8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):
June 23, 2009

Quiksilver, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-14229	33-0199426
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

15202 Graham Street, Huntington Beach, CA	92649
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:
(714) 889-2200

(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):

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

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

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

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

Item 1.01 Entry Into a Material Definitive Agreement

     As previously disclosed, on June 8, 2009, Quiksilver, Inc., a Delaware corporation (“Company”), and its subsidiary Quiksilver Americas, Inc. (“Quiksilver Americas”), entered into a commitment letter (the “Revolving Credit Commitment Letter”) with Bank of America, N.A. (“Bank”), Banc of America Securities LLC, General Electric Capital Corporation (“GECC”), and GE Capital Markets, Inc., pursuant to which the Bank and GECC committed, subject to certain conditions, to provide a senior secured asset-based revolving credit facility to Quiksilver Americas and certain of its domestic subsidiaries in the aggregate principal amount of $200 million (the “Revolving Facility”). On June 24, 2009, the same parties entered into an amendment of the Revolving Credit Commitment Letter (the “Amendment”) to extend the date by which all specified conditions must be satisfied, from June 26, 2009 to July 31, 2009, in order to coincide with the date by which all specified conditions must be satisfied with respect to the Company’s previously disclosed Rhône Term Loan Facilities Commitment Letter.

     The Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K. The above description of the Amendment is not complete and is qualified in its entirety by reference to the exhibit.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On June 23, 2009, the Company entered into Stock Option Cancellation Agreements (“Cancellation Agreements”) with each of the Company’s executive officers, pursuant to which such individuals agreed to the surrender and cancellation of certain previously granted stock options to purchase shares of the Company’s common stock in order to make additional shares available under the Company’s 2000 Stock Incentive Plan for future stock option grants to Company personnel (other than to such executive officers). Pursuant to the terms of the Cancellation Agreements, the executive officers acknowledged and agreed that the surrender and cancellation of their respective options are without any expectation to receive, and without imposing any obligation on the Company to pay or grant, any cash payment, stock options or other consideration presently or in the future in regard to the cancellation of such options. Each stock option that was cancelled and surrendered by the executive officers had an exercise price in excess of $10.00 per share, and the aggregate number of stock options cancelled and surrendered by each executive officer is as follows: Robert B. McKnight, Jr. (Chairman of the Board, Chief Executive Officer and President) – 650,000 stock options; Charles S. Exon (Chief Administrative Officer, Secretary and General Counsel) – 242,000 stock options; Pierre Agnes (President – Quiksilver Europe) – 240,000 stock options; Craig Stevenson (President – Quiksilver Americas) – 111,667 stock options; and Joseph Scirocco (Chief Financial Officer) – 40,000 stock options.

     The form of Stock Option Cancellation Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K. The above description of the Stock Option Cancellation Agreements is not complete and is qualified in its entirety by reference to the exhibit.

2

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

Exhibit No.	Exhibit Title or Description
10.1	First Amendment to Commitment Letter
10.2	Form of Stock Option Cancellation Agreement

3

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.

Dated: June 25, 2009	Quiksilver, Inc. (Registrant)
	By:	/s/ Joseph Scirocco
		Joseph Scirocco
		Chief Financial Officer

4

Index to Exhibits

Exhibit No.	Exhibit Title or Description
10.1	First Amendment to Commitment Letter
10.2	Form of Stock Option Cancellation Agreement

5

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO COMMITMENT LETTER

June 24, 2009

Quiksilver, Inc. and
Quiksilver Americas, Inc.
15202 Graham St.
Huntington Beach, CA 92649

Attention: Joseph Scirocco, Chief Financial Officer

Dear Mr. Scirocco:

     Reference is hereby made to that certain Commitment Letter dated June 8, 2009 (together with the Term Sheet referenced therein, the “Commitment Letter”) by and among Bank of America, N.A. (“Bank”), General Electric Capital Corporation (“GECC”), Banc of America Securities LLC (“BAS”), an affiliate of Bank, and GE Capital Markets, Inc. (collectively, together with BAS, the “Arrangers”), and Quiksilver, Inc. (the “Parent”) and Quiksilver Americas, Inc. (the “Lead Borrower”). All capitalized terms used herein and not otherwise defined shall have the same meanings herein as in the Commitment Letter.

     Bank, GECC, the Arrangers, the Parent and the Lead Borrower desire to extend the termination date of the Commitment Letter. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by each party hereto that the Commitment Letter is hereby amended by deleting the following text in its entirety:

     “If this letter is so accepted, then, subject to the terms and conditions of this letter, Bank, BAS, GECC and GECM would be obligated to enter into the Facility if all conditions precedent thereto are satisfied (as reasonably determined by Bank, BAS, GECC and GECM) on or before June 26, 2009.”

and by inserting the following text in its stead:

     “If this letter is so accepted, then, subject to the terms and conditions of this letter, Bank, BAS, GECC and GECM would be obligated to enter into the Facility if all conditions precedent thereto are satisfied (as reasonably determined by Bank, BAS, GECC and GECM) on or before July 31, 2009.”

     Except as otherwise expressly provided herein, all terms and conditions of the Commitment Letter and Term Sheet remain in full force and effect.

[signature pages follow]

1

BANK OF AMERICA, N.A.
 

By  

Name:  

Title:  

BANC OF AMERICA SECURITIES LLC
 

By  

Name:  

Title:  

GENERAL ELECTRIC CAPITAL CORPORATION
 

By  

Name:  

Title:  

GE CAPITAL MARKETS, INC.
 

By  

Name:  

Title:  

2

The foregoing is agreed to as of
the date first above written:

QUIKSILVER, INC.
 

By  

Name:  

Title:  

QUIKSILVER AMERICAS, INC.
 

By  

Name:  

Title:  

3

EX-10.2

Exhibit 10.2

STOCK OPTION CANCELLATION AGREEMENT

          THIS STOCK OPTION CANCELLATION AGREEMENT (the “Agreement”) is made and entered into as of                                                                                     ,                      2009 (the “Effective Date”), by and between                                                             (the “Optionee”) and Quiksilver, Inc., a Delaware corporation (the “Corporation”).

WITNESSETH:

          WHEREAS, the Corporation has previously granted to Optionee stock options to purchase shares of the Corporation’s common stock pursuant to the Quiksilver 2000 Stock Incentive Plan (As Amended and Restated through February 5, 2009) (the “2000 Plan”) and/or the Quiksilver, Inc. 1996 Stock Option Plan (the “Options”); and

          WHEREAS, the Optionee believes it to be in the Optionee’s best interest as an officer of the Corporation and in the best interest of the Corporation and its shareholders to surrender and cancel certain outstanding Options that the Optionee presently holds and are identified on Exhibit A hereto (the “Exhibit A Options”), so that additional shares become available under the 2000 Plan which the Corporation may use for future stock option grants to Corporation personnel in order to recruit, retain and motivate such personnel; and

          WHEREAS, the Optionee desires to surrender the Exhibit A Options for cancellation without receiving any cash, stock options or other consideration and without any expectation to receive, and without imposing any obligation on the Corporation to pay or grant, any cash, stock options or other consideration presently or in the future in regard to the cancellation of such Exhibit A Options; and

          WHEREAS, the Corporation is relying upon the Optionee’s surrender and cancellation of the Exhibit A Options in making determinations about the future grant of stock options pursuant to the 2000 Plan and otherwise in regard to the administration of the 2000 Plan.

          NOW, THEREFORE, the Optionee and the Corporation hereby agree as follows:

     1. Surrender and Cancellation of Options. The Optionee hereby surrenders the Exhibit A Options, and the Corporation hereby accepts such surrender and cancellation, effective as of the Effective Date.

     2. No Expectations or Obligations. The Optionee and the Corporation acknowledge and agree that the surrender and cancellation of the Exhibit A Options described herein shall be without any expectation of the Optionee to receive, and without imposing any obligation on the Corporation to pay or grant, any cash, stock options or other consideration presently or in the future in regard to the cancellation of such Exhibit A Options.

     3. Reliance. The Optionee acknowledges and agrees that the Corporation is relying on the provisions of Sections 1 and 2 herein in connection with the administration of the 2000 Plan including, without limitation, determinations regarding the nature of future grants thereunder.

     4. Successor and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and the Optionee and the Optionee’s successor and assigns.

     5. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to the State’s conflict-of-laws rules.

     6. Counterparts. This Agreement may be executed in several counterparts and all documents so executed shall constitute one agreement, binding on each of the parties hereto, notwithstanding that both of the parties did not sign the original or the same counterparts.

     7. Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement.

     8. Severability. Nothing contained herein shall be construed to require the commission of any act contrary to law. Should there be any conflict between any provisions hereof and any present or future statute, law, ordinance, regulation or other pronouncement having the force of law, the latter shall prevail, but the provision of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law, and the remaining provisions of this Agreement shall remain in full force and effect.

     9. Entire Agreement. This Agreement contains all of the terms and conditions agreed upon by the parties relating to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, understanding and communications of the parities, whether oral or written, with respect to the subject matter hereof.

2

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

QUIKSILVER, INC.  

By:  

Title: 

OPTIONEE  

By:  

Address: 

3

EXHIBIT A

Name of Optionee:                                                                                

		Number of Shares	Per Share
Plan Name	Date of Grant	Subject to Option	Exercise Price

4