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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: NOVEMBER 5, 1997
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ROCKY SHOES & BOOTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Ohio 0-21026 31-1364046
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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39 East Canal Street
Nelsonville, Ohio 45764
(614) 753-1951
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER ITEMS.
On November 5, 1997, the Board of Directors of Rocky Shoes & Boots,
Inc., an Ohio corporation ("Rocky"), adopted a shareholder rights plan that
contemplates the issuance of rights to purchase preferred stock of Rocky to
Rocky's common shareholders of record as of November 24, 1997, as set forth in
the Form of Rights Agreement attached hereto as Exhibit 4.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) EXHIBITS.
Exhibit No. Description
4.1 Form of Rights Agreement dated as of November 5,
1997, between Rocky and The Fifth Third Bank,
including as Exhibit A the Second Amended and
Restated Articles of Incorporation designating
the Series B Junior Participating Cumulative
Preferred Stock, as Exhibit B thereto the form of
Right Certificate and as Exhibit C thereto the
Summary of Rights.
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: November 11, 1997 By: /s/ Mike Brooks
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Mike Brooks, President
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EXHIBIT INDEX
Exhibit No. Description Page
4.1 Form of Rights Agreement dated as of November 5,
1997, between Rocky and The Fifth Third Bank,
including as Exhibit A the Second Amended and
Restated Articles of Incorporation designating
the Series B Junior Participating Cumulative
Preferred Stock, as Exhibit B thereto the form of
Right Certificate and as Exhibit C thereto the
Summary of Rights.