As filed with the Securities and Exchange Commission on August 1, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ROCKY SHOES & BOOTS, INC.
(Exact name of Registrant as specified in its charter)
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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ROCKY SHOES & BOOTS, INC.
SECOND AMENDED AND RESTATED
1995 STOCK OPTION PLAN
(Full Title of the Plan)
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James E. McDonald
Vice President and Chief Financial Officer
Rocky Shoes & Boots, Inc.
39 East Canal Street
Nelsonville, Ohio 45764
(740) 753-1951
(Name, address and telephone number of agent for service)
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Copies of Correspondence to:
Curtis A. Loveland, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
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CALCULATION OF REGISTRATION FEE
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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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*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of Rocky Shoes
& Boots, Inc. common stock as reported on the Nasdaq National Market on July 28,
2003.
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
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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).
II-1
SIGNATURES
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.
ROCKY SHOES & BOOTS, INC.
By: /s/ Mike Brooks
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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
II-2
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROCKY SHOES & BOOTS, INC.
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EXHIBITS
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EXHIBIT INDEX
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.