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EX-99 - ROCKY BRANDS, INC. | v211585_ex99.htm |
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) February 15,
2011
ROCKY BRANDS, INC.
(Exact name of
registrant as specifıed in its charter)
Ohio
|
001-34382
|
31-1364046
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identifıcation
No.)
|
39 East Canal Street, Nelsonville,
Ohio
|
45764
|
(Address
of principal executive offıces)
|
(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 fıling is intended to simultaneously
satisfy the fıling 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 February 15, 2011, Rocky Brands,
Inc. (the “Company”) issued a press release entitled “Rocky Brands, Inc.
Announces Fourth Quarter and Full Year 2010 Results” regarding its consolidated
financial results for the quarter and year ended December 31, 2010. 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 future shareholder
returns (paragraph 3). 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.
2
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit
No. Description
|
99*
|
Press
Release, dated February 15, 2011, entitled “Rocky Brands, Inc. Announces
Fourth Quarter and Full Year 2010
Results.”
|
* Such
press release is being “furnished” (not filed) under Item 2.02 of this Current
Report on Form
8-K.
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 Brands, Inc. | ||
Date: February
15, 2011
|
By:
|
/s/ James E.
McDonald
|
James
E. McDonald, Executive Vice
President
and Chief Financial
Officer
|
3
EXHIBIT
INDEX
Exhibit No.
|
Description
|
99*
|
Press
Release, dated February 15, 2011, entitled “Rocky Brands, Inc. Announces
Fourth Quarter and Full Year 2010
Results.”
|
* Such
press release is being “furnished” (not filed) under Item 2.02 of this Current
Report on Form
8-K.