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) July 27, 2007
ROCKY BRANDS, INC.
(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 offices)
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(Zip Code) |
Registrant’s telephone number, including area code (740) 753-1951
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 2.02. Results of Operations and Financial Condition.
On July 27, 2007, Rocky Brands, Inc. (the “Company”) issued a press release
entitled “Rocky Brands, Inc. Announces Second Quarter Fiscal 2007 Results” regarding its
consolidated financial results for the second quarter ended June 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 growth prospects, distribution
consolidation and expected 2007 revenues and earnings (paragraphs 3, 12 and 13 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) and quarterly
report on Form 10-Q for the quarter ended March 31, 2007 (filed May 7, 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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