UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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: APRIL 15, 2003
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ROCKY SHOES & BOOTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Ohio 0-21026 31-1364046
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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39 East Canal Street
Nelsonville, Ohio 45764
(740) 753-1951
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 15, 2003, Rocky Shoes & Boots, Inc., an Ohio corporation ("Rocky")
completed the purchase of certain assets from Gates-Mills, Inc. ("Gates")
pursuant to an Asset Purchase Agreement by and among Rocky as Buyer, Gates as
Seller, and Robert Gates and Elizabeth Gates Camarra, as shareholders of Gates
(the "Asset Purchase Agreement"). Under the terms of the Asset Purchase
Agreement, Rocky acquired all of the intellectual property of Gates, including
ownership of the Gates(R) trademark, selected raw material and finished goods
inventory, and certain records in connection with the Gates business in exchange
for $3,510,070 plus a deferred purchased price if sales by Rocky related to the
Gates product line from date of the purchase through December 31, 2003 reach
certain targets.
The transaction was accomplished through arms-length negotiations between
Rocky's management and Gates's management. There was no material relationship
between the stockholders of Gates and Rocky or any of the Rocky's affiliates,
any of Rocky's directors or officers, or any associate of any such Rocky
director or officer, prior to this transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Rocky intends to file the financial statements required by the
item within 60 days of this initial Report on Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION.
Rocky intends to file the financial statements required by the
item within 60 days of this initial Report on Form 8-K.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2(a) Asset Purchase Agreement by and among Rocky Shoes &
Boots, Inc. as Buyer, Gates-Mills, Inc. as Seller,
Robert Gates and Elizabeth Gates Camarra as
Shareholders of Seller.
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: April 30, 2003 By: /s/ James E. McDonald
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James E. McDonald, Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2(a) Asset Purchase Agreement by and among Rocky Shoes &
Boots, Inc. as Buyer, Gates-Mills, Inc. as Seller,
Robert Gates and Elizabeth Gates Camarra as
Shareholders of Seller.