						84
Additional paid-in capital		46,227						46,227
Accumulated (deficit); retained earnings		(489	)		(9,215	) (c)		(9,704	)
Accumulated other comprehensive gain		196						196
		46,018			(9,215	)		36,803
Less: Treasury stock at cost		(2,946	)					(2,946	)
Total stockholders’ equity		43,072			(9,215	)		33,857
Total liabilities and stockholders’ equity	$	89,021		$	(25,240	)	$	63,781

The accompanying notes are an integral part of this unaudited pro forma condensed consolidated balance sheet.

PHOENIX FOOTWEAR GROUP, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 29, 2007

PRO FORMA ADJUSTMENTS

The unaudited pro forma condensed consolidated financial statements of the Company include the following pro forma adjustments related to the disposition of the Company’s wholly owned subsidiaries Royal Robbins, Inc. and Altama Delta Corporation.

(a) Represents the assets and liabilities of Altama Delta Corporation held by Phoenix Footwear as a discontinued operation.

(b) Represents the reduction in outstanding debt of Phoenix Footwear through the use of cash proceeds from the sale of Altama Delta Corporation.

(c) Represents the resulting pre-tax loss on the sale of the assets of Altama Delta Corporation pursuant to the Agreement.

PHOENIX FOOTWEAR GROUP, INC.

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

SEPTEMBER 29, 2007

(in thousands, except per share data)

	Nine Months Ended 9/29/07			Pro Forma Adjustments
				Royal Robbins			Altama Delta Corporation			Pro Forma Results
Net sales	$	83,540		$			$	20,078		$	63,462
Cost of goods sold		60,170						17,292			42,878
Gross profit		23,370						2,786			20,584
Operating expenses
Selling, general and administrative expense		28,148						2,626			25,522
Other (income) expenses, net		(24	)					4			(28	)
Total operating expenses		28,124						2,630			25,494
Operating (loss) income		(4,754	)					156			(4,910	)
Interest expense		1,883						776	(b)		1,107
Loss before income taxes and discontinued operations		(6,637	)					(620	)		(6,017	)
Income tax (benefit) provision		(2,353	)					(139	)		(2,214	)
Net loss before discontinued operations		(4,284	)					(481	)		(3,803	)
Net earnings from discontinued operations, including gain on sale of Royal Robbins of $14,057, net of tax		14,831			(14,831	)		—			—
Net earnings (loss)	$	10,547		$	14,831	(a)	$	(481	) (a)	$	(3,803	)
Net earnings (loss) per common share
Basic:
Continuing operations	$	(.54	)							$	(.47	)
Discontinued operations		1.85									—
Net earnings (loss)	$	1.31								$	(.47	)
Diluted:
Continuing operations	$	(.54	)							$	(.47	)
Discontinued operations	$	1.65									—
Net earnings (loss)	$	1.17								$	(.47	)
Weighted average shares outstanding
Basic		8,025,762									8,025,762
Diluted		8,997,252									8,997,252

The accompanying notes are an integral part of this unaudited pro forma condensed consolidated statement of operations.

PHOENIX FOOTWEAR GROUP, INC.

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

DECEMBER 30, 2006

(in thousands, except per share data)

				Pro Forma Adjustments
	Year Ended 12/30/06			Royal Robbins			Altama Delta Corporation			Pro Forma Results
Net sales	$	140,589		$	31,153		$	21,960		$	87,476
Cost of goods sold		92,100			16,158			16,677			59,265
Gross profit		48,489			14,995			5,283			28,211
Operating expenses
Selling, general and administrative expense		45,418			9,978			3,709			31,731
Non-cash impairment charge		23,499			—			16,941			6,558
Other (income) expenses, net		(539	)		—			(1,455	)		916
Total operating expenses		68,378			9,978			19,195			39,205
Operating (loss) income		(19,889	)		5,017			(13,912	)		(10,994	)
Interest expense		5,968			3,513	(b)		993	(b)		1,462
(Loss) earnings before income taxes		(25,857	)		1,504			(14,905	)		(12,456	)
Income tax (benefit) provision		(5,479	)		1,001			(2,055	)		(4,425	)
Net (loss) earnings	$	(20,378	)	$	503	(a)	$	(12,850	) (a)	$	(8,031	)
Net loss per common share
Basic	$	(2.58	)							$	(1.02	)
Diluted	$	(2.58	)							$	(1.02	)
Weighted average shares outstanding
Basic		7,911,050									7,911,050
Diluted		7,911,050									7,911,050

The accompanying notes are an integral part of this unaudited pro forma condensed consolidated statement of operations.

PHOENIX FOOTWEAR GROUP, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED

SEPTEMBER 29, 2007

AND FISCAL YEAR ENDED DECEMBER 30, 2006

PRO FORMA ADJUSTMENTS

(a) Represents the income (loss) from discontinued operations attributable to the Company assuming that the assets of Royal Robbins and Altama were sold as of December 31, 2005 and no business activity was conducted over the course of the period presented.

The adjusted net loss does not include the gain or loss on the sale of assets during 2007.

(b) In accordance with EITF 87-24, Allocation of Interest to Discontinued Operations (“EITF 87-24”), interest expense incurred on the debt that was required to be repaid as a result of the sale was allocated to discontinued operations.