-----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, BadJESu8RwFa3GaiA4MV5+qDQRuspZ+kVLLHPerD7xpZKN0/yeX1UuyJRylJbKkY U/Lswb5cqQ4fiqY9lHkbDA== 0001157523-07-012327.txt : 20071220 0001157523-07-012327.hdr.sgml : 20071220 20071219184957 ACCESSION NUMBER: 0001157523-07-012327 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071219 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20071220 DATE AS OF CHANGE: 20071219 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: 071317458 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 a5571929.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 19, 2007 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 --------------------------- - -------------------------------------------------------------------------------- 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)) Item 1.01. Entry Into a Material Definitive Agreement. On December 19, 2007, Deckers Outdoor Corporation (the "Company") announced that Zohar Ziv, the Company's Chief Financial Officer and Executive Vice President of Finance and Administration, has been promoted to the newly created position of Chief Operating Officer of the Company, effective January 1, 2008. In connection with his promotion, Mr. Ziv and the Company entered into an Amendment dated December 19, 2007 (the "Amendment") to the Senior Executive Employment Agreement between the Company and Mr. Ziv originally dated March 6, 2006 (the "Employment Agreement"). The Amendment supplements and amends the Employment Agreement, which was previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2006. Under the terms of the Amendment, (i) Mr. Ziv's base salary will increase from $300,000 to $375,000 annually, (ii) the term of his employment will be extended through December 31, 2009 unless earlier terminated, and (iii) Mr. Ziv's title will be Chief Operating Officer. The Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 1.01 above, the Company announced the promotion of Zohar Ziv to Chief Operating Officer of the Company, effective January 1, 2008. The Company has initiated a search for a new Chief Financial Officer, and Mr. Ziv will continue to function as Chief Financial Officer, in addition to his new duties, until a replacement has been appointed. A copy of the Company's press release announcing Mr. Ziv's promotion is filed with this report as Exhibit 99.1 and is hereby incorporated by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description --------------- ------------------------------------------------- 10.1 Amendment dated December 19, 2007 to Senior Executive Employment Agreement between Deckers Outdoor Corporation and Zohar Ziv. 99.1 Press Release dated December 19, 2007, issued by Deckers Outdoor Corporation. 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 19, 2007 /s/ Zohar Ziv --------------------------- Zohar Ziv Chief Financial Officer EX-10 2 a5571929ex101.txt EXHIBIT 10.1 Exhibit 10.1 AMENDMENT TO SENIOR EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT TO SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") is made as of the 19th day of December, 2007, by and between Deckers Outdoor Corporation, a Delaware corporation (the "Company"), and Zohar Ziv (the "Executive"). RECITALS -------- WHEREAS, the Company and Executive are parties to that certain Senior Executive Employment Agreement dated as of March 6, 2006 (the "Agreement"); and WHEREAS, in connection with and as a condition to the Company's promotion of Executive to the position of Chief Operating Officer of the Company, the Company and Executive have agreed to enter into this Amendment to amend the Agreement on the terms and conditions set forth herein. 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. Section 1.2. Section 1.2 is hereby amended and restated to read, in its entirety as follows: "1.2 POSITION AND RESPONSIBILITIES. The Executive will serve as Chief Operating Officer, and will report to the Chief Executive Officer and President. The Executive will continue to serve as Chief Financial Officer of the Company in an interim basis until the appointment of a Chief Financial Officer." 2. Section 1.3. Section 1.3 shall be amended and restated to read, in its entirety, as follows: "1.3 TERM. The term of the Executive's employment under this Agreement will commence on the effective date of this Agreement as first written above and will continue, unless sooner terminated, until December 31, 2009. Employment of the Executive is at will and will continue until such time as written notice of termination is given by the Company or written notice is given by the Executive." 3. Section 2.1. Section 2.1 shall be amended and restated to read, in its entirety, as follows: "2.1 BASE SALARY. Effective as of January 1, 2008, the Company will pay to the Executive an annual base salary of Three Hundred Seventy Five Thousand Dollars ($375,000) to be paid in equal installments in accordance with the Company's general payment policies in effect during the term hereof (the "Base Salary"). Executive's annual base salary may be reviewed prior to December 31, 2008 and appropriate increases to salary implemented. If Executive's annual base salary is not revised effective January 1, 2009, his existing salary will continue on a monthly basis until changed. This provision does not alter the at-will nature of Executive's employment or the provisions of Articles III and IV below." 4. No Other Changes. Except as expressly modified by this Amendment, all terms of the Agreement shall remain in full force and effect. 5. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original and all of which together shall constitute one and the same instrument. [Signature Page Follows] IN WITNESS WHEREOF, the parties have executed this Amendment to Senior Executive Employment Agreement as of the date first above written. THE COMPANY DECKERS OUTDOOR CORPORATION a Delaware corporation By: /s/ Angel R. Martinez ------------------------------- Its: President and CEO ------------------------------- EXECUTIVE /s/ Zohar Ziv ------------------------------------ Zohar Ziv EX-99.1 3 a5571929ex991.txt EXHIBIT 99.1.1 Exhibit 99.1 Deckers Outdoor Corporation Announces Promotion of Zohar Ziv to Chief Operating Officer GOLETA, Calif.--(BUSINESS WIRE)--Dec. 19, 2007--Deckers Outdoor Corporation (NASDAQ: DECK) today announced that, Zohar Ziv, currently Chief Financial Officer and Executive Vice President of Finance and Administration, has been promoted to the newly created position of Chief Operating Officer, effective January 1, 2008. The Company has initiated a search for a new Chief Financial Officer. Mr. Ziv will continue to function as Chief Financial Officer until a replacement has been appointed. Angel Martinez, President and Chief Executive Officer, stated, "Since joining us in 2006, Zohar has played an integral role in implementing our growth strategy while spearheading several important initiatives that have strengthened our operating platform. In an effort to further maximize the global opportunities we believe exist for our portfolio of brands, help ensure we execute and achieve our strategic objectives, and better position the Company for long-term success, we made the decision to enhance our management team with the addition of a Chief Operating Officer. I am very confident that Zohar is the right person to fill this important role and oversee our expansion plans in the years ahead." Mr. Ziv has served as Chief Financial Officer and Executive Vice President of Finance and Administration since March 2006. Prior to joining Deckers Outdoor Corporation, he served as Chief Financial Officer with EMAK Worldwide, Inc. (NASDAQ: EMAK), a leading global marketing services firm and as Chief Financial Officer of Stravina Operating Company, LLC, a privately held company and the largest supplier of personalized novelty items in North America. 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. Teva(R), Simple(R) and UGG(R) are registered trademarks of Deckers Outdoor Corporation. All statements in this press release that are not historical facts are forward-looking statements. These forward-looking statements are inherently uncertain and are based on the Company's expectations as of today, December 19, 2007. 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. Many of the risks, uncertainties and other factors are discussed in detail in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2006. Among these risks and uncertainties are the challenge of managing the Company's brands for growth, the Company's ability to anticipate fashion trends, product mix, the success of new products, conditions in the general economy and in the retail environment, the effect of consumer preferences, the Company's dependence on international distributors to sell our products in international markets, the exposure of foreign currency and other risks related to conducting business outside the U.S., the risk that the Company's international sales are subject to a variety of laws and political and economic risks that may adversely impact the Company's sales and results of operations in certain regions, the risk that international trade regulations may impose unexpected duty costs or other non-tariff barriers to markets while the increasing number of free trade agreements has the potential to stimulate increased competition, increased security procedures may cause significant delays 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 Zohar Ziv Chief Financial Officer and Executive Vice President of Finance and Administration 805-967-7611 or Investor Relations: Integrated Corporate Relations, Inc. Chad A. Jacobs/Brendon Frey 203-682-8200 -----END PRIVACY-ENHANCED MESSAGE-----