UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 000-51754
CUSIP Number 227046109


(Check one):
 
o Form 10-K
 
o Form 20-F
 
o Form 11-K
 
ý Form 10-Q
 
o Form N-SAR
 
o Form N-CSR

 
 
 
 
 
 
 
 
 
 
 
 
 
    For Period Ended:   June 30, 2008
 		   
    o Transition Report on Form 10-K    
    o Transition Report on Form 20-F    
    o Transition Report on Form 11-K    
    o Transition Report on Form 10-Q    
    o Transition Report on Form N-SAR    
    For the Transition Period Ended:  
 		    
 		    
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.		    
 		    

 
 
 
 
 
 
 
 
 
 
 
 
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:    



 
 

PART I — REGISTRANT INFORMATION
 
 

Crocs, Inc.
Full Name of Registrant
 
 


Former Name if Applicable
 
 

6328 Monarch Park Place
Address of Principal Executive Office (Street and Number)
 
 

Niwot, Colorado 80503
City, State and Zip Code
 
 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


 
 
(a)
 
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
ý   (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
    (c)   The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Due to significant changes in the Registrant's business operations during the three months ended June 30, 2008, the Management Discussion and Analysis of Financial Condition and Results of Operations could not be assembled and analyzed in a timely manner without unreasonable effort and expense to the Registrant. The Form 10-Q will be filed as soon as practicable and within the 5 day extension period.

(Attach extra Sheets if Needed)

SEC 1344 (07-03)
 
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PART IV — OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this notification

 
 
 
 
 
 
 
    Russell C. Hammer
(Name)		   (303)
(Area Code)		   848-7000
(Telephone Number)

 
 
 
 
 
 
 
(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 
 
 
 
 
 
ý Yes        o No
             

 
 
 
(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
            ý Yes        o No
             
    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
    The Company references exhibit 99.1 to its Form 8-K filed August 7, 2008 which reports the Company's results of operations for the period ending June 30, 2008.

 
 
 



 
 
 
 
 
 
        Crocs, Inc.
(Name of Registrant as Specified in Charter)
 		   

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


 
Date
 
August 11, 2008
 
By
 
/s/ RUSSELL C. HAMMER  
     
 		      
 
              Russell C. Hammer
 Chief Financial Officer, Senior Vice President—Finance and Treasurer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

   
 		   ATTENTION  
 		    

Intentional misstatements or omissions of fact
constitute Federal Criminal Violations
(See 18 U.S.C. 1001).