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):      February 25, 2008

LACROSSE FOOTWEAR, INC.

(Exact name of registrant as specified in its charter)

Wisconsin
(State or other jurisdiction of incorporation) 0-23800
(Commission file number) 39-1446816
(IRS employer identification number)

17634 NE Airport Way, Portland, Oregon 97230
(Address of principal executive offices, including zip code)

(503) 262-0110
(Registrant’s telephone number, including area code)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act 17 CFR 240.14d-2(b))

o 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 February 25, 2008 LaCrosse Footwear, Inc., a Wisconsin corporation (the “Company”), and Wells Fargo Bank, National Association (the “Bank”), entered into a First Amendment to Credit Agreement and Waiver (the “Amendment”) in respect of that certain Credit Agreement between the Company and the Bank dated as of September 8, 2006 (the “Credit Agreement”). Pursuant to the Amendment the Bank waived any breach of the Credit Agreement arising from the declaration by the Company on or about February 4, 2008 of a special cash dividend of one dollar ($1.00) per share of common stock and a first quarter cash dividend of twelve and one-half cents ($0.125) per share of common stock. The Amendment also amends the Company’s negative covenant relating to declaration and payment of dividends.

The foregoing does not purport to be a complete description of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
10.1	First Amendment to Credit Agreement and Waiver dated as of February 25, 2008 by and between LaCrosse Footwear, Inc. and Wells Fargo Bank, National Association.

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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 by the undersigned thereunto duly authorized.

	LACROSSE FOOTWEAR, INC.
Dated: February 27, 2008	By:	/s/   David P. Carlson
		David P. Carlson
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Credit Agreement and Waiver dated as of February 25, 2008 by and between LaCrosse Footwear, Inc. and Wells Fargo Bank, National Association.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) is entered into as of February 25, 2008, by and between LACROSSE FOOTWEAR, INC., a Wisconsin corporation (“Borrower”), and (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of September 8, 2006, as amended from time to time (“Credit Agreement”).

     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. On or about February 4, 2008, Borrower declared a special dividend of $1.00 per share payable on March 18, 2008 in an amount not exceeding $6,300,000, plus a dividend of $0.125 per share also payable on March 18, 2008 in an aggregate amount not exceeding $800,000, which aggregate amount exceeded the limit set forth in Section 5.2 of the Credit Agreement (prior to the effectiveness of Section 2 hereof). Bank hereby waives such breach of Section 5.2, as well as any Event of Default, or event or condition, which, with the passage of time or giving of notice or both, would constitute an Event of Default, occasioned by such breach. This waiver is specific to the breach described herein and does not imply or constitute a commitment on the part of Bank to waive any other breaches of the same or any other provisions of the Loan Documents.

     2. Section 5.2 is hereby amended to read as follows:

     “SECTION 5.2. DIVIDENDS, DISTRIBUTIONS. Declare or pay any dividend or distribution either in cash, stock or any other property on Borrower’s stock now or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower’s stock now or hereafter outstanding in any fiscal year excess of the Permitted Amount for such fiscal year. The term “Permitted Amount” means:

(a) for fiscal year ending 2007, an aggregate of $2,500,000 in dividends which may be declared and which may be paid in fiscal years ending 2007 and/or 2008;

(b) for fiscal year ending 2008, in addition to the dividends payable in 2008 as set forth in paragraph (a), the aggregate amounts of $3,500,000 plus a special dividend not exceeding $6,300,000, which may be declared and paid in fiscal year ending 2008; and

(c) for each subsequent fiscal year, an aggregate of $3,500,000 which may be declared in such fiscal year and which may be paid in such or the immediately subsequent fiscal year.”

     3. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document.

     4. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that, except as set forth in Section 1 hereof, as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

		WELLS FARGO BANK,
LACROSSE FOOTWEAR, INC.		NATIONAL ASSOCIATION
By:	/s/ Joseph P. Schneider Joseph P. Schneider	By:	/s/ James R. Bednark James R. Bednark
	President/Chief Executive Officer		Relationship Manager
By:	/s/ David P. Carlson
	David P. Carlson Executive Vice President/Chief Financial Officer

The foregoing is acknowledged and agreed to without prejudice to its obligations and grants of security under the Third Party Security Agreement granted by the undersigned in favor of Wells Fargo Bank, National Association, dated as of April 15, 2004, as amended, are hereby reaffirmed in all respects.

DANNER, INC.

By:	/s/ Joseph P. Schneider       Joseph P. Schneider
Its:	President/Chief Executive Officer