Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) November 13, 2007 (November 7, 2007)

 

PHOENIX FOOTWEAR GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-31309   15-0327010
(Commission File Number)   (IRS Employer Identification No.)

 

5840 El Camino Real, Suite 106, Carlsbad, California   92008
(Address of Principal Executive Offices)   (Zip Code)

(760) 602-9688

(Registrant’s Telephone Number, Including Area Code)

 

(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))

 

Section 2 Financial Information

Item 2.02 Results of Operations and Financial Condition

On November 13, 2007, Phoenix Footwear Group, Inc. (the “Company”) issued a press release announcing its financial results for the three months and nine months ended September 29, 2007. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release. The information furnished pursuant to this Item 2.02 and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Section 5 Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On November 7, 2007, Robert A. Gunst notified the Company that he was resigning from the Board of Directors, effective November 8, 2007. On November 9, 2007, John M. Robbins, Jr. notified the Company he was resigning from the Board of Directors. Mr. Gunst served on the Audit Committee and Mr. Robbins served on the Nominating and Governance Committee and Audit Committee. A copy of the resignation letters are attached as Exhibits 99.2 and 99.3, respectively. Both Mr. Gunst and Mr. Robbins advised the Company that they were resigning due to personal reasons.

Section 9 Financial Statement and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

99.1   Press Release issued November 13, 2007
99.2   Resignation letter dated November 7, 2007 from Robert A. Gunst
99.3   Resignation letter dated November 9, 2007 from John M. Robbins, Jr.

 

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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.

 

  PHOENIX FOOTWEAR GROUP, INC.
Date: November 13, 2007   By:  

/s/ Kenneth E. Wolf

  Name:   Kenneth E. Wolf
  Title:   Chief Financial Officer

 

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