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): October 3, 2005
DECKERS OUTDOOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-22446 95-3015862
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
495A South Fairview Avenue,
Goleta, California 93117
(Address of principal executive offices) (Zip Code)
(805) 967-7611 (Registrant's telephone number, including area code)
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:
[ ] 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))
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
As previously announced on a Form 8-K filed with the Securities and
Exchange Commission on September 22, 2005, Angel Martinez, the President and
Chief Executive Officer of Deckers Outdoor Corporation (the "Company") was
appointed to the Board of Directors of the Company (the "Board"), effective
September 16, 2005.
On October 3, 2005, the Company received written notice from the
Nasdaq Stock Market ("Nasdaq") that due to the appointment of Mr. Martinez, the
Company no longer complies with Nasdaq Marketplace Rule 4350(c)(1) (the "Rule"),
which requires a listed company to have a majority of independent directors
serving on its board. As a result of Mr. Martinez's appointment, the Company's
Board presently has six members, composed of three independent directors. Nasdaq
has requested the Company to provide Nasdaq, on or before October 18, 2005, with
a specific plan and timetable to achieve compliance with the Rule.
The Board will be submitting such plan and timetable to Nasdaq on
or before the date stated above. The Board has initiated a search for a new
independent director and intends to appoint an additional independent director
as soon as possible.
Item 7.01. Regulation FD Disclosure.
On October 6, 2005, the Company issued a press release stating that
the Company had received written notice from Nasdaq that due to the appointment
of Mr. Martinez, the Company no longer complies with the Rule. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1, is being furnished and will not be treated as
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section.
This information will not be deemed incorporated by reference into a filing
under the Securities Act of 1933, or into another filing under the Exchange Act,
unless that filing expressly refers to specific information in this Item 7.01 or
to Exhibit 99.1. The furnishing of the information in this Item 7.01 is not
intended to, and does not, constitute a representation that such furnishing is
required by Regulation FD or that the information this Report contains is
material investor information that is not otherwise publicly available.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release, dated October 6, 2005
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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 thereunto duly authorized.
DECKERS OUTDOOR CORPORATION
Date: October 6, 2005 By /s/ M. Scott Ash
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M. Scott Ash,
Chief Financial Officer
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