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):  July 1, 2011

DECKERS OUTDOOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-22446	95-3015862
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

495A South Fairview Avenue, Goleta, California  93117

(Address of principal executive offices) (Zip Code)

(805) 967-7611

(Registrant’s telephone number, including area code)

N/A

(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:

oWritten 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 1.01.              Entry into a Material Definitive Agreement

On May 19, 2011, Deckers Outdoor Corporation (“Parent”), Deckers Acquisition, Inc., a wholly-owned subsidiary of Parent (“Purchaser”) and Deckers International Limited (“Deckers Bermuda”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Sanuk USA, LLC (“Sanuk”), the equity holders of Sanuk, Thomas J. Kelley (“Kelley”) and Ian L. Kessler (“Kessler”), C&C Partners, Ltd. (“C&C”), and the shareholders of C&C, Donald A. Clark (“Clark”) and Paul Carr (“Carr”).  Each of Sanuk and C&C is a “Seller,” and jointly they are the “Sellers.”  The material terms of the Purchase Agreement were set forth in a Form 8-K filed on May 19, 2011.

On July 1, 2011, Parent, Purchaser, Deckers Bermuda and the Sellers entered into Amendment No. 1 to Asset Purchase Agreement (“Amendment No.1”), the terms of which are set forth in Exhibit 10.1 hereto.  Pursuant to Amendment No. 1, Purchaser was removed as a party to the Purchase Agreement, revisions were made to certain of the provisions regarding preparation and delivery of the Sanuk and C&C financial statements, and certain other changes were made to the Purchase Agreement.

The foregoing description of Amendment No. 1 does not purport to be a complete statement of the parties’ rights and obligations under that agreement and the transactions contemplated thereby.  The above description of Amendment No. 1 is qualified in its entirety by reference to Amendment No. 1, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 2.01Completion of Acquisition or Disposition of Assets.

On July 1, 2011, Parent and Deckers Bermuda completed the acquisition of the Purchased Assets and the assumption of the Assumed Liabilities of Sellers (as defined in the Purchase Agreement), pursuant to the Purchase Agreement as amended by Amendment No. 1.  As consideration for the Purchased Assets, in addition to the assumption of the Assumed Liabilities, Parent and Deckers Bermuda will pay the Sellers an aggregate purchase price equal to the sum of the following (such sum, the “Purchase Price”):

Approximately $120.0 million (the “Closing Payment”);

“Participation Payments” over the next five years as follows:

·2011:  2011 EBITDA multiplied by ten less the Closing Payment, up to maximum of $30.0 million;

·2012:  51.8% of the total sales less the cost of goods sold for the business of the Sellers (“Gross Profit Dollars”) in 2012;

·2013:  36.0% of Gross Profit Dollars in 2013;

·2015:  8.0% of the product of Gross Profit Dollars in 2015 multiplied by five.

The Purchase Price shall be subject to certain adjustments based upon Sellers’ working capital balance at closing, as determined subsequent to closing.  Ten percent of the Closing Payment payable to the Sellers shall be placed in escrow with a third party escrow agent.

A copy of the press release announcing the closing of this transaction is attached hereto as Exhibit 99.1.

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Item 7.01Regulation FD Disclosure.

A copy of the press release issued by Deckers announcing the closing of the Acquisition is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01Financial Statements and Exhibits

(a)Financial Statements of Businesses Acquired

The financial statements of the business acquired as described in Item 2.01 above shall be filed by amendment to this Report within seventy-one days from the date this Report on Form 8-K is due.

(b)Pro Forma Financial information

The pro forma financial information relative to the acquired business as described in Item 2.01 above shall be filed by amendment to this Report within seventy-one days from the date this Report on Form 8-K is due.

(d)Exhibits.

The following exhibits are attached to this Current Report on Form 8-K:

Exhibit No.	Description
10.1	Amendment No. 1 to Asset Purchase Agreement, dated as of July 1, 2011, by and among Deckers Outdoor Corporation, Deckers Acquisition, Inc., Deckers International Limited, Sanuk USA, LLC, Thomas J. Kelley, Ian L. Kessler, C&C Partners, Ltd., Donald A. Clark and Paul Carr
99.1	Press release dated July 5, 2011

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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.

	DECKERS OUTDOOR CORPORATION
Date:   July 6, 2011
	By:	/s/ Thomas A. George
	Name:	Thomas A. George
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 1 to Asset Purchase Agreement, dated as of July 1, 2011, by and among Deckers Outdoor Corporation, Deckers Acquisition, Inc., Deckers International Limited, Sanuk USA, LLC, Thomas J. Kelley, Ian L. Kessler, C&C Partners, Ltd., Donald A. Clark and Paul Carr
99.1	Press release dated July 5, 2011

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO THE

ASSET PURCHASE AGREEMENT DATED MAY 19, 2011

This First Amendment is made and entered into as of July 1, 2011 (“Amendment”) to the Asset Purchase Agreement (“Agreement”) dated as of May 19, 2011, by and among Deckers Outdoor Corporation, a Delaware corporation (“Parent”), Deckers Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), Deckers International Limited, a Bermuda corporation (“Deckers Bermuda”), Sanuk USA, LLC, a California Limited Liability Company (“Sanuk”), the equity holders of Sanuk Thomas J. Kelley (“Kelley”) and Ian L. Kessler (“Kessler”), C&C Partners, Ltd., a California corporation (“C&C”), and the shareholders of C&C Donald A. Clark (“Clark”) and Paul Carr (“Carr”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, as described in the Agreement, the parties to the Agreement contemplated having Deckers Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, purchase substantially all of the assets of each of Sanuk and C&C related to the Business;

WHEREAS, pursuant to the Agreement, Deckers Bermuda is to acquire from Sellers the International Exploitation Rights, subject to the rights of Purchaser to, among other things, record title of the Sanuk Intellectual Property and the C&C Intellectual Property upon the closing of the transactions contemplated by the Agreement;

WHEREAS, the parties to the Agreement now intend to have Parent rather than Purchaser purchase substantially all of the assets of each of Sanuk and C&C related to the Business; and

WHEREAS, pursuant to the Agreement, Deckers Bermuda will continue to acquire from Sellers the International Exploitation Rights.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree that the Agreement shall be amended as follows:

1.Amendments.

(a)Deckers Acquisition, Inc., a Delaware corporation, shall no longer be a party to the Agreement, and in connection therewith, each reference in the Agreement and in the Ancillary Agreements to “Purchaser” shall now refer only to Deckers Outdoor Corporation, a Delaware corporation.  Each reference in the Agreement and in the Ancillary Agreements to “Parent and Purchaser,” “Parent or Purchaser,” and “Each of Parent and Purchaser” shall now mean and refer only to Deckers Outdoor Corporation, a Delaware corporation.

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(b)Section 2.10(a)(xv) is hereby amended and restated as follows:

“(xv)Audited Financial Statements of C&C;”

(c)The first sentence of Section 2.11(b) is hereby amended and restated as follows:

“Within 90 days after the Closing Date, Purchaser will prepare and deliver to each Seller:  (i) an unaudited consolidated balance sheet of the Sellers, as of the Closing Date (the “Closing Balance Sheet”); and (ii) a statement setting forth Working Capital, as determined by reference to the Closing Balance Sheet (such statement shall be referred to herein as the “Working Capital Statement”).”

(d)Section 6.2(c) is hereby amended and restated as follows:

“(c)Audited Financial Statements.  The Audited Financial Statements of C&C shall not be materially different from the C&C Financial Statements.”

(e)Section 7.1(j) is hereby amended and restated as follows:

“(j)Audited Financial Statements.  Sanuk and the Sanuk Sellers will use their commercially reasonable efforts to cause the Audited Financial Statements of Sanuk to be completed as promptly as practicable. Further, Sanuk and the Sanuk Sellers will use their commercially reasonable efforts to provide documentation to KPMG reasonably necessary to complete the Sanuk audit, including, without limitation, execution of a representation letter reasonably consistent with the draft circulated among KPMG, Sanuk and Sanuk’s counsel on June 30, 2011 regarding audits of Sanuk’s balance sheet as of December 31, 2010, and the related statement of income, stockholders’ equity, and cash flows for the year then ended.”

(f)Sections 9.12 and 9.13 are hereby amended and restated as follows:

“9.12Arbitration and Venue.  Any controversy or claim arising out of or relating to this Agreement or the making, performance or interpretation thereof (except for disputes regarding the determination of Closing Working Capital, which shall be decided as provided in Section 2.11) shall be submitted to arbitration in San Diego County, California, pursuant to the commercial arbitration rules and procedures of the American Arbitration Association before a panel of three arbitrators, unless the parties are able to agree on the selection of a single arbitrator.  In the absence of such agreement within ten (10) days after the initiation of an arbitration proceeding, Sellers shall select one arbitrator and Purchaser shall select one arbitrator, and those two arbitrators shall then select, within ten (10) days, a third arbitrator.  If those two arbitrators are unable to select a third arbitrator within such ten (10) day period, a third arbitrator shall be appointed by the commercial panel of the American Arbitration Association.  The decision in writing of at least two of the three arbitrators shall be final and binding upon the parties.  The arbitrator(s) decision shall provide a reasoned basis for the resolution of each dispute and for any award.  The ruling of the arbitrator(s) shall be final, and judgment thereon may be entered in any court having jurisdiction.  Each party will bear one half of the cost of the arbitration filing and hearing fees, and the cost of the arbitrator.  Each party will bear its own attorneys’ fees, unless otherwise decided by the arbitrator.  The parties understand and agree that the arbitration shall be instead of any civil litigation and that the arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having

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jurisdiction thereof.  Each party shall be entitled to pre-hearing discovery as provided in California Code of Civil Procedure Section 1283.05.

9.13Consent to Jurisdiction and Forum Selection.  Only to the extent a party seeks to challenge or enforce an arbitration award arising out of arbitration proceedings set forth in Section 9.12 above, or to the extent a party seeks a temporary restraining order, preliminary injunction, or other similar relief, the parties hereto agree that all actions or proceedings shall be initiated and tried exclusively in the State and Federal courts located in the County of San Diego, State of California.  Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the County of San Diego, State of California shall have in personam jurisdiction and venue over each of them for the purposes of litigating any dispute, controversy or proceeding arising out of or related to this Agreement.  Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section 9.13 by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement, or in the manner set forth in Section 9.3 of this Agreement for the giving of notice.  Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.”

2.Disclosure Schedules.  The Disclosure Schedule shall be amended and restated as set forth as Exhibit A hereto.

3.No Other Changes.  Except as expressly modified by this Amendment, all terms of the Agreement shall remain in full force and effect.

[Signature Page Follows]

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IN WITNESS WHEREOF, this First Amendment to the Asset Purchase Agreement has been duly executed and delivered by the parties hereto, or their duly authorized officer, as of the date first above written.

PARENT:
Deckers Outdoor Corporation,
a Delaware corporation
By:
Name:	Zohar Ziv
Title:	Chief Operating Officer
PURCHASER:
Deckers Acquisition, Inc.,
a Delaware corporation
By:
Name:	Zohar Ziv
Title:	President
DECKERS BERMUDA:
Deckers International Limited,
a Bermuda corporation
By:
Name:	Zohar Ziv
Title:	Vice-President

[Amendment to Asset Purchase Agreement]

IN WITNESS WHEREOF, this First Amendment to the Asset Purchase Agreement has been duly executed and delivered by the parties hereto, or their duly authorized officer, as of the date first above written.

SANUK:

Sanuk USA, LLC,

a California Limited Liability Company

By:

Name:

Title:

Thomas J. Kelley

Ian L. Kessler

[Amendment to Asset Purchase Agreement]

IN WITNESS WHEREOF, this First Amendment to the Asset Purchase Agreement has been duly executed and delivered by the parties hereto, or their duly authorized officer, as of the date first above written.

C&C:

C&C Partners, Ltd.,

a California corporation

By:

Name:

Title:

Donald A. Clark

Paul Carr

[Amendment to Asset Purchase Agreement]

EX-99.1

Exhibit 99.1

DECKERS OUTDOOR CORPORATION COMPLETES SANUK ACQUISITION

GOLETA, California (July 5, 2011) — Deckers Outdoor Corporation (NASDAQGS: DECK) today announced that on July 1, 2011 it completed its previously announced acquisition of the Sanuk® brand which includes certain assets and liabilities of Sanuk U.S.A. LLC and of C. & C. Partners, LTD., the exclusive licensee for the Sanuk brand in the United States, Europe and Canada.

Deckers President, Chief Executive Officer and Chairman of the Board of Directors Angel Martinez, said: “We are very excited to have completed this compelling acquisition and add Sanuk to our portfolio of brands.  It is a young and innovative company that we believe has great growth potential both here in the United States and overseas. We look forward to working closely with the Sanuk team and utilizing Deckers’ global resources to build on the momentum they have created in the marketplace.”

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Deckers Outdoor Corporation strives to be a premier lifestyle marketer that builds niche brands into global market leaders by designing and marketing innovative, functional and fashion-oriented footwear developed for both high performance outdoor activities and everyday casual lifestyle use. Teva®, UGG® Australia, TSUBO®, and Ahnu® are registered trademarks of Deckers Outdoor Corporation. For more information, please visit www.Deckers.com.

This news release contains statements regarding our expectations, beliefs and views about our future performance which are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” or by the fact that such statements relate to future, and not just historical, events or circumstances, including statements related to anticipated revenues, expenses, earnings, operating cash flows, the outlook for the Company’s markets and the demand for its products. The forward-looking statements in this news release regarding our future performance are based on currently available information as of the date of this release, and because our business is subject to a number of risks and uncertainties, some of which may be beyond our control, actual operating results in the future may differ materially from the future financial performance expected at the

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current time. Those risks and uncertainties include, among others: the recent financial crisis and current global economic uncertainty; the ability to realize returns on our new and existing retail stores; our ability to accurately forecast consumer demand; our ability to anticipate fashion trends; impairment losses on our intangible or tangible assets; flaws, shortages, or price fluctuations of raw materials that could interrupt product manufacturing and increase product costs; the risks of international commerce of manufacturing in China and Vietnam; the risks of conducting business outside the US, including foreign currency and global liquidity risks; the international markets we sell to are subject to compliance with a variety of laws and political and economic risks; risks related to international trade and import regulations and security procedures; our ability to implement our growth strategies; the success of our customers and the risk of losing one or more of our key customers; our ability to protect our intellectual property rights or deter counterfeiting; our dependence on independent manufacturers to maintain a continuous supply of finished goods that meet our quality standards; liquidity and market risks for our cash equivalents and short-term investments; the risk of losing key personnel; the interruption of key business processes and supporting information systems; loss of our warehouses; the impact of increases in petroleum and other energy prices, or demand for ocean containers or other means of transportation; the sensitivity of our sales to seasonal and weather conditions; we could be subject to additional income tax liabilities; our ability to compete effectively with our competition; and the volatility of our common stock. Certain of these risks and uncertainties, as well as others, are more fully described under the heading “Risk Factors” and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which the Company filed with the Securities and Exchange Commission on March 1, 2011, and under “Risk Factors” in any subsequent filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements contained in this news release, which speak only as of the date of this release. The Company undertakes no obligation to publicly release or update the results of any revisions to forward-looking statements, which may be made to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The risks and uncertainties highlighted herein should not be assumed to be the only items that could affect the future performance or valuation of the Company.

Investor Contacts:

Tom George

Chief Financial Officer

(805) 967-7611

Brendon Frey

ICR

(203) 682-8200

Media Contact:

Errin Cecil-Smith

Director, Public Relations & Corporate Communications

errin.cecil-smith@deckers.com

(805) 967-7611

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