Current Report Filing (8-k)
April 20 2017 - 4:06PM
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)
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April 20, 2017
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ROCKY BRANDS, INC.
(Exact name of registrant as specifıed
in its charter)
Ohio
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001-34382
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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
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(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):
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
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Item 2.02
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Results of Operations and Financial Condition.
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On April 20, 2017,
Rocky Brands, Inc. (the “Company”) issued a press release entitled “Rocky Brands, Inc. Announces First Quarter
2017 Results” regarding its consolidated financial results for the quarter ended March 31, 2017. 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, 2016 (filed March 9, 2017). 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description
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99*
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Press Release, dated April 20, 2017, entitled “Rocky Brands, Inc. Announces First Quarter 2017 Results.”
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* Such press release is being “furnished” (not
filed) under Item 2.02 of this Current Report on Form 8-K.
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 20, 2017
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By:
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/s/ Thomas D. Robertson
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Thomas D. Robertson
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Chief Financial Officer
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