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: FEBRUARY 5, 2004 -------------------- ROCKY SHOES & BOOTS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) -------------------- Ohio 0-21026 31-1364046 - ---------------- -------------------- ---------------------- (STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) -------------------- 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) -------------------- Not Applicable (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ------------------ ITEM 7. EXHIBITS. (C) EXHIBITS. Exhibit No. Description 99 Press Release, dated February 5, 2004, entitled "Rocky Shoes & Boots, Inc. Announces Record Fourth Quarter Net Sales and Reaffirms 2003 Earnings Guidance." ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 5, 2004, Rocky Shoes & Boots, Inc. (the "Company") issued a press release regarding its net sales for the quarter and year ended December 31, 2003. The Company also reaffirmed the earnings guidance for the year ended December 31, 2003, which was previously provided on October 29, 2003. A copy of the Company's press release is furnished as an exhibit to this Form 8-K and is incorporated herein by reference. The information contained or incorporated by reference in this Form 8-K contains forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. A number of factors, including, but not limited to, those set forth under the heading "Business Risks" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, and other factors described from time to time in the Company's other filings with the Securities and Exchange Commission, could cause actual conditions, events, or results to differ significantly from those described in the forward-looking statements. All forward-looking statements included in this Form 8-K are based on information available at the time of the report. The Company assumes no obligation to update any forward-looking statement. 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: February 5, 2004 By: /s/ James E. McDonald ------------------------------------- James E. McDonald, Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 99 Press Release, dated February 5, 2004, entitled "Rocky Shoes & Boots, Inc. Announces Record Fourth Quarter Net Sales and Reaffirms 2003 Earnings Guidance."