-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BCl0N+kQJogt+SmRhMX6BAqRCYxHdOBtw/ad/qlSJsNbfTfFvVkMX+z70ICx6Nrm K5RjK6myZlVWUIdHiJKchQ== 0000950152-03-007269.txt : 20030801 0000950152-03-007269.hdr.sgml : 20030801 20030801155106 ACCESSION NUMBER: 0000950152-03-007269 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030801 EFFECTIVENESS DATE: 20030801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKY SHOES & BOOTS INC CENTRAL INDEX KEY: 0000895456 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 311364046 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107568 FILM NUMBER: 03818117 BUSINESS ADDRESS: STREET 1: 39 EAST CANAL STREET CITY: NELSONVILLE STATE: OH ZIP: 45764 BUSINESS PHONE: 6147531951 MAIL ADDRESS: STREET 1: 39 EAST CANAL STREET CITY: NELSONVILLE STATE: OH ZIP: 45764 S-8 1 l02462asv8.txt ROCKY SHOES & BOOTS, INC. As filed with the Securities and Exchange Commission on August 1, 2003 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ROCKY SHOES & BOOTS, INC. (Exact name of Registrant as specified in its charter) Ohio 31-1364046 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 39 East Canal Street Nelsonville, Ohio 45764 (Address of Registrant's principal executive offices) ------------------------ ROCKY SHOES & BOOTS, INC. SECOND AMENDED AND RESTATED 1995 STOCK OPTION PLAN (Full Title of the Plan) ------------------------ James E. McDonald Vice President and Chief Financial Officer Rocky Shoes & Boots, Inc. 39 East Canal Street Nelsonville, Ohio 45764 (740) 753-1951 (Name, address and telephone number of agent for service) ------------------------ Copies of Correspondence to: Curtis A. Loveland, Esq. Porter, Wright, Morris & Arthur LLP 41 South High Street Columbus, Ohio 43215 ------------------------ CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Offering Amount of to be Registered Registered Per Share* Price* Registration Fee* - ------------------------------------------------------------------------------------------- Common Stock, no par value 400,000 $10.23 $4,092,000 $332 - -------------------------------------------------------------------------------------------
*Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the average of the high and low prices of Rocky Shoes & Boots, Inc. common stock as reported on the Nasdaq National Market on July 28, 2003. This Registration Statement shall be deemed to cover an indeterminate number of additional shares of Rocky Shoes & Boots, Inc. common stock, no par value, as may be issuable pursuant to future stock dividends, stock splits or similar transactions. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information concerning the Rocky Shoes & Boots, Inc. Second Amended and Restated 1995 Stock Option Plan, specified in Part I will be sent or given to participants as specified by Rule 428(b)(1). Such documents are not filed as part of this Registration Statement in accordance with the Note to Part I of the Form S-8 Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS We incorporate by reference into this Registration Statement the contents of the Form S-8 Registration Statements previously filed with the Securities and Exchange Commission by the Registrant on July 3, 1996, (Registration No. 333-4434) and November 16, 1998 (Registration No. 333-67357). II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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, thereunto duly authorized, in the City of Columbus, State of Ohio, on July 31, 2003. ROCKY SHOES & BOOTS, INC. By: /s/ Mike Brooks --------------------------------------- Mike Brooks, Chairman, Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Mike Brooks Chairman, Chief Executive Officer, July 31, 2003 - ---------------------------- President and Director Mike Brooks (Principal Executive Officer) *James E. McDonald Vice President and Chief Financial July 31, 2003 - ---------------------------- Officer (Principal Financial and James E. McDonald Accounting Officer) *Curtis A. Loveland Secretary and Director July 31, 2003 - ---------------------------- Curtis A. Loveland * Robert D. Rockey Director July 31, 2003 - ---------------------------- Robert D. Rockey * Leonard L. Brown Director July 31, 2003 - ---------------------------- Leonard L. Brown * James L. Stewart Director July 31, 2003 - ---------------------------- James L. Stewart *By /s/ Mike Brooks ------------------------------------------- Mike Brooks, Attorney-in-fact for each of the persons indicated
II-2 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- ROCKY SHOES & BOOTS, INC. ------------------------- EXHIBITS ------------------------- EXHIBIT INDEX Exhibit Number Exhibit Description - ------- ------------------- 4(a) Second Amended and Restated Articles of Incorporation of Rocky Shoes & Boots, Inc. (Previously filed as Exhibit 3.1 to the Company's Form 10-K for the year ended December 31, 1997, and incorporated herein by reference). 4(b) Amended and Restated Code of Regulations of Rocky Shoes & Boots, Inc. (Previously filed as Exhibit 3.2 to the Company's Form S-1 (Registration No. 33-56118), and incorporated herein by reference). 4(c) Rocky Shoes & Boots, Inc., Second Amended and Restated 1995 Stock Option Plan (Previously filed as Appendix A to Proxy Statement on Form DEF 14A (Registration No. 000-21026) filed with the Commission on April 15, 2002, and incorporated herein by reference). 5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding legality. 23(a) Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5 filed herewith). 23(b) * Consent of Deloitte & Touche LLP. 24 * Power of Attorney. - -------------------------- * Filed with this Registration Statement. EX-5 3 l02462aexv5.txt EX-5 Exhibit 5 PORTER, WRIGHT, MORRIS & ARTHUR LLP 41 South High Street Columbus, Ohio 43215 Telephone: (614) 227-2000 Fax: (614) 227-2100 July 31, 2003 Rocky Shoes & Boots, Inc. 39 East Canal Street Nelsonville, Ohio 45764 Re: Registration Statement on Form S-8 Rocky Shoes & Boots, Inc. Second Amended and Restated 1995 Stock Option Plan (the "Plan") Ladies and Gentlemen: We have acted as counsel for Rocky Shoes & Boots, Inc., an Ohio corporation ("Rocky"), in connection with the Registration Statement on Form S-8 (the "Registration Statement"), filed by Rocky with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the registration of an additional 400,000 shares of Rocky Common Stock, no par value (the "Shares"), to be issued under the Plan. In connection with this opinion, we have examined such corporate records, documents and other instruments of Rocky as we have deemed necessary. Based on the foregoing, we are of the opinion that the Shares will, when issued and paid for in accordance with the provisions of the Plan, be legally issued, fully paid and nonassessable, and entitled to the benefits of the Plan. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Porter, Wright, Morris & Arthur LLP PORTER, WRIGHT, MORRIS & ARTHUR LLP EX-23.B 4 l02462aexv23wb.txt EX-23.B Exhibit 23(b) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Rocky Shoes & Boots, Inc. on Form S-8 of our reports dated March 18, 2003, appearing in the Annual Report on Form 10-K of Rocky Shoes & Boots, Inc. for the year ended December 31, 2002. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Columbus, Ohio July 31, 2003 EX-24 5 l02462aexv24.txt EX-24 Exhibit 24 POWER OF ATTORNEY Each of the undersigned officers and directors of Rocky Shoes & Boots, Inc., an Ohio corporation (the "Company"), hereby appoints James E. McDonald and Curtis A. Loveland as his attorneys, or either of them, with power to act without the other, as his true and lawful attorney, to sign, in his name and on his behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Company's Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering under the Securities Act of 1933, as amended, an additional 400,000 shares of Common Stock, no par value, to be sold and distributed by the Company pursuant to the Company's Second Amended and Restated 1995 Stock Option Plan (the "Plan"), and such other number of shares as may be issued under the anti-dilution provisions of the Plan, and any and all amendments, including post-effective amendments, to the Registration Statement hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of the undersigned, and in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as the undersigned could or might do in person, hereby granting to each said attorney-in-fact full power of substitution and revocation, and hereby ratifying all that any said attorney-in-fact or his substitute may do by virtue hereof. IN WITNESS WHEREOF, the undersigned have signed these presents effective as of December 16, 2002. /s/ Mike Brooks Chairman, Chief Executive Officer, - ------------------------------------ President and Director Mike Brooks (Principal Executive Officer) /s/ David Fraedrich Senior Vice President, Treasurer - ------------------------------------ and Director David Fraedrich /s/ James E. McDonald Vice President and Chief Financial - ------------------------------------ Officer (Principal Financial and James E. McDonald Accounting Officer) /s/ Curtis A. Loveland Secretary and Director - ------------------------------------ Curtis A. Loveland /s/ Leonard L. Brown Director - ------------------------------------ Leonard L. Brown /s/ Glenn E. Corlett Director - ------------------------------------ Glenn E. Corlett /s/ Stanley I. Kravetz Director - ------------------------------------ Stanley I. Kravetz /s/ Robert D. Rockey Director - ------------------------------------ Robert D. Rockey /s/ James L. Stewart Director - ------------------------------------ James L. Stewart -----END PRIVACY-ENHANCED MESSAGE-----