0001193125-12-049529.txt : 20120209 0001193125-12-049529.hdr.sgml : 20120209 20120209170524 ACCESSION NUMBER: 0001193125-12-049529 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120205 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120209 DATE AS OF CHANGE: 20120209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACROSSE FOOTWEAR INC CENTRAL INDEX KEY: 0000919443 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 391446816 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23800 FILM NUMBER: 12588257 BUSINESS ADDRESS: STREET 1: 17634 NE AIRPORT WAY CITY: PORTLAND STATE: OR ZIP: 97230 BUSINESS PHONE: 5037661010 MAIL ADDRESS: STREET 1: 17634 NE AIRPORT WAY CITY: PORTLAND STATE: OR ZIP: 97230 8-K 1 d298762d8k.htm FORM 8-K Form 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 5, 2012

 

 

LaCROSSE FOOTWEAR, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Wisconsin   0-23800   39-1446816

(State or other jurisdiction

of incorporation)

  

(Commission

file number)

  

(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):

 

¨ 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 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On February 5, 2012, LaCrosse Footwear, Inc. (the “Company”) amended Section 3.01 of its Amended and Restated By-laws pursuant to a resolution of the Company’s Board of Directors. The amendment became effective upon adoption. The amendment sets the number of directors of the Company at six, divided into three classes, each consisting of two directors.

A copy of the amendment is attached as Exhibit 3.1 to this report and is incorporated by reference herein. The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 

Exhibit

No.

  

Description

3.1   Amendment to Amended and Restated Bylaws of LaCrosse Footwear, Inc. adopted February 5, 2012.

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 9, 2012    

/s/ David P.Carlson

   

David P. Carlson

Executive Vice President

and Chief Financial Officer

EXHIBIT INDEX

 

Exhibit
No.

   

Description

3.1    Amendment to Amended and Restated Bylaws of LaCrosse Footwear, Inc. adopted February 5, 2012.
 EX-3.1 2 d298762dex31.htm AMENDMENT TO AMENDED AND RESTATED BYLAWS OF LACROSSE FOOTWEAR, INC Amendment to Amended and Restated Bylaws of LaCrosse Footwear, Inc

Exhibit 3.1

AMENDMENT TO

AMENDED AND RESTATED BY-LAWS

OF

LACROSSE FOOTWEAR, INC.

(a Wisconsin corporation)

Adopted February 5, 2012

Section 3.01 of the Company’s Amended and Restated Bylaws is hereby amended in its entirety to read as follows:

“3.01. General Powers, Classification and Number. All corporate powers shall be exercised by or under the authority of, and the business affairs of the corporation managed under the direction of, the Board of Directors. The number of directors of the corporation shall be six (6), divided into three classes, each consisting of two (2) directors, and designated as Class I, Class II and Class III, respectively. At each annual meeting of shareholders, the successors to the class of directors whose terms shall expire at the time of such annual meeting shall be elected to hold office until the third succeeding annual meeting of shareholders, and until their successors are duly elected and qualified.”