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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A NO. 1
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
ROCKY SHOES & BOOTS, INC.
(Exact name of registrant as specified in its charter)
OHIO 31-1364046
(State of incorporation or organization) (I.R.S. Employer Identification No.)
39 EAST CANAL STREET
NELSONVILLE, OHIO 45764
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act: None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form relates:
Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Class: Preferred Stock Purchase Rights
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the Registration Statement on Form 8-A filed with
the Securities and Exchange Commission by Rocky Shoes & Boots, Inc. (the
"Company") on November 13, 1997 (the "Original Form 8-A"), relating to the
Preferred Stock Purchase Rights distributed to the shareholders of the Company
in connection with the Rights Agreement, dated November 5, 1997 (the "Rights
Agreement"), between the Company and Fifth Third Bank. The Original Form 8-A is
hereby incorporated by reference herein.
On August 31, 2004, the Board of Directors of the Company approved the
First Amendment to Rights Agreement (the "Amendment"). A complete copy of the
Amendment is attached hereto as Exhibit 4.2 and is incorporated herein by
reference.
ITEM 2. EXHIBITS
4.1 Rights Agreement dated as of November 5, 1997 by and between
the Company and The Fifth Third Bank, as Rights Agent, and
which includes as Exhibit A thereto the Form of Second Amended
and Restated Articles of Incorporation, as Exhibit B thereto
the Form of Right Certificate and as Exhibit C thereto the
Summary of Rights, previously filed as Exhibit 4.1 to the
Registration Statement on Form 8-A (file number 000-21026),
filed on November 13, 1997, and incorporated herein by
reference.
4.2 First Amendment to Rights Agreement, dated December 1, 2004,
and effective as of August 31, 2004, between the Company and
Computershare Investor Services, LLC, a Delaware limited
liability company, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
registration statement to be signed by on its behalf by the undersigned, thereto
duly authorized.
ROCKY SHOES & BOOTS, INC.
Date: December 8, 2004 By: /s/ James E. McDonald
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James E. McDonald, Vice President
and Chief Operating Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Rights Agreement dated as of November 5, 1997 by and between
the Company and The Fifth Third Bank, as Rights Agent, and
which includes as Exhibit A thereto the Form of Second Amended
and Restated Articles of Incorporation, as Exhibit B thereto
the Form of Right Certificate and as Exhibit C thereto the
Summary of Rights, previously filed as Exhibit 4.1 to the
Registration Statement on Form 8-A (file number 000-21026),
filed on November 13, 1997, and incorporated herein by
reference.
4.2 First Amendment to Rights Agreement, dated December 1, 2004,
and effective as of August 31, 2004, between the Company and
Computershare Investor Services, LLC, a Delaware limited
liability company, as Rights Agent.
4