Ohio 31-1364046
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
39 East Canal Street
Nelsonville, Ohio 45764
(Address of Registrant's principal executive offices)
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share* Price* Registration Fee*
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Common Stock,
no par value 400,000 $10.23 $4,092,000 $332
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This Registration Statement shall be deemed to cover an indeterminate number of additional shares of Rocky Shoes & Boots, Inc. common stock, no par value, as may be issuable pursuant to future stock dividends, stock splits or similar transactions.
PART I
The documents containing the information concerning the Rocky Shoes & Boots, Inc. Second Amended and Restated 1995 Stock Option Plan, specified in Part I will be sent or given to participants as specified by Rule 428(b)(1). Such documents are not filed as part of this Registration Statement in accordance with the Note to Part I of the Form S-8 Registration Statement.
We incorporate by reference into this Registration Statement the contents of the Form S-8 Registration Statements previously filed with the Securities and Exchange Commission by the Registrant on July 3, 1996, (Registration No. 333-4434) and November 16, 1998 (Registration No. 333-67357).
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on July 31, 2003.
By: /s/ Mike Brooks --------------------------------------- Mike Brooks, Chairman, Chief Executive Officer and President |
Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Mike Brooks Chairman, Chief Executive Officer, July 31, 2003
---------------------------- President and Director
Mike Brooks (Principal Executive Officer)
*James E. McDonald Vice President and Chief Financial July 31, 2003
---------------------------- Officer (Principal Financial and
James E. McDonald Accounting Officer)
*Curtis A. Loveland Secretary and Director July 31, 2003
----------------------------
Curtis A. Loveland
* Robert D. Rockey Director July 31, 2003
----------------------------
Robert D. Rockey
* Leonard L. Brown Director July 31, 2003
----------------------------
Leonard L. Brown
* James L. Stewart Director July 31, 2003
----------------------------
James L. Stewart
*By /s/ Mike Brooks
-------------------------------------------
Mike Brooks, Attorney-in-fact for each of
the persons indicated
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Exhibit
Number Exhibit Description
------- -------------------
4(a) Second Amended and Restated Articles of Incorporation of Rocky
Shoes & Boots, Inc. (Previously filed as Exhibit 3.1 to the
Company's Form 10-K for the year ended December 31, 1997, and
incorporated herein by reference).
4(b) Amended and Restated Code of Regulations of Rocky Shoes & Boots,
Inc. (Previously filed as Exhibit 3.2 to the Company's Form S-1
(Registration No. 33-56118), and incorporated herein by
reference).
4(c) Rocky Shoes & Boots, Inc., Second Amended and Restated 1995 Stock
Option Plan (Previously filed as Appendix A to Proxy Statement on
Form DEF 14A (Registration No. 000-21026) filed with the
Commission on April 15, 2002, and incorporated herein by
reference).
5 * Opinion of Porter, Wright, Morris & Arthur LLP regarding
legality.
23(a) Consent of Porter, Wright, Morris & Arthur LLP (included in
Exhibit 5 filed herewith).
23(b) * Consent of Deloitte & Touche LLP.
24 * Power of Attorney.
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* Filed with this Registration Statement.
Rocky Shoes & Boots, Inc.
39 East Canal Street
Nelsonville, Ohio 45764
Re: Registration Statement on Form S-8 Rocky Shoes & Boots, Inc. Second Amended and Restated 1995 Stock Option Plan (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for Rocky Shoes & Boots, Inc., an Ohio corporation ("Rocky"), in connection with the Registration Statement on Form S-8 (the "Registration Statement"), filed by Rocky with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the registration of an additional 400,000 shares of Rocky Common Stock, no par value (the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate records, documents and other instruments of Rocky as we have deemed necessary.
Based on the foregoing, we are of the opinion that the Shares will, when issued and paid for in accordance with the provisions of the Plan, be legally issued, fully paid and nonassessable, and entitled to the benefits of the Plan.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur LLP PORTER, WRIGHT, MORRIS & ARTHUR LLP |
We consent to the incorporation by reference in this Registration Statement of Rocky Shoes & Boots, Inc. on Form S-8 of our reports dated March 18, 2003, appearing in the Annual Report on Form 10-K of Rocky Shoes & Boots, Inc. for the year ended December 31, 2002.
/s/ Deloitte & Touche LLP Deloitte & Touche LLP Columbus, Ohio |
July 31, 2003
Exhibit 24
Each of the undersigned officers and directors of Rocky Shoes & Boots, Inc., an Ohio corporation (the "Company"), hereby appoints James E. McDonald and Curtis A. Loveland as his attorneys, or either of them, with power to act without the other, as his true and lawful attorney, to sign, in his name and on his behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Company's Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering under the Securities Act of 1933, as amended, an additional 400,000 shares of Common Stock, no par value, to be sold and distributed by the Company pursuant to the Company's Second Amended and Restated 1995 Stock Option Plan (the "Plan"), and such other number of shares as may be issued under the anti-dilution provisions of the Plan, and any and all amendments, including post-effective amendments, to the Registration Statement hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of the undersigned, and in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as the undersigned could or might do in person, hereby granting to each said attorney-in-fact full power of substitution and revocation, and hereby ratifying all that any said attorney-in-fact or his substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed these presents effective as of December 16, 2002.
/s/ Mike Brooks Chairman, Chief Executive Officer,
------------------------------------ President and Director
Mike Brooks (Principal Executive Officer)
/s/ David Fraedrich Senior Vice President, Treasurer
------------------------------------ and Director
David Fraedrich
/s/ James E. McDonald Vice President and Chief Financial
------------------------------------ Officer (Principal Financial and
James E. McDonald Accounting Officer)
/s/ Curtis A. Loveland Secretary and Director
------------------------------------
Curtis A. Loveland
/s/ Leonard L. Brown Director
------------------------------------
Leonard L. Brown
/s/ Glenn E. Corlett Director
------------------------------------
Glenn E. Corlett
/s/ Stanley I. Kravetz Director
------------------------------------
Stanley I. Kravetz
/s/ Robert D. Rockey Director
------------------------------------
Robert D. Rockey
/s/ James L. Stewart Director
------------------------------------
James L. Stewart
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