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) January 6, 2005
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ROCKY SHOES & BOOTS, INC.
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(Exact name of registrant as specified in its charter)
Ohio 0-21026 31-1364046
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
39 East Canal Street, Nelsonville, Ohio 45764
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (740) 753-1951
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Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 6, 2005, Rocky Shoes & Boots, Inc. (the "Company") and
certain of its subsidiaries (together with the Company, the "Borrowers") entered
into a loan and security agreement (the "Loan Agreement") with GMAC Commercial
Finance LLC, as agent and lender ("GMAC CF") for certain extensions of credit
(the "Credit Facility"). The Credit Facility is comprised of (i) a five-year
revolving credit facility up to a principal amount of $100,000,000 and (ii) a
three-year term loan in the principal amount of $18,000,000. The Credit Facility
is secured by a first priority perfected security interest in all presently
owned and hereafter acquired domestic personal property of the Borrowers,
subject to specified exceptions.
The foregoing description of the Credit Facility, the Loan Agreement
and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Loan
Agreement. A copy of the Loan Agreement is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
Also on January 6, 2005, the Company and certain of its subsidiaries
(together with the Company, the "Borrowers") entered into a note purchase
agreement (the "Note Purchase Agreement") with American Capital Financial
Services, Inc., as agent, and American Capital Strategies, Ltd., as lender
(collectively, "ACAS"), regarding the purchase of $30,000,000 in six-year Senior
Secured Term B Notes from the Company and its domestic subsidiaries (the "ACAS
Second Lien Term Loan") . The Note Purchase Agreement provides, among other
terms, that (i) the ACAS Second Lien Term Loan will be senior indebtedness of
the Company, secured by essentially the same collateral as the Credit Facility,
(ii) such note facility will be "last out" in the event of liquidation of the
Company and its subsidiaries, and (iii) principal payments on such note facility
will begin in the fourth year of such note facility.
The foregoing description of the Note Purchase Agreement and the
transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Note Purchase
Agreement. A copy of the Note Purchase Agreement is attached hereto as Exhibit
10.2 and is incorporated herein by reference.
On January 6, 2005, the Company issued a press release announcing that
it had entered into the Loan Agreement and the Note Purchase Agreement. A copy
of the press release is attached hereto as Exhibit 99 and is incorporated herein
by reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On January 6, 2005, the Company and SILLC Holdings LLC consummated the
transactions contemplated by a Purchase and Sale of Equity Interests Agreement,
by and among SILLC Holdings LLC, Rocky Shoes & Boots, Inc., and solely for the
purposes of Section 5.13, Section 5.14, Article VII, Article IX and Article X
thereof, Strategic Industries LLC (the "Agreement"). Pursuant to the Agreement,
the Company has acquired 100% of the issued and
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outstanding voting limited liability interests of EJ Footwear LLC, Georgia Boot
LLC, and HM Lehigh Safety Shoe Co. LLC (the "EJ Footwear Group").
The aggregate purchase price for the interests of EJ Footwear Group,
including a closing date working capital adjustment, was $89.5 million in cash
plus 484,261 shares of the Company's common stock (the "Shares"), which were
valued at $10 million on the date of signing of the Agreement.
The foregoing description of the Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Agreement. A copy of the
Agreement was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K,
dated December 6, 2004, filed with the Securities and Exchange Commission on
December 8, 2004, and is incorporated herein by reference.
On January 6, 2005, the Company issued a press release announcing that
it closed the transaction. A copy of the press release is attached hereto as
Exhibit 99 and is incorporated herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See "Item 1.01. Entry into a Material Definitive Agreement," which is
incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
See "Item 2.01. Completion of Acquisition or Disposition of Assets,"
which is incorporated herein by reference.
The Shares were issued in reliance upon the exemption from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), for "transactions by the issuer not involving any public
offering." The Shares are "restricted" securities within the meaning of Rule 144
of the Securities Act and bear a legend to that effect.
The information contained or incorporated by reference in this Form 8-K
contains forward-looking statements, including certain plans, expectations,
goals, and projections, which are subject to numerous assumptions, risks, and
uncertainties. A number of factors, including but not limited to those set forth
under the heading "Business Risks" included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2003, and other factors described from
time to time in the Company's other filings with the Securities and Exchange
Commission, could cause actual conditions, events, or results to differ
significantly from those described in the forward-looking statements. All
forward-looking statements included in this Form 8-K are based on information
available at the time of the report. The Company assumes no obligation to update
any forward-looking statement.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements required by this item will be filed
by an amendment to this Form 8-K on or before March 24, 2005.
(B) PRO FORMA FINANCIAL INFORMATION.
The financial statements required by this item will be filed
by an amendment to this Form 8-K on or before March 24, 2005.
(C) EXHIBITS.
Exhibit No. Description
2.1 Purchase and Sale of Equity Interests Agreement,
dated as of December 6, 2004, by and among SILLC
Holdings LLC, Rocky Shoes & Boots, Inc., and solely
for the purposes of Section 5.13, Section 5.14,
Article VII, Article IX and Article X thereof,
Strategic Industries LLC (incorporated by reference
to Exhibit 2.1 to the Company's Current Report on
Form 8-K, dated December 6, 2004, filed with the
Securities and Exchange Commission on December 8,
2004).
10.1 Loan and Security Agreement, dated as of January 6,
2005, by and among Rocky Shoes & Boots, Inc.,
Lifestyle Footwear, Inc., EJ Footwear LLC, HM Lehigh
Safety Shoe Co. LLC, Georgia Boot LLC, Durango Boot
Company LLC, Northlake Boot Company LLC, Lehigh
Safety Shoe Co. LLC, Georgia Boot Properties LLC, and
Lehigh Safety Shoe Properties LLC, as Borrowers, GMAC
Commercial Finance LLC, as Agent and as Lender.
10.2 Note Purchase Agreement, dated as of January 6, 2005,
by and among Rocky Shoes & Boots, Inc., Lifestyle
Footwear, Inc., EJ Footwear LLC, HM Lehigh Safety
Shoe Co. LLC, Georgia Boot LLC, Georgia Boot
Properties LLC, Durango Boot Company LLC, Northlake
Boot Company LLC, Lehigh Safety Shoe Co. LLC, and
Lehigh Safety Shoe Properties LLC, as Loan Parties,
American Capital Financial Services, Inc., as Agent,
and American Capital Strategies, Ltd., as Purchaser.
99 Press Release, dated January 6, 2005, entitled "Rocky
Shoes & Boots Completes Acquisition of EJ Footwear"
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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 SHOES & BOOTS, INC.
Date: January 12, 2005 By: /s/ James E. McDonald
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James E. McDonald, Executive
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
2.1 Purchase and Sale of Equity Interests Agreement,
dated as of December 6, 2004, by and among SILLC
Holdings LLC, Rocky Shoes & Boots, Inc., and solely
for the purposes of Section 5.13, Section 5.14,
Article VII, Article IX and Article X thereof,
Strategic Industries LLC (incorporated by reference
to Exhibit 2.1 to the Company's Current Report on
Form 8-K, dated December 6, 2004, filed with the
Securities and Exchange Commission on December 8,
2004).
10.1 Loan and Security Agreement, dated as of January 6,
2005, by and among Rocky Shoes & Boots, Inc.,
Lifestyle Footwear, Inc., EJ Footwear LLC, HM Lehigh
Safety Shoe Co. LLC, Georgia Boot LLC, Durango Boot
Company LLC, Northlake Boot Company LLC, Lehigh
Safety Shoe Co. LLC, Georgia Boot Properties LLC, and
Lehigh Safety Shoe Properties LLC, as Borrowers, GMAC
Commercial Finance LLC, as Agent and as Lender, and
the Financial Institutions listed on the signature
pages, as Lenders.
10.2 Note Purchase Agreement, dated as of January 6, 2005,
by and among Rocky Shoes & Boots, Inc., Lifestyle
Footwear, Inc., EJ Footwear LLC, HM Lehigh Safety
Shoe Co. LLC, Georgia Boot LLC, Georgia Boot
Properties LLC, Durango Boot Company LLC, Northlake
Boot Company LLC, Lehigh Safety Shoe Co. LLC, and
Lehigh Safety Shoe Properties LLC, as Loan Parties,
American Capital Financial Services, Inc., as Agent,
and American Capital Strategies, Ltd., as Purchaser.
99 Press Release, dated January 6, 2005, entitled "Rocky
Shoes & Boots Completes Acquisition of EJ Footwear"
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