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) December 16,
2010
ROCKY BRANDS,
INC.
(Exact name of
registrant as specifıed in its charter)
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Ohio
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31-1364046
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identifıcation
No.)
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39 East Canal Street, Nelsonville,
Ohio
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45764
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(Address
of principal executive offıces)
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(Zip
Code)
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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 fıling is intended to simultaneously
satisfy the fıling 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))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On December 16, 2010, Rocky Brands,
Inc. (the “Company”) issued a press release entitled “Rocky Brands, Inc.
Announces Leadership Succession Plan.” A copy of the Company’s press
release is furnished as Exhibit 99 to this Form 8-K and is incorporated herein
by reference.
Pursuant to the leadership succession
plan, President and Chief Operating Officer David Sharp, age 55, will be
promoted to President and Chief Executive Officer, effective July 1,
2011. Current Chief Executive Officer and Chairman of the Board Mike
Brooks, age 64, will continue to serve as Executive Chairman of the
Board.
Mr. Sharp joined the Company in June
2000 and has served as President and Chief Operating Officer since January
2005. He was elected to the Board of Directors in May 2010. Prior to
that Mr. Sharp held increasing positions of responsibility with the Company,
serving as Executive Vice President and Chief Operating Officer (March 2002 -
January 2005), Senior Vice President - Sales and Operations (June 2001 - March
2002), Vice President of Sales and Marketing (October 2000 - June 2001), and
Vice President of Manufacturing Operations and Marketing (June 2000 - October
2000). Mr. Sharp has been engaged in the footwear industry for his
entire career. Prior to joining Rocky Brands, Mr. Sharp held various
senior management, sales and marketing positions with H.H. Brown, Inc., a
wholly-owned subsidiary of Berkshire-Hathaway Inc., Acme Boot Co., and Converse,
Inc.
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 the promotion of Mr.
Sharp to President and Chief Executive Officer effective July 1, 2011 and the
transition to new leadership. 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, 2009 (filed
March 2, 2010) and the Company’s quarterly reports on Form 10-Q for the quarters
ended March 31, 2010 (filed May 3, 2010), June 30, 2010 (filed August 3, 2010),
and September 30, 2010 (filed October 28, 2010). 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.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
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99
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Press
Release, dated December 16, 2010, entitled “Rocky Brands, Inc. Announces
Leadership Succession Plan.”
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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.
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Rocky
Brands, Inc. |
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Date: December
17, 2010
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By:
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/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
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99
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Press
Release, dated December 16, 2010, entitled “Rocky Brands, Inc. Announces
Leadership Succession Plan.”
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