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)           July 27, 2009                                               

ROCKY BRANDS, INC.
(Exact name of registrant as specifıed in its charter)

Ohio
  
0-21026
  
31-1364046
(State or other jurisdiction
  
(Commission
  
(IRS Employer
of incorporation)
  
File Number)
  
Identifıcation No.)

39 East Canal Street, Nelsonville, Ohio
  
45764
(Address of principal executive offıces)
  
(Zip Code)

Registrant's 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 fıling is intended to simultaneously satisfy the fıling obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 2.02.          Results of Operations and Financial Condition.

On July 27, 2009, Rocky Brands, Inc. (the “Company”) issued a press release entitled “Rocky Brands, Inc. Announces Second Quarter Fiscal 2009 Results” regarding its consolidated financial results for the quarter ended June 30, 2009.  A copy of the Company’s press release is furnished as Exhibit 99 to this Form 8-K and is incorporated herein by reference.

The information in this Form 8-K and accompanying press release is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained or incorporated by reference in this Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, which are intended to be covered by the safe harbors created thereby.  Those statements include, but may not be limited to, all statements regarding intent, beliefs, expectations, projections, forecasts, and plans of the Company and its management and include statements in the accompanying press release regarding improved profitability (paragraph 3).  These forward-looking statements involve numerous risks and uncertainties, including, without limitation, the various risks inherent in the Company’s business as set forth in periodic reports filed with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2008 (filed March 3, 2009), and the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2009 (filed May 4, 2009).  One or more of these factors have affected historical results, and could in the future affect the Company’s businesses and financial results in future periods and could cause actual results to differ materially from plans and projections. Therefore, there can be no assurance that the forward-looking statements contained or incorporated by reference in this Form 8-K will prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements included or incorporated by reference herein, the Company, or any other person should not regard the inclusion of such information as a representation that the objectives and plans of the Company will be achieved.  All forward-looking statements contained or incorporated by reference in this Form 8-K are based on information presently available to the management of the Company.  The Company assumes no obligation to update any forward-looking statements.

 
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Item 9.01.          Financial Statements and Exhibits.

 (d)           Exhibits.

Exhibit No.
  
Description
     
99*
  
Press Release, dated July 27, 2009, entitled “Rocky Brands, Inc. Announces Second Quarter Fiscal 2009 Results.”

*  Such press release is being “furnished” (not filed) under Item 2.02 of this Current Report on Form 8-K.

 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Rocky Brands, Inc.
     
Date:  July 27, 2009
By:
/s/ James E. McDonald
   
James E. McDonald, Executive Vice
   
President and Chief Financial Officer

 
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