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
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Date of Report (Date of earliest event reported)
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October 23, 2007 |
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| ROCKY BRANDS, INC. |
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| (Exact name of registrant as specified in its charter) |
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| Ohio
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0-21026
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31-1364046 |
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| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 39 East Canal Street, Nelsonville, Ohio
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45764 |
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(Address of principal executive offýces) (Zip Code) |
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Registrant’s telephone number, including area code
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(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):
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 2.02. Results of Operations and Financial Condition.
On October 23, 2007, Rocky Brands, Inc. (the “Company”) issued a press release entitled “Rocky
Brands, Inc. Announces Third Quarter Fiscal 2007 Results” regarding its consolidated financial
results for the third quarter ended September 30, 2007. A copy of the Company’s press release is
furnished as Exhibit 99 to this Form 8-K and is incorporated herein by reference.
The information in this Form 8-K and accompanying press release is being furnished under Item
2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section,
nor shall such information be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
The information contained or incorporated by reference in this Form 8-K contains certain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act, which are intended to be covered by the safe harbors
created thereby. Those statements include, but may not be limited to, all statements regarding
intent, beliefs, expectations, projections, forecasts, and plans of the Company and its management,
and include statements in the accompanying press release regarding margins for 2008 and expected
2007 revenues and earnings (paragraphs 3 and 10 of the press release). These forward-looking
statements involve numerous risks and uncertainties, including, without limitation, the various
risks inherent in the Company’s business as set forth in periodic reports filed with the Securities
and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended
December 31, 2006 (filed March 15, 2007), quarterly report on Form 10-Q for the quarter ended March
31, 2007 (filed May 7, 2007) and quarterly report on Form 10-Q for the quarter ended June 30, 2007
(filed July 31, 2007). One or more of these factors have affected historical results, and could in
the future affect the Company’s businesses and financial results in future periods and could cause
actual results to differ materially from plans and projections. Therefore there can be no assurance
that the forward-looking statements contained or incorporated by reference in this Form 8-K will
prove to be accurate. In light of the significant uncertainties inherent in the forward-looking
statements included or incorporated by reference herein, the Company, or any other person should
not regard the inclusion of such information as a representation that the objectives and plans of
the Company will be achieved. All forward-looking statements contained or incorporated by
reference in this Form 8-K are based on information presently available to the management of the
Company. The Company assumes no obligation to update any forward-looking statements.
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