-----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, QGGme+efdk3OfZEcpkdacfRe2HYhOZHAFq0YEWwo7TPoS9RSpA0jUEKCdHvzu6rm OOSVr5k2Bgz1mseXaP+sKw== 0000950152-05-000280.txt : 20050118 0000950152-05-000280.hdr.sgml : 20050117 20050118143925 ACCESSION NUMBER: 0000950152-05-000280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050112 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050118 DATE AS OF CHANGE: 20050118 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21026 FILM NUMBER: 05533384 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 8-K 1 l11481ae8vk.txt ROCKY SHOES & BOOTS, INC. 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) January 12, 2005 ------------------------------- ROCKY SHOES & BOOTS, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 0-21026 31-1364046 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 39 East Canal Street, Nelsonville, Ohio 45764 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (740) 753-1951 ---------------------------- Not Applicable - ------------------------------------------------------------------------------- (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)) ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On January 12, 2005, Rocky Shoes & Boots, Inc. (the "Company") issued a press release regarding the promotions of David Sharp to President and Chief Operating Officer of the Company and James E. McDonald to Executive Vice President and Chief Financial Officer of the Company. A copy of the Company's press release is furnished as Exhibit 99 to this Form 8-K and is incorporated into this Item 5.02 by reference. Mr. Sharp, 49, also serves as the President and Chief Operating Officer of the Company's various subsidiaries, effective as of January 12, 2005. He previously served as Executive Vice President and Chief Operating Officer of the Company from March 2002 until the present promotion. He served as Senior Vice President - Sales and Operations from June 2001 until March 2002, as Vice President of Sales and Marketing from October 2000 until June 2001, and as Vice President of Manufacturing Operations and Marketing from June 2000 until October 2000. Mr. Sharp served as Executive Vice President and Chief Operating Officer of certain of the Company's subsidiaries, Five Star Enterprises, Ltd. ("Five Star") and Lifestyle Footwear, Inc. ("Lifestyle") since August 2003 and of Rocky Canada, Inc. ("Rocky Canada") since July 2003. Prior to that time, he served as Senior Vice President - Sales and Operations of Five Star and Lifestyle from February 2002 until August 2003. Prior to joining the Company, from September 1994 until October 1999, Mr. Sharp served in various capacities, including Vice President and General Manager, of an operating division of H.H. Brown, Inc., a wholly owned subsidiary of Berkshire-Hathaway, Inc., engaged in the footwear business. Mr. Sharp also has held various senior sales and marketing positions at Acme Boot Co., Inc. and Converse, Inc. from June 1991 until September 1994. Mr. McDonald, 44, also serves as the Executive Vice President and Chief Financial Officer of the Company's various subsidiaries, effective as of January 12, 2005. He previously served as Vice President and Chief Financial Officer of the Company from June 2001 until the present promotion. He has also served as Treasurer since June 2003. Mr. McDonald has served as Vice President and Chief Financial Officer of Five Star and Lifestyle since February 2002 and of Rocky Canada since July 2003. He has served as Treasurer of Five Star and Lifestyle since August 2003 and Rocky Canada since July 2003. Prior to joining the Company, from July 1996 until June 2001, Mr. McDonald served as Chief Financial Officer for two operating divisions of H.H. Brown, Inc., a wholly owned subsidiary of Berkshire-Hathaway, Inc., engaged in the footwear business. Mr. McDonald also served as Controller of Wright's Knitwear Corporation, a privately held manufacturer of apparel. 2 The information contained or incorporated by reference in this Form 8-K contains forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. A number of factors, including but not limited to those set forth under the heading "Business Risks" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, and other factors described from time to time in the Company's other filings with the Securities and Exchange Commission, could cause actual conditions, events, or results to differ significantly from those described in the forward-looking statements. All forward-looking statements included in this Form 8-K are based on information available at the time of the report. The Company assumes no obligation to update any forward-looking statement. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. Exhibit No. Description 99 Press Release, dated January 12, 2005, entitled "Rocky Shoes & Boots, Inc. Announces Executive Promotions" 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. ROCKY SHOES & BOOTS, INC. Date: January 18, 2005 By: /s/ James E. McDonald ------------------------------------- James E. McDonald, Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX Exhibit No. Description 99 Press Release, dated January 12, 2005, entitled "Rocky Shoes & Boots, Inc. Announces Executive Promotions" 5 EX-99 2 l11481aexv99.txt EXHIBIT 99 EXHIBIT 99 ROCKY SHOES & BOOTS, INC. Company Contact: Jim McDonald Chief Financial Officer (740) 753-1951 Investor Relations: Integrated Corporate Relations, Inc. Chad A. Jacobs/Brendon E. Frey (203) 682-8200 ROCKY SHOES & BOOTS ANNOUNCES EXECUTIVE PROMOTIONS NELSONVILLE, Ohio, January 12, 2005 - Rocky Shoes & Boots, Inc. (Nasdaq: RCKY) today announced it has promoted David Sharp to President and Chief Operating Officer and James McDonald to Executive Vice President, Chief Financial Officer and Treasurer. Sharp joined Rocky Shoes & Boots in June 2000 as Vice President of Marketing and Manufacturing Operations and was promoted to Executive Vice President and Chief Operating Officer in April 2002. Prior to joining Rocky, he was Vice President-General Manager of Double H, a division of H.H. Brown Shoe Company, a wholly-owned subsidiary of Berkshire Hathaway. McDonald joined Rocky Shoes & Boots as Vice President and Chief Financial Officer in June 2001. Previously, he served as Divisional Chief Financial Officer for the Double H Boot and Lowell Shoe Divisions of H.H. Brown. Mike Brooks, Chairman and Chief Executive Officer of Rocky Shoes & Boots, stated: "Both David and Jim have been an integral part of our success during the last several years, and it gives me great pleasure to announce these well-deserved promotions. With our acquisition of EJ Footwear, we have begun a new and exciting chapter at Rocky, and I am extremely confident their increased leadership will be a valuable asset to the direction of the Company. We're moving forward with a powerful operating platform and a strong management team dedicated to capitalizing on the many opportunities that lie ahead." ABOUT ROCKY SHOES & BOOTS, INC. Rocky Shoes & Boots, Inc. designs, develops, manufactures and markets premium quality rugged outdoor, occupational, and casual footwear, as well as branded apparel and accessories. The Company's footwear, apparel and accessories are marketed through several distribution channels, primarily under owned brands, ROCKY(R) and GATES(R), and effective with the acquisition of EJ Footwear Group today, GEORGIA BOOT(R), LEHIGH(R), DURANGO, and licensed brands, DICKIES(R) and JOHN DEERE(R). SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, all statements regarding intent, beliefs, expectations, projections, forecasts, and plans of the Company and its management. These forward-looking statements involve numerous risks and uncertainties, including, without limitation, the various risks inherent in the Company's business as set forth in periodic reports filed with the Securities and Exchange Commission, including the Company's annual report on Form 10-K for the year ended December 31, 2003. One or more of these factors have affected historical results, and could in the future affect the Company's businesses and financial results in future periods and could cause actual results to differ materially from plans and projections. Therefore there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the Company, or any other person should not regard the inclusion of such information as a representation, that the objectives and plans of the Company will be achieved. All forward-looking statements made in this press release are based on information presently available to the management of the Company. The Company assumes no obligation to update any forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----