Washington, D.C. 20549




Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) February 9, 2017




(Exact name of registrant as specifıed in its charter)


Ohio 001-34382 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Compensation Actions


On February 9, 2017, Rocky Brands, Inc. (the “Company”) announced that Mike Staude resigned from his position as interim Chief Financial Officer, effective February 17, 2017.


Mr. Staude’s resignation does not result from any disagreement with the Company on any matter relating to the Company’s accounting policies or practices.


Mr. Brooks will serve as the Company’s principal financial officer until the Company appoints a new Chief Financial Officer. Mr. Brooks has served as the Company’s Chief Executive Officer since September 2016 and, prior to that, from August 1991 until July 2011. He has also served as the Chairman of the Company’s Board of Directors since August 1991.


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 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, 2015 (filed March 3, 2016) and quarterly reports on Form 10-Q for the periods ended March 31, 2016 (filed April 29, 2016), June 30, 2016 (filed July 28, 2016), and September 30, 2016 (filed October 28, 2016). 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.


  (d) Exhibits.


  Exhibit No.                              Description
      99 Press Release, dated February 9, 2017, entitled “Rocky Brands Plans to Appoint Internal Candidate as Chief Financial Officer.”







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:  February 9, 2017 By: /s/ Mike Brooks
    Mike Brooks
    Chief Executive Officer