UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A NO. 1
(MARK ONE)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 COMMISSION FILE NUMBER: 0-21026
ROCKY SHOES & BOOTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO NO. 31-1364046
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
39 EAST CANAL STREET
NELSONVILLE, OHIO 45764
(Address of principal executive offices, including zip code)
(740) 753-1951
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
Preferred Stock Purchase Rights
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to the filing
requirements for at least the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [X] NO [ ]
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant was approximately $95,775,838 on June 30, 2004.
There were 5,200,021 shares of the Registrant's Common Stock outstanding on
March 1, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2005 Annual Meeting of
Shareholders are incorporated by reference in Part III.
EXPLANATORY NOTE
Rocky Shoes & Boots, Inc. (the "Company") is filing this Amendment No. 1 on
Form 10-K/A (the "Amendment") to its Annual Report on Form 10-K for the year
ended December 31, 2004 (the "Original Form 10-K") solely to insert an
additional Exhibit 23, Consent of Independent Registered Public Accounting Firm,
due to the inadvertent omission of a registration statement number in the
Consent filed with the Original Form 10-K. Pursuant to Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, in connection with this Amendment,
the Company is filing new Exhibits 31.1 and 31.2.
Also, the Company would like to note that, as an accelerated filer, the
Company provides free of charge access to its annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports, through its website, www.rockyboots.com, as soon as reasonably
practicable after such reports are electronically filed with the Securities and
Exchange Commission.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ROCKY SHOES & BOOTS, INC.
Date: April 7, 2005 By: /s/ James E. McDonald
----------------------------------------
James E. McDonald, Executive Vice
President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Mike Brooks Chairman, Chief Executive Officer and April 7, 2005
-------------------------------------------- Director (Principal Executive Officer)
Mike Brooks
/s/ James E. McDonald Executive Vice President and April 7, 2005
-------------------------------------------- Chief Financial Officer
James E. McDonald (Principal Financial and Accounting Officer)
* CURTIS A. LOVELAND Secretary and Director April 7, 2005
--------------------------------------------
Curtis A. Loveland
*J. PATRICK CAMPBELL Director April 7, 2005
--------------------------------------------
J. Patrick Campbell
* GLENN E. CORLETT Director April 7, 2005
--------------------------------------------
Glenn E. Corlett
* MICHAEL L. FINN Director April 7, 2005
--------------------------------------------
Michael L. Finn
*G. COURTNEY HANING Director April 7, 2005
--------------------------------------------
G. Courtney Haning
* HARLEY E. ROUDA Director April 7, 2005
--------------------------------------------
Harley E. Rouda
* JAMES L. STEWART Director April 7, 2005
--------------------------------------------
James L. Stewart
* By: /s/ Mike Brooks
--------------------------------------------
Mike Brooks, Attorney-in-Fact
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