0001209191-12-042284.txt : 20120816 0001209191-12-042284.hdr.sgml : 20120816 20120816173257 ACCESSION NUMBER: 0001209191-12-042284 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120816 FILED AS OF DATE: 20120816 DATE AS OF CHANGE: 20120816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSENTHAL RICHARD A CENTRAL INDEX KEY: 0001187957 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23800 FILM NUMBER: 121040827 MAIL ADDRESS: STREET 1: 51699 ASHTON COURT CITY: GRANGER STATE: IN ZIP: 46530 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-08-16 1 0000919443 LACROSSE FOOTWEAR INC BOOT 0001187957 ROSENTHAL RICHARD A LACROSSE FOOTWEAR, INC. 17634 NE AIRPORT WAY PORTLAND OR 97230 1 0 0 0 Common Stock 2012-08-16 4 U 0 36750 20.00 D 0 D Director Stock Option (right to buy) 10.83 2012-08-16 4 D 0 5000 9.17 D 2015-01-03 Common Stock 5000 0 D Director Stock Option (right to buy) 10.94 2012-08-16 4 D 0 5000 9.06 D 2016-01-03 Common Stock 5000 0 D Director Stock Option (right to buy) 13.27 2012-08-16 4 D 0 5000 6.73 D 2017-01-02 Common Stock 5000 0 D Director Stock Option (right to buy) 17.61 2012-08-16 4 D 0 5000 2.39 D 2018-01-02 Common Stock 5000 0 D Director Stock Option (right to buy) 12.00 2012-08-16 4 D 0 5000 8.00 D 2019-01-02 Common Stock 5000 0 D Director Stock Option (right to buy) 13.02 2012-08-16 4 D 0 5000 6.98 D 2020-01-04 Common Stock 5000 0 D Director Stock Option (right to buy) 16.73 2012-08-16 4 D 0 5000 3.27 D 2021-01-03 Common Stock 5000 0 D Director Stock Option (right to buy) 12.80 2012-08-16 4 D 0 5000 7.20 D 2022-01-03 Common Stock 5000 0 D The option, which provided for vesting in five equal annual installments beginning on January 3, 2005, was cancelled pursuant to a merger agreement between the issuer, ABC-MART, INC., a corporation formed under the laws of Japan, and XYZ Merger Sub, Inc., a Wisconsin corporation, dated as of July 5, 2012 (the "merger agreement"), and converted into the right to receive cash in the amount of $45,850.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). The option, which provided for vesting in four equal annual installments beginning on January 3, 2006, was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $45,300.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). The option, which provided for vesting in four equal annual installments beginning on January 2, 2007, was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $33,650.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). The option, which provided for vesting in four equal annual installments beginning on January 2, 2008, was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $11,950.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). The option, which provided for vesting in four equal annual installments beginning on January 2, 2009, fully vested immediately prior to the closing of the merger and was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $40,000.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). The option, which provided for vesting in four equal annual installments beginning on January 4, 2010, fully vested immediately prior to the closing of the merger and was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $34,900.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). The option, which provided for vesting in four equal annual installments beginning on January 3, 2011, fully vested immediately prior to the closing of the merger and was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $16,350.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). The option, which provided for vesting in four equal annual installments beginning on January 3, 2012, fully vested immediately prior to the closing of the merger and was cancelled pursuant to the merger agreement and converted into the right to receive cash in the amount of $36,000.00, without interest and subject to deduction for any withholding taxes, representing the difference between the exercise price of the option and the price paid per common share in the merger ($20.00). /s/ Richard A. Rosenthal 2012-08-16 EX-24.4_435671 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of David P. Carlson, Charles Kirk Layton, Derek Chase, Bruce Robertson and Peter Cancelmo, signing singly, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of LaCrosse Footwear, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 6th day of February, 2012. /s/ Richard A. Rosenthal