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) March 31, 2009
ROCKY BRANDS, INC.
(Exact name of registrant
as specified in its charter)
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Ohio
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0-21026
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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 |
of incorporation)
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File Number)
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Identification No.) |
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39 East Canal Street, Nelsonville, Ohio
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45764 |
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(Address of principal
executive offices)
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(Zip Code) |
Registrants 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 filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 March 31, 2009, Rocky Brands, Inc. (the Company) and certain of its subsidiaries
(together with the Company, the Borrowers) entered into
Amendment No. 2 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 was filed as Exhibit 10.2 to the Companys
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.
The Amendment provides that the commitment under the revolving portion of the credit facility
is reduced from $100,000,000 to $85,000,000, and that the maturity date is extended from January 5,
2010 to April 30, 2012. The Amendment also increases the Applicable Margin, as defined in the
Amendment, and provides that the Company shall maintain certain Capital Expenditures, as defined in
the Agreement, until maturity of the facility.
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.
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Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. |
See Item 1.01. Entry into a Material Definitive Agreement, which is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Amendment No. 2 to Amended and Restated Loan and Security Agreement,
dated as of March 31, 2009, 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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