Item 2.02. Results of Operations and Financial Condition.
On February 19, 2009, Rocky Brands, Inc. (the "Company") issued a press
release entitled "Rocky Brands, Inc. Announces Fourth Quarter and 2008 Full Year
Results" regarding its consolidated financial results for the fourth quarter and
year ended December 31, 2008. A copy of the Company's press release is furnished
as Exhibit 99 to this Form 8-K and is incorporated herein by reference.
The information in this Form 8-K and accompanying press release is being
furnished under Item 2.02 and shall not be deemed to be "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or
otherwise subject to the liabilities of such section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Those statements
include, but may not be limited to, all statements regarding intent, beliefs,
expectations, projections, forecasts, and plans of the Company and its
management, and include statements in this press release regarding the focus on
cost reduction (paragraph 13). These forward-looking statements involve numerous
risks and uncertainties, including, without limitation, the various risks
inherent in the Company's business as set forth in periodic reports filed with
the Securities and Exchange Commission, including the Company's annual report on
Form 10-K for the year ended December 31, 2007 (filed March 6, 2008), the
Company's quarterly report on Form 10-Q for the quarter ended March 31, 2008
(filed May 1, 2008), the Company's quarterly report on Form 10-Q for the quarter
ended June 30, 2008 (filed August 6, 2008), and the Company's quarterly report
on Form 10-Q for the quarter ended September 30, 2008 (filed November 4, 2008).
One or more of these factors have affected historical results, and could in the
future affect the Company's businesses and financial results in future periods
and could cause actual results to differ materially from plans and projections.
Therefore there can be no assurance that the forward-looking statements included
in this press release will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
Company, or any other person should not regard the inclusion of such information
as a representation that the objectives and plans of the Company will be
achieved. All forward-looking statements made in this press release are based on
information presently available to the management of the Company. The Company
assumes no obligation to update any forward-looking statements.