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) May 3, 2006
ROCKY SHOES & BOOTS, 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
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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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))
TABLE OF CONTENTS
Item 1.01. Entry Into a Definitive Material Agreement.
On May 3, 2006, Rocky Shoes & Boots, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Bearing Inspection Holdings Inc. (“Bearing”) and
Piper Jaffray & Co. (the “Underwriter”) pursuant to which Bearing sold to the Underwriter 484,261
shares of the Company’s common stock. The sale was registered under the Securities Act of 1933, as
amended, pursuant to the Company’s registration statement on Form S-3 (Registration No.
333-133056), and was made pursuant to a prospectus dated May 2, 2006, as supplemented by a
prospectus supplement dated May 3, 2006. The Company will not receive any of the proceeds from the
sale of the shares of its common stock by Bearing.
A copy of the Underwriting Agreement is filed as Exhibit 1 to this Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit No. |
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Description |
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Purchase Agreement, dated as of May 3, 2006, by and among Rocky Shoes & Boots,
Inc., Bearing Inspection Holdings Inc., and Piper Jaffray & Co. |
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