-----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, FVHrziLhsUhMRQ3+N/x0ULJUx/6iqDlG5ZT3oKBUIjd32U2ljTJccNj+Qe1esiH/ Zn3k74c+GMvZm6C1E68lng== 0001157523-03-007242.txt : 20031212 0001157523-03-007242.hdr.sgml : 20031212 20031211184231 ACCESSION NUMBER: 0001157523-03-007242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031211 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECKERS OUTDOOR CORP CENTRAL INDEX KEY: 0000910521 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 953015862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22446 FILM NUMBER: 031050447 BUSINESS ADDRESS: STREET 1: 495A SOUTH FAIRVIEW AVENUE CITY: GOLETA STATE: CA ZIP: 93117 BUSINESS PHONE: 8059677611 MAIL ADDRESS: STREET 1: 495-A S FAIRVIEW AVE CITY: GOLETA STATE: CA ZIP: 93117 FORMER COMPANY: FORMER CONFORMED NAME: DECKERS FOOTWEAR CORP DATE OF NAME CHANGE: 19930811 8-K 1 a4532483.txt DECKERS OUTDOOR CORP. 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): December 11, 2003 DECKERS OUTDOOR CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-22446 95-3015862 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 495A South Fairview Avenue, Goleta, California 93117 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (805) 967-7611 ------------------------------ None - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ---------- ------------ 99.1 Press release, dated December 11, 2003 Item 9. Regulation FD Disclosure. On December 11, 2003, Deckers Outdoor Corporation issued a press release announcing that it has completed the repurchase of the entire $5.5 million of preferred stock previously issued to Mark Thatcher in connection with the acquisition of the Teva worldwide assets. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by this reference. The information in this Current Report on Form 8-K, including the exhibit, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report. 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: December 11, 2003 /s/ M. Scott Ash ---------------- M. Scott Ash, Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ---------- ----------- 99.1 Press release, dated December 11, 2003 EX-99 3 a4532483ex991.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Deckers Outdoor Corporation Announces Repurchase of Preferred Stock GOLETA, Calif.--(BUSINESS WIRE)--Dec. 11, 2003--Deckers Outdoor Corporation (NASDAQ: DECK) today announced that it has completed the repurchase of the entire $5.5 million of preferred stock previously issued to Mark Thatcher in connection with the acquisition of the Teva worldwide assets. The Company financed the repurchase using the combination of an advance on its line of credit and a $3.5 million increase in borrowings under its senior term loan. In connection with the repurchase and pursuant to the terms of the preferred stock, the Company paid Mr. Thatcher a premium of approximately $438,000, which is treated as a capital transaction and accordingly will have no impact on the Company's net earnings for 2003. However, as previously announced on October 22, 2003, under Generally Accepted Accounting Principles (GAAP), the premium will reduce earnings available for common shareholders and, therefore, is expected to negatively impact the fourth quarter earnings per share by approximately $0.04 per diluted share. Going forward, the transaction is expected to eliminate approximately 1.5 million shares from the Company's average diluted shares outstanding calculation beginning in 2004, effectively eliminating approximately 13% of the dilution from the EPS calculation. Douglas Otto, Chairman and Chief Executive Officer stated, "The decision by our Board to repurchase the preferred stock is reflective of the health of our business as well as our ongoing commitment to maximizing shareholder value." Deckers Outdoor Corporation builds niche products into global lifestyle brands by designing and marketing innovative, functional and fashion-oriented footwear, developed for both high performance outdoor activities and everyday casual lifestyle use. The Company's products are offered under the Teva, Simple and Ugg brand names. * Statements in this press release that are not historical facts are forward-looking statements, including the expected impact of the repurchase of preferred stock on the Company's current and future earnings and earnings per share. Numerous risks and uncertainties could cause the Company's actual results to differ from the results described in the forward-looking statements. Among these risks and uncertainties are conditions in the general economy and in the Company's retail environment, the effect of consumer preferences and other factors discussed in the Company's filings made with the Securities and Exchange Commission. The Company disclaims any obligation to update or revise any of the forward-looking statements in this news release. CONTACT: Deckers Outdoor Corporation Scott Ash, 805-967-7611 or Integrated Corporate Relations, Inc. Chad A. Jacobs or Brendon E. Frey, 203-222-9013 -----END PRIVACY-ENHANCED MESSAGE-----