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) April 28, 2009
ROCKY
BRANDS, INC.
(Exact name of
registrant as specifıed 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
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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):
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 April 28, 2009, Rocky Brands, Inc.
(the “Company”) issued a press release entitled “Rocky Brands, Inc. Announces
First Quarter Fiscal 2009 Results” regarding its consolidated financial results
for the quarter ended March 31, 2009. 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. 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, 2008 (filed March 3,
2009). 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.
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99*
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Press
Release, dated April 28, 2009, entitled “Rocky Brands, Inc. Announces
First Quarter Fiscal 2009 Results.”
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*
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Such
press release is being “furnished” (not filed) under Item 2.02 of this
Current Report onForm
8-K.
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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: April
28, 2009
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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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