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) January 12, 2005
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ROCKY SHOES & BOOTS, INC.
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(Exact name of registrant as specified in its charter)
Ohio 0-21026 31-1364046
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
39 East Canal Street, Nelsonville, Ohio 45764
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (740) 753-1951
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Not Applicable
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(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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On January 12, 2005, Rocky Shoes & Boots, Inc. (the "Company") issued a
press release regarding the promotions of David Sharp to President and Chief
Operating Officer of the Company and James E. McDonald to Executive Vice
President and Chief Financial Officer of the Company. A copy of the Company's
press release is furnished as Exhibit 99 to this Form 8-K and is incorporated
into this Item 5.02 by reference.
Mr. Sharp, 49, also serves as the President and Chief Operating Officer
of the Company's various subsidiaries, effective as of January 12, 2005. He
previously served as Executive Vice President and Chief Operating Officer of the
Company from March 2002 until the present promotion. He served as Senior Vice
President - Sales and Operations from June 2001 until March 2002, as Vice
President of Sales and Marketing from October 2000 until June 2001, and as Vice
President of Manufacturing Operations and Marketing from June 2000 until October
2000. Mr. Sharp served as Executive Vice President and Chief Operating Officer
of certain of the Company's subsidiaries, Five Star Enterprises, Ltd. ("Five
Star") and Lifestyle Footwear, Inc. ("Lifestyle") since August 2003 and of Rocky
Canada, Inc. ("Rocky Canada") since July 2003. Prior to that time, he served as
Senior Vice President - Sales and Operations of Five Star and Lifestyle from
February 2002 until August 2003. Prior to joining the Company, from September
1994 until October 1999, Mr. Sharp served in various capacities, including Vice
President and General Manager, of an operating division of H.H. Brown, Inc., a
wholly owned subsidiary of Berkshire-Hathaway, Inc., engaged in the footwear
business. Mr. Sharp also has held various senior sales and marketing positions
at Acme Boot Co., Inc. and Converse, Inc. from June 1991 until September 1994.
Mr. McDonald, 44, also serves as the Executive Vice President and Chief
Financial Officer of the Company's various subsidiaries, effective as of January
12, 2005. He previously served as Vice President and Chief Financial Officer of
the Company from June 2001 until the present promotion. He has also served as
Treasurer since June 2003. Mr. McDonald has served as Vice President and Chief
Financial Officer of Five Star and Lifestyle since February 2002 and of Rocky
Canada since July 2003. He has served as Treasurer of Five Star and Lifestyle
since August 2003 and Rocky Canada since July 2003. Prior to joining the
Company, from July 1996 until June 2001, Mr. McDonald served as Chief Financial
Officer for two operating divisions of H.H. Brown, Inc., a wholly owned
subsidiary of Berkshire-Hathaway, Inc., engaged in the footwear business. Mr.
McDonald also served as Controller of Wright's Knitwear Corporation, a privately
held manufacturer of apparel.
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The information contained or incorporated by reference in this Form 8-K
contains forward-looking statements, including certain plans, expectations,
goals, and projections, which are subject to numerous assumptions, risks, and
uncertainties. A number of factors, including but not limited to those set forth
under the heading "Business Risks" included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2003, and other factors described from
time to time in the Company's other filings with the Securities and Exchange
Commission, could cause actual conditions, events, or results to differ
significantly from those described in the forward-looking statements. All
forward-looking statements included in this Form 8-K are based on information
available at the time of the report. The Company assumes no obligation to update
any forward-looking statement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
Exhibit No. Description
99 Press Release, dated January 12, 2005, entitled
"Rocky Shoes & Boots, Inc. Announces Executive
Promotions"
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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 on its behalf by the
undersigned hereunto duly authorized.
ROCKY SHOES & BOOTS, INC.
Date: January 18, 2005 By: /s/ James E. McDonald
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James E. McDonald, Executive Vice
President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99 Press Release, dated January 12, 2005, entitled "Rocky
Shoes & Boots, Inc. Announces Executive Promotions"
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