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)
June 11,
2009
|
ROCKY BRANDS, INC.
|
|
(Exact name
of registrant as specifıed in its
charter)
|
|
Ohio
|
|
0-21026
|
|
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On June
5, 2009, the Board of Directors of Rocky Brands, Inc. (the “Company”) authorized
and declared a dividend of one preferred stock purchase right (a “Right”) for
each common share, no par value, of the Company (the “Common Shares”), and, in
connection therewith on June 11, 2009, the Company entered into a Rights
Agreement (the “Rights Agreement”) with Computershare Trust Company, N.A., as
Rights Agent (the “Rights Agent”). The dividend is payable on June
22, 2009 (the “Record Date”) to the holders of record of Common Shares as of the
close of business on such date. The following is a description of the
material provisions of the Rights and the Rights Agreement. It is
intended to provide a general description only and is qualified in its
entirety:
|
|
1.
|
Common
Share Certificates Representing
Rights
|
Until the
Distribution Date (as defined in Section 2 below): (a) the Rights
shall not be exercisable, (b) the Rights shall be attached to and trade only
together with the Common Shares, and (c) the stock certificates representing
Common Shares shall also represent the Rights attached to such Common
Shares. Common Share certificates issued after the Record Date and
prior to the Distribution Date shall contain a notation incorporating the Rights
Agreement by reference.
The
“Distribution Date” is the earliest of: (a) the tenth business day following the
date of the first public announcement that any person (other than the Company or
certain related entities, and with certain additional exceptions) has become the
beneficial owner of 20% or more of the then outstanding Common Shares (such
person is a “20% Shareholder” and the date of such public announcement is the
“20% Ownership Date”), (b) the tenth business day (or such later day as shall be
designated by the Board of Directors) following the date of the commencement of,
or the announcement of an intention to make, a tender offer or exchange offer,
the consummation of which would cause any person to become a 20% Shareholder, or
(c) the first date, on or after the 20% Ownership Date, upon which the Company
is acquired in a merger or other business combination in which the Company is
not the surviving corporation or in which the outstanding Common Shares are
changed into or exchanged for stock or assets of another person, or upon which
50% or more of the Company’s consolidated assets or earning power are sold
(other than in transactions in the ordinary course of business). In
calculating the percentage of outstanding Common Shares that are beneficially
owned by any person, such person shall be deemed to beneficially own any Common
Shares issuable upon the exercise, exchange or conversion of any options,
warrants or other securities beneficially owned by such person; provided,
however, that such Common Shares issuable upon such exercise shall not be deemed
outstanding for the purpose of calculating the percentage of Common Shares that
are beneficially owned by any other person. Notwithstanding the foregoing, no
person shall be deemed a “20% Shareholder” until such person becomes the
beneficial owner of a percentage of the then outstanding Common Shares that is
at least 1% more than the percentage of the outstanding Common Shares
beneficially owned by such person on June 11, 2009. In addition, if,
after June 11, 2009, any person becomes the beneficial owner of at least 20% of
the then outstanding Common Shares as a result of any decrease in the number of
outstanding Common Shares resulting from any stock repurchase plan or self
tender offer of the Company, then such person shall not be deemed a “20%
Shareholder” until such person thereafter acquires beneficial ownership of, in
the aggregate, a number of additional Common Shares equal to 1% or more of the
then outstanding Common Shares.
Upon the
close of business on the Distribution Date, the Rights shall separate from the
Common Shares, Right certificates shall be issued and the Rights shall become
exercisable to purchase Preferred Shares as described in Section 5
below.
|
|
3.
|
Issuance
of Right Certificates
|
As soon
as practicable following the Distribution Date, separate certificates
representing only Rights shall be mailed to the holders of record of Common
Shares as of the close of business on the Distribution Date, and such separate
Right certificates alone shall represent such Rights from and after the
Distribution Date.
The Rights shall expire on June 11,
2012, unless earlier redeemed or exchanged, unless the Distribution Date has
previously occurred and the Rights have separated from the Common Shares, in
which case the Rights will remain outstanding for three years.
Unless
the Rights have expired or been redeemed or exchanged, they may be exercised, at
the option of the holders, pursuant to paragraphs (a), (b), or (c)
below. No Right may be exercised more than once or pursuant to more
than one of such paragraphs. From and after the first event of the
type described in paragraphs (b) or (c) below, each Right that is beneficially
owned by a 20% Shareholder or that was attached to a Common Share that is
subject to an option beneficially owned by a 20% Shareholder shall be
void.
(a) Right
to Purchase Preferred Shares.
From and
after the close of business on the Distribution Date, each Right (other than a
Right that has become void) shall be exercisable to purchase one one-hundredth
of a share of Series B Junior Participating Cumulative Preferred Stock, no par
value, of the Company (the “Preferred Shares”), at an exercise price of $16.00
(sixteen dollars) (the “Exercise Price”). Prior to the Distribution
Date, the Company may substitute for all or any portion of the Preferred Shares
that would otherwise be issuable upon exercise of the Rights, cash, assets or
other securities having the same aggregate value as such Preferred
Shares. The Preferred Shares are nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of preferred
stock, are subordinate to any other series of the Company’s preferred stock,
whether issued before or after the issuance of the Preferred
Shares. The Preferred Shares may not be issued except upon the
exercise of Rights. The holder of a Preferred Share is entitled to
receive when, as and if declared, the greater of (i) a preferential annual
dividend of $1.00 per Preferred Share ($.01 per one one-hundredth of a Preferred
Share); or (ii) cash and non-cash dividends in an amount equal to 100 times the
dividends declared on each Common Share. In the event of liquidation,
the holders of Preferred Shares shall be entitled to receive a liquidation
payment in an amount equal to the greater of (1) $1.00 per Preferred Share ($.01
per one one-hundredth of a Preferred Share), plus all accrued and unpaid
dividends and distributions on the Preferred Shares, or (2) an amount equal to
100 times the aggregate amount to be distributed per Common
Share. Each Preferred Share has 100 votes, voting together with the
Common Shares. In the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, the holder of a Preferred
Share shall be entitled to receive 100 times the amount received per Common
Share. The rights of the Preferred Shares as to dividends, voting and
liquidation preferences are protected by antidilution provisions. It
is anticipated that the value of one one-hundredth of a Preferred Share should
approximate the value of one Common Share.
(b) Right
to Purchase Common Shares of the Company.
From and
after the close of business on the tenth business day following the 20%
Ownership Date, each Right (other than a Right that has become void) shall be
exercisable to purchase, at the Exercise Price (initially $16.00), Common Shares
with a market value equal to two times the Exercise Price. If the
Company does not have sufficient Common Shares available for all Rights to be
exercised, the Company shall substitute for all or any portion of the Common
Shares that would otherwise be issuable upon the exercise of the Rights, cash,
assets or other securities having the same aggregate value as such Common
Shares.
(c) Right
to Purchase Common Stock of a Successor Corporation.
If, on or
after the 20% Ownership Date, (i) the Company is acquired in a merger or other
business combination in which the Company is not the surviving corporation, (ii)
the Company is the surviving corporation in a merger or other business
combination in which all or part of the outstanding Common Shares are changed
into or exchanged for stock or assets of another person or (iii) 50% or more of
the Company’s consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), then each Right (other than a
Right that has become void) shall thereafter be exercisable to purchase, at the
Exercise Price (initially $16.00) shares of common stock of the surviving
corporation or purchaser, respectively, with an aggregate market value equal to
two times the Exercise Price.
|
|
6.
|
Adjustments
to Prevent Dilution
|
The
Exercise Price, the number of outstanding Rights and the number of Preferred
Shares or Common Shares issuable upon exercise of the Rights are subject to
adjustment from time to time as set forth in the Rights Agreement in order to
prevent dilution. With certain exceptions, no adjustment in the
Exercise Price shall be required until cumulative adjustments require an
adjustment of at least 1%.
|
|
7.
|
Cash
Paid Instead of Issuing Fractional
Securities
|
No
fractional securities shall be issued upon exercise of a Right (other than
fractions of Preferred Shares that are integral multiples of one one-hundredth
of a Preferred Share and that may, at the election of the Company, be evidenced
by depositary receipts) and in lieu thereof, an adjustment in cash shall be made
based on the market price of such securities on the last trading date prior to
the date of exercise.
At any
time prior to the earlier of (a) the tenth business day (or such later day as
shall be designated by the Board of Directors) following the date of the
commencement of, or the announcement of an intention to make, a tender offer or
exchange offer, the consummation of which would cause any person to become a 20%
Shareholder, (b) the tenth business day after the 20% Ownership Date or (c) the
first event of the type giving rise to exercise rights under Section 5(c) above,
the Board of Directors may, at its option, direct the Company to redeem the
Rights in whole, but not in part, at a price of $0.001 per Right (the
“Redemption Price”), and the Company shall so redeem the
Rights. Immediately upon such action by the Board of Directors (the
date of such action is the “Redemption Date”), the right to exercise Rights
shall terminate and the only right of the holders of Rights thereafter shall be
to receive the Redemption Price.
At any
time after the 20% Ownership Date and prior to the first date thereafter upon
which a 20% Shareholder shall be the beneficial owner of 50% or more of the
outstanding Common Shares, the Board of Directors may, at its option, direct the
Company to exchange all, but not less than all, of the then outstanding Rights
for Common Shares at an exchange ratio per Right equal to one Common Share per
Right on such Date (the “Exchange Ratio”), and the Company shall so exchange the
Rights. Immediately upon such action by the Board of Directors, the
right to exercise Rights shall terminate and the only right of the holders of
Rights thereafter shall be to receive a number of Common Shares equal to the
Exchange Ratio.
|
|
10.
|
No
Shareholder Rights Prior to
Exercise
|
Until a
Right is exercised, the holder thereof, as such, shall have no rights as a
shareholder of the Company (other than rights resulting from such holder’s
ownership of Common Shares), including, without limitation, the right to vote or
to receive dividends.
|
|
11.
|
Amendment
of Rights Agreement
|
The Board
of Directors may, from time to time, without the approval of any holder of
Rights, direct the Company and the Rights Agent to supplement or amend any
provision of the Rights Agreement in any manner, whether or not such supplement
or amendment is adverse to any holder of Rights, and the Company and the Rights
Agent shall so supplement or amend such provision; provided, however, that from
and after the earliest of (a) the tenth business day (or such later day as shall
be designated by the Board of Directors) following the date of the commencement
of, or the announcement of an intention to make, a tender offer or exchange
offer, the consummation of which would cause any person to become a 20%
Shareholder, (b) the 20% Ownership Date, (c) the first event of the type giving
rise to exercise rights under Section 5(c) above, or (d) the Redemption Date,
the Rights Agreement shall not be supplemented or amended in any manner that
would materially and adversely affect any holder of outstanding Rights other
than a 20% Shareholder.
|
Item
3.03
|
Material
Modifications to Rights of Security
Holders.
|
The information set forth under Item
1.01 “Entry into a Material Definitive Agreement” of this Form 8-K is
incorporated herein by reference.
|
Item
7.01.
|
Regulation
FD Disclosure
|
On June 11, 2009, the Company issued a
press release announcing, among other things, the execution of the Rights
Agreement. A copy of the press release is furnished as Exhibit
99.1.
The information in this Item 7.01 of
Form 8-K, including the Exhibit 99.1 attached hereto, is furnished solely
pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liabilities of that section. Further, the information
in this report, including the exhibit, shall not be deemed to be incorporated by
reference into the filings of the registrant under the Securities Act of
1933.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
4.1
|
|
Rights
Agreement, dated as of June 11, 2009, by and between the Company and
Computershare Trust Company, N.A., as Rights Agent, and which includes as
Exhibit A thereto Section (E) of Article Fourth of the Second Amended and
Restated Articles of Incorporation, as Exhibit B thereto the Form of Right
Certificate and as Exhibit C thereto the Summary of Rights, filed as
Exhibit 4.1 to the Company’s Form 8-A filed with the Securities
and Exchange Commission on June 15, 2009, and incorporated herein by
reference.
|
|
|
|
|
|
99.1*
|
|
Press
Release issued by the Company, dated June 11,
2009.
|
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: June
15, 2009
|
By:
|
/s/ James E. McDonald
|
|
|
|
James
E. McDonald, Executive Vice
|
|
|
|
President
and Chief Financial
Officer
|
EXHIBIT
INDEX
|
|
|
Description
|
|
|
|
|
|
4.1
|
|
Rights
Agreement, dated as of June 11, 2009, by and between the Company and
Computershare Trust Company, N.A., as Rights Agent, and which includes as
Exhibit A thereto Section (E) of Article Fourth of the Second Amended and
Restated Articles of Incorporation, as Exhibit B thereto the Form of Right
Certificate and as Exhibit C thereto the Summary of Rights, filed as
Exhibit 4.1 to the Company’s Form 8-A filed with the Securities
and Exchange Commission on June 15, 2009, and incorporated herein by
reference.
|
|
|
|
|
|
|
|
Press
Release issued by the Company, dated June 11,
2009.
|