- Current report filing (8-K)
May 25 2010 - 3:37PM
Edgar (US Regulatory)
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 19,
2010
|
ROCKY BRANDS, INC.
|
(Exact name
of registrant as specifıed in its
charter)
|
Ohio
|
|
0-21026
|
|
31-1364046
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(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identifıcation
No.)
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39 East Canal Street, Nelsonville,
Ohio
|
|
45764
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(Address
of principal executive offıces)
|
|
(Zip
Code)
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Registrant's telephone number, including area code
|
(740)
753-1951
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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 May 19, 2010, Rocky Brands, Inc.
(the “Company”) and certain of its subsidiaries (together with the Company, the
“Borrowers”) entered into Amendment No. 3 to the Amended and Restated Loan and
Security Agreement (the “Amendment”) with GMAC Commercial Finance LLC, as
administrative agent and sole lead arranger for the Lenders (“GMAC CF”), Bank of
America, N.A., as syndication agent, and Charter One Bank, N.A., as
documentation agent. A copy of the Amended and Restated Loan and
Security Agreement between the Borrowers and GMAC CF (the “Loan Agreement”) was
filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated May 25,
2007, filed with the Securities and Exchange Commission on May 30, 2007, and is
incorporated herein by reference. A copy of Amendment No. 2 to the
Loan and Security Agreement was filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K, dated March 31, 2009, filed with the Commission on April 3,
2009, and is incorporated herein by reference. (All capitalized terms
not otherwise defined herein shall have the meanings given to them in the Loan
Agreement.)
The Amendment reflects Borrowers desire
to prepay all or a portion of the outstanding Second Priority Senior Secured
Notes within the period commencing on May 19, 2010 and continuing through
December 31, 2010 (the “Prepayment Period”). In addition to
provisions under the existing Amended and Restated Loan and Security Agreement,
as amended, that authorize the prepayment of all or any portion of the Second
Priority Senior Secured Notes, the Amendment provides that Borrowers may at any
time during the Prepayment Period utilize up to $15,225,000 in additional Loans
to prepay a portion of the Second Priority Senior Secured Notes, subject to
certain conditions. The Amendment further reduces Borrower’s Undrawn
Availability requirement from $5,000,000 to $4,000,000.
The foregoing description of the
Amendment and the transactions contemplated thereby does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Amendment. A copy of the Amendment is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On May 20, 2010, the board of directors
of the Company increased the number of authorized directors to nine and elected
David Sharp, the Company’s President and Chief Operating Officer, as a Class II
director.
Item
5.07.
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Submission
of Matters to a Vote of Security
Holders.
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On May 19, 2010, the Company held its
annual meeting of shareholders. The following directors were elected
at the meeting according to the vote tabulation described below:
Director
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Votes For
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Votes Withheld
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Non Votes
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J.
Patrick Campbell
|
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1,072,336
|
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1,656,730
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2,279,340
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Michael
L. Finn
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1,072,152
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1,656,914
|
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2,279,340
|
|
G.
Courtney Haning
|
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1,072,336
|
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1,656,730
|
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2,279,340
|
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Curtis
A. Loveland
|
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977,301
|
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1,751,765
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2,279,340
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Also at the annual meeting of
shareholders, the shareholders ratified the selection of Schneider Downs &
Co., Inc. as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2010 according to the vote tabulation described
below:
|
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Votes For
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Votes Against
|
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Abstain
|
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Non Votes
|
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Ratification
of Selection of Accounting Firm
|
|
4,968,878
|
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21,030
|
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18,498
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0
|
|
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Amendment
No. 3 to Amended and Restated Loan and Security Agreement, dated as of May
19, 2010, by and among Rocky Brands, Inc., Lifestyle Footwear, Inc., Rocky
Brands Wholesale LLC, Lehigh Outfitters, LLC, and Rocky Brands
International, LLC, as Borrowers, GMAC Commercial Finance LLC, as
administrative agent and sole lead arranger for the Lenders, Bank of
America, N.A., as syndication agent, and Charter One Bank, N.A., as
documentation
agent
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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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|
|
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Date: May
25, 2010
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By:
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/s/ James E. McDonald
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|
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James
E. McDonald, Executive Vice
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|
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President
and Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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|
Description
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10.1
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Amendment
No. 3 to Amended and Restated Loan and Security Agreement, dated as of May
19, 2010, by and among Rocky Brands, Inc., Lifestyle Footwear, Inc., Rocky
Brands Wholesale LLC, Lehigh Outfitters, LLC, and Rocky Brands
International, LLC, as Borrowers, GMAC Commercial Finance LLC, as
administrative agent and sole lead arranger for the Lenders, Bank of
America, N.A., as syndication agent, and Charter One Bank, N.A., as
documentation agent
|
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