Rocky
Brands, Inc.
39 East
Canal Street
Nelsonville,
Ohio 45764
April 30,
2010
Via Edgar and
FedEx
Mr. John
Reynolds
Assistant
Director
Division
of Corporation Finance
United
States Securities and Exchange Commission
100 F
Street, N.E., Mail Stop 3561
Washington,
D.C. 20549
Form S-3, Amendment 1, filed April 23,
2010
File No. 333-165170
Dear Mr.
Reynolds:
We have
received your comments to the Form S-3, Amendment 1 (the “Filing”), filed by
Rocky Brands, Inc. (the “Company”), set forth in your letter dated as of April
29, 2010 (the “Comment Letter”). For your convenience, we have
repeated the text of your comments, followed by our response.
We
respectfully respond to the comments set out in the Comment Letter as
follows:
Cover Page of Registration
Statement
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1.
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Please
provide a separate line item for the rights that you are
registering. In addition, the prospectus cover page should
clearly reflect the rights associated with the common
stock.
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Response: Concurrently
with this letter we have filed an Amendment No. 2 to the Filing (the
“Amendment”) to provide a separate line item on the cover page of the Filing to
register the rights associated with the common stock, as described in the Form
8-A filed with the Commission on June 15, 2009, along with the common
stock. In addition, we have amended the prospectus cover page to
reflect the rights associated with the common stock.
Exhibits
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2.
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Counsel
must also opine that the rights are a
binding obligation of the company pursuant to state law governing the
rights.
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Response: The
Amendment is accompanied by a new legal opinion that states the rights have been
duly authorized and, when issued, will be the valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
pursuant to the applicable internal laws of the State of Illinois, except to the
extent that enforcement thereof may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, receivership or
other laws relating to or affecting creditors’ rights generally, and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).
Mr. John
Reynolds
Assistant
Director
Division
of Corporation Finance
United
States Securities and Exchange Commission
April 30,
2010
Page
2
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3.
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Counsel
must opine on the law of the jurisdiction of incorporation of the
registrant for the common stock being
registered.
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Response: The
Amendment is accompanied by a new legal opinion that opines as to the General
Corporation Law of the State of Ohio, the jurisdiction of incorporation of the
Company for the common stock being registered.
* * *
The
Company acknowledges that:
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·
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the
Company is responsible for the adequacy and accuracy of the disclosure in
its filings with the Commission (the
“filings”);
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·
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staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filings; and
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·
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the
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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If you
have any questions regarding any of the foregoing, please contact Erin F.
Siegfried, Porter Wright Morris & Arthur LLP, 41 S. High Street, Columbus,
Ohio 43215, telephone (614) 227-2059, and fax (614) 227-2100.
Thank you
for your assistance.
Sincerely,
ROCKY
BRANDS, INC.
/s/ James
E. McDonald
James E.
McDonald
Executive
Vice President and
Chief
Financial Officer