-----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, IM4IqwqRk9BkwQfIThOUzu4rlbtNDbgKU8m1WcqiNW37+/5PaEdFdjadHguGz0It JoqymWTdPb8QuSLhxFCktw== 0001157523-05-008668.txt : 20051007 0001157523-05-008668.hdr.sgml : 20051007 20051006193708 ACCESSION NUMBER: 0001157523-05-008668 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051003 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051007 DATE AS OF CHANGE: 20051006 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: 051128131 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 a4989858.txt DECKERS OUTDOOR CORPORATION 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): October 3, 2005 DECKERS OUTDOOR CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-22446 95-3015862 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) 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) 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: [ ] 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)) -1- Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously announced on a Form 8-K filed with the Securities and Exchange Commission on September 22, 2005, Angel Martinez, the President and Chief Executive Officer of Deckers Outdoor Corporation (the "Company") was appointed to the Board of Directors of the Company (the "Board"), effective September 16, 2005. On October 3, 2005, the Company received written notice from the Nasdaq Stock Market ("Nasdaq") that due to the appointment of Mr. Martinez, the Company no longer complies with Nasdaq Marketplace Rule 4350(c)(1) (the "Rule"), which requires a listed company to have a majority of independent directors serving on its board. As a result of Mr. Martinez's appointment, the Company's Board presently has six members, composed of three independent directors. Nasdaq has requested the Company to provide Nasdaq, on or before October 18, 2005, with a specific plan and timetable to achieve compliance with the Rule. The Board will be submitting such plan and timetable to Nasdaq on or before the date stated above. The Board has initiated a search for a new independent director and intends to appoint an additional independent director as soon as possible. Item 7.01. Regulation FD Disclosure. On October 6, 2005, the Company issued a press release stating that the Company had received written notice from Nasdaq that due to the appointment of Mr. Martinez, the Company no longer complies with the Rule. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and 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 deemed 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 Item 7.01 or to Exhibit 99.1. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Report contains is material investor information that is not otherwise publicly available. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release, dated October 6, 2005 -2- 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 thereunto duly authorized. DECKERS OUTDOOR CORPORATION Date: October 6, 2005 By /s/ M. Scott Ash --------------------------- M. Scott Ash, Chief Financial Officer -3- EX-99.1 2 a4989858ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Deckers Outdoor Corporation Receives Deficiency Letter from NASDAQ GOLETA, Calif.--(BUSINESS WIRE)--Oct. 6, 2005--Deckers Outdoor Corporation (NASDAQ: DECK) today announced that the Company received a NASDAQ Staff deficiency letter on October 3, 2005 indicating that the Company fails to comply with the independent director requirement for continued listing set forth in Marketplace Rule 4350(c)(1), which requires a listed company to have a majority of independent directors serving on its board. As a result of President and Chief Executive Officer Angel Martinez's appointment to the Board of Directors on September 16, 2005, the Company's Board presently has six members, composed of three independent directors. NASDAQ has requested the Company to provide, on or before October 18, 2005, a specific plan and timetable to achieve compliance with Marketplace Rule 4350(c)(1). Doug Otto, Chairman of the Board, stated "We have initiated a search for a new independent director and we intend to be fully compliant as soon as possible." 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. All statements in this press release that are not historical facts are forward-looking statements, including the Company's intention to become fully compliant with NASDAQ's independent director requirements, among others. These forward-looking statements are inherently uncertain and are based on the Company's expectations as of today, October 6, 2005. In addition, such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Among the risks and uncertainties is the risk that the Company is unable to identify or attract a suitable candidate who will be deemed independent under the NASDAQ Marketplace Rules for its Board of Directors. Other risks, uncertainties and other factors are discussed in detail in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. The Company disclaims any obligation to update or revise any of the forward-looking statements in this news release. CONTACT: Company Contact: Deckers Outdoor Corporation Scott Ash, Chief Financial Officer, 805/967-7611 or Investor Relations: Integrated Corporate Relations, Inc. Chad A. Jacobs/Brendon E. Frey, 203/682-8200 -----END PRIVACY-ENHANCED MESSAGE-----