<PAGE> 1
As filed with the Securities and Exchange Commission on November 16, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
ROCKY SHOES & BOOTS, INC.
(Exact name of Registrant as specified in its charter)
Ohio 31-1364046
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
39 East Canal Street
Nelsonville, Ohio 45764
(Address of Registrant's principal executive offices)
----------------------
ROCKY SHOES & BOOTS, INC.
AMENDED & RESTATED 1995 STOCK OPTION PLAN
(Full Title of the Plan)
----------------------
Mike Brooks
Chairman, President, and Chief Executive Officer
Rocky Shoes & Boots, Inc.
39 East Canal Street
Nelsonville, Ohio 45764
(740) 753-1951
(Name, address and telephone number of agent for service)
----------------------
Copies of Correspondence to:
Curtis A. Loveland, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value................. 500,000 $7.125 $3,562,500 $990.38
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of Rocky
Common Stock as reported on the Nasdaq National Market System on November 9,
1998.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Rocky Shoes & Boots, Inc. Common Stock, no par value, as
may be issuable pursuant to future stock dividends, stock splits or similar
transactions.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Rocky Shoes &
Boots, Inc. 1995 Amended and Restated Stock Option Plan, specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents are not filed as part of this Registration Statement in accordance
with the Note to Part I of the Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Form S-8 Registration Statement previously filed
with the Securities and Exchange Commission by the Registrant on May 3, 1996,
Registration No. 333-4434, are hereby incorporated by reference herein.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nelsonville, State of Ohio, on November 13, 1998.
ROCKY SHOES & BOOTS, INC.
By: /s/ David Fraedrich
------------------------------------------
David Fraedrich, Executive Vice President,
Treasurer, and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman, President and Chief ) November 13, 1998
Executive Officer and Director )
* Mike Brooks (Principal Executive Officer) )
- ---------------------------------------
Mike Brooks )
Executive Vice President, ) November 13, 1998
Treasurer, Chief Financial Officer )
and Director (Principal Financial )
/s/ David Fraedrich and Accounting Officer) )
- ---------------------------------------
David Fraedrich )
)
)
* Curtis A. Loveland Secretary and a Director ) November 13, 1998
- ---------------------------------------
Curtis A. Loveland )
)
)
* Leonard L. Brown Director ) November 13, 1998
- ---------------------------------------
Leonard L. Brown )
)
)
* Barbara Brooks Fuller Director ) November 13, 1998
- ---------------------------------------
Barbara Brooks Fuller )
)
)
* Stanley I. Kravetz Director ) November 13, 1998
- ---------------------------------------
Stanley I. Kravetz )
)
)
*James L. Stewart Director ) November 13, 1998
- ---------------------------------------
James L. Stewart )
)
)
* Robert D. Stix Director ) November 13, 1998
- ---------------------------------------
Robert D. Stix )
)
)
*By: /s/ David Fraedrich )
----------------------------------
David Fraedrich, Attorney-in-fact ) November 13, 1998
</TABLE>
<PAGE> 4
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ROCKY SHOES & BOOTS, INC.
----------------------
EXHIBITS
----------------------
<PAGE> 5
EXHIBIT INDEX
Exhibit Exhibit
Number Description
- ------ -----------
4(a) * Rocky Shoes & Boots, Inc. Amended and
Restated 1995 Stock Option Plan
4(b) Second Amended and Restated Articles of Incorporation of
Rocky Shoes & Boots, Inc. (Exhibit 3.1 to the Company's
Form 10-K for the year ended December 31, 1997, and
incorporated herein by reference).
4(c) Amended and Restated Code of Regulations (Exhibit 3.2 to
the Company's Form S-1, registration number 33-56118, and
incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibit
5 filed herewith).
23(b) * Consent of Deloitte & Touche LLP
24 * Powers of Attorney.
- --------------
* Filed with this Registration Statement
<PAGE> 1
Exhibit 4(a)
ROCKY SHOES & BOOTS, INC.
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
1. PURPOSE. This plan (the "Plan") is intended as an incentive and to
encourage stock ownership by certain key employees, officers and directors of,
and consultants and advisers who render services to, Rocky Shoes & Boots, Inc.,
an Ohio corporation (the "Company"), and any current or future Parent or
Subsidiary thereof (the "Company Group") by the granting of stock options (the
"Options") as provided herein. By encouraging such stock ownership, the Company
seeks to attract, retain and motivate employees, officers, directors,
consultants and advisers of training, experience and ability. The Options
granted under the Plan may be either incentive stock options ("ISOs") which meet
the requirements of section 422 of the Internal Revenue Code of 1986, as amended
from time to time hereafter (the "Code"), or options which do not meet such
requirements ("Non-Statutory Options").
2. EFFECTIVE DATE. The Plan will become effective on July 1, 1995 (the
"Effective Date").
3. ADMINISTRATION.
(a) The Plan will be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
which consists of not fewer than two members of the Board. If any class of
equity securities of the Company is registered under section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), all members of the
Committee will be "non-employee directors" as defined in Rule 16b-3(b)(2)(i)
promulgated under the 1934 Act (or any successor rule of like tenor and effect)
and "outside directors" as defined in section 162(m) of the Code and the
regulations promulgated thereunder.
(b) Subject to the provisions of the Plan, the Committee is
authorized to establish, amend and rescind such rules and regulations as it
deems appropriate for its conduct and for the proper administration of the Plan,
to make all determinations under and interpretations of, and to take such
actions in connection with the Plan or the Options granted thereunder as it
deems necessary or advisable. All actions taken by the Committee under the Plan
are final and binding on all persons. No member of the Committee is liable for
any action taken or determination made relating to the Plan, except for willful
misconduct.
(c) The Company will indemnify each member of the Committee
against costs, expenses and liabilities (other than amounts paid in settlements
to which the Company does not consent, which consent will not be unreasonably
withheld) reasonably incurred by such member in connection with any action to
which he or she may be a party by reason of service as a member of the
Committee, except in relation to matters as to which he or she is adjudged in
such action to be personally guilty of negligence or willful misconduct in the
performance of his or her duties. The foregoing right to indemnification is in
addition to such other rights as the Committee member may enjoy as a matter of
law, by reason of insurance coverage of any kind, or otherwise.
4. ELIGIBILITY.
(a) The Committee may grant Options and Tax Offset Payments,
as defined in paragraph 10, to such Key Employees of (or, in the case of
Non-Statutory Options only, to directors who are not employees of and to
consultants and advisers who render services to) the Company or the Company
Group as the Committee may select from time to time (the "Optionees"). The
Committee may grant more than one Option to an individual under the Plan.
(b) If any class of equity securities of the Company is
registered under section 12 of the 1934 Act, on January 1 of each year, each
member of the Board who is not an employee of the Company or of its Parent or
any Subsidiary, including members of the Committee, will automatically receive
under this Plan a Non-Statutory Option to purchase 5,000 shares of the Company's
common stock, without par value, at an exercise price equal to 100% of the Fair
Market Value of the shares on the date of grant. Such Option will not be
exercisable until a period of one year from the date of grant and will terminate
on the sixth anniversary of the date of grant. This paragraph 4(b) may not be
amended more than once every six months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act of 1974, as amended from
time to time, or the rules thereunder.
<PAGE> 2
(c) No ISO may be granted to an individual who, at the time an
ISO is granted, is considered under section 422(b)(6) of the Code as owning
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of its Parent or any Subsidiary; provided,
however, this restriction will not apply if at the time such ISO is granted the
option price per share of such ISO is at least 110% of the Fair Market Value of
such share, and such ISO by its terms is not exercisable after the expiration of
five years from the date it is granted. This paragraph 4(c) has no application
to Options granted under the Plan as Non-Statutory Options.
(d) The aggregate Fair Market Value (determined as of the date
the ISO is granted) of shares with respect to which ISOs are exercisable for the
first time by any Optionee during any calendar year under the Plan or any other
incentive stock option plan of the Company or the Company Group may not exceed
$100,000. If an ISO which exceeds the $100,000 limitation of this paragraph 4(d)
is granted, the portion of such Option which is exercisable for Shares in excess
of the $100,000 limitation shall be treated as a Non-Statutory Option pursuant
to Section 422(d) of the Code. Except as otherwise provided in the preceding
sentence, this paragraph 4(d) has no application to Options granted under the
Plan as Non-Statutory Options.
5. STOCK SUBJECT TO PLAN. The shares subject to Options under the Plan
are the shares of common stock, without par value, of the Company (the
"Shares"). The Shares issued pursuant to Options granted under the Plan may be
authorized and unissued Shares, Shares purchased on the open market or in a
private transaction, or Shares held as treasury stock. The aggregate number of
Shares for which Options may be granted under the Plan may not exceed 900,000,
subject to adjustment in accordance with the terms of paragraph 13 of the Plan.
The maximum number of Shares for which Options may be granted under the Plan
during the term of the Plan to any one individual may not exceed 450,000 subject
to adjustment in accordance with the terms of paragraph 13 of the Plan. The
unpurchased Shares subject to terminated or expired Options may again be offered
under the Plan. The Committee, in its sole discretion, may permit the exercise
of any Option as to full Shares or fractional Shares. Proceeds from the sale of
Shares under Options will be general funds of the Company.
6. TERMS AND CONDITIONS OF OPTIONS.
(a) At the time of grant, the Committee will determine whether
the Options granted will be ISOs or Non-Statutory Options. All Options and Tax
Offset Payments granted will be authorized by the Committee and, within a
reasonable time after the date of grant, will be evidenced by stock option
agreements in writing ("Stock Option Agreements"), in the form attached hereto
as Exhibit A, or in such other form and containing such terms and conditions not
inconsistent with the provisions of this Plan as the Committee may determine.
Any action under paragraph 13 may be reflected in an amendment to, or
restatement of, such Stock Option Agreements.
(b) The Committee may grant Options and Tax Offset Payments
having terms and provisions which vary from those specified in the Plan if such
Options or Tax Offset Payments are granted in substitution for, or in connection
with the assumption of, existing options granted by another corporation and
assumed or otherwise agreed to be provided for by the Company pursuant to or by
reason of a transaction involving a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation to which the
Company is a party.
7. PRICE. The Committee will determine the option price per Share (the
"Option Price") of each Option granted under the Plan. Notwithstanding the
foregoing, the Option Price of each ISO granted under the Plan may not be less
than the Fair Market Value of a Share on the date of grant of such Option. The
date of grant will be the date the Committee acts to grant the Option or such
later date as the Committee specifies and the Fair Market Value will be
determined in accordance with paragraph 26(c) and without regard to any
restrictions other than a restriction which, by its terms, will never lapse.
8. OPTION PERIOD. The Committee will determine the period during which
each Option may be exercised (the "Option Period"); provided, however, any ISO
granted under the Plan will have an Option Period which does not exceed 10 years
from the date of grant.
9. NONTRANSFERABILITY OF OPTIONS. An Option will not be transferable
by the Optionee otherwise than by will or the laws of descent and distribution
and may be exercised, during the lifetime of the Optionee, only by the Optionee
or by the Optionee's guardian or legal representative. Notwithstanding the
foregoing, an Optionee may
2
<PAGE> 3
transfer a Non-Statutory Option to members of his or her immediate family (as
defined in Rule 16a-1 promulgated under the 1934 Act), to one or more trusts for
the benefit of such family members or to partnerships in which such family
members are the only partners if (a) the stock option agreement with respect to
such Non-Statutory Option as approved by the Committee expressly so provides and
(b) the Optionee does not receive any consideration for the transfer.
Non-Statutory Options held by such transferees are subject to the same terms and
conditions that applied to such Non-Statutory Options immediately prior to
transfer.
10. TAX OFFSET PAYMENTS. The Committee has the authority and discretion
under the Plan to make cash grants to Optionees to offset a portion of the taxes
which may become payable upon exercise of Non-Statutory Options or on certain
dispositions of Shares acquired under ISOs ("Tax Offset Payments"). In the case
of Non-Statutory Options, such Tax Offset Payments will be in an amount
determined by multiplying a percentage established by the Committee by the
difference between the Fair Market Value of a Share on the date of exercise and
the Option Price, and by the number of Shares as to which the Option is being
exercised. If the Tax Offset Payment is being made on account of the disposition
of Shares acquired under an ISO, such Tax Offset Payments will be in an amount
determined by multiplying a percentage established by the Committee by the
difference between the Fair Market Value of a Share on the date of disposition,
if less than the Fair Market Value on the date of exercise, and the Option
Price, and by the number of Shares acquired under an ISO of which an Optionee is
disposing. The percentage will be established, from time to time, by the
Committee at that rate which the Committee, in its sole discretion, determines
to be appropriate and in the best interest of the Company to assist Optionees in
the payment of taxes. The Company has the right to withhold and pay over to any
governmental entities (federal, state or local) all amounts under a Tax Offset
Payment for payment of any income or other taxes incurred on exercise.
11. EXERCISE OF OPTIONS.
(a) The Committee, in its sole discretion, will determine the
terms and conditions of exercise and vesting percentages of Options granted
hereunder. Notwithstanding the foregoing or the terms and conditions of any
Stock Option Agreement to the contrary, (i) if the Optionee's employment is
terminated as a result of disability or death, his or her Options will be
exercisable to the extent and for the period specified in paragraph 12(b); (ii)
if the Optionee's employment is terminated other than as a result of disability
or death or For Cause, his or her Options will be exercisable to the extent and
for the period specified in paragraph 12(a); (iii) if a merger or similar
reorganization or sale of substantially all of the Company's assets occurs, all
outstanding Options will be exercisable to the extent and for the period
specified in paragraph 13(b) or paragraph 13(c), whichever paragraph applies;
and (iv) if a Change in Control occurs, all outstanding Options will be
exercisable for the period specified in paragraph 13(d).
(b) An Option may be exercised only upon delivery of a written
notice to the Committee, any member of the Committee, or any officer of the
Company designated by the Committee to accept such notices on its behalf,
specifying the number of Shares for which it is exercised.
(c) Within five business days following the date of exercise
of an Option, the Optionee or other person exercising the Option will make full
payment of the Option Price in cash or, with the consent of the Committee, (i)
by tendering previously acquired Shares (valued at Fair Market Value, as
determined by the Committee, as of such date of tender); (ii) with a full
recourse promissory note of the Optionee for the portion of the Option Price in
excess of the par value of Shares subject to the Option, under terms and
conditions determined by the Committee; (iii) any combination of the foregoing;
or (iv) if the Shares subject to the Option have been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and there is a regular
public market for the Shares, by delivering to the Company on the date of
exercise of the Option written notice of exercise together with:
(A) written instructions to forward a copy of such
notice of exercise to a broker or dealer, as defined in section
3(a)(4) and 3(a)(5) of the 1934 Act ("Broker"), designated in
such notice and to deliver to the specified account maintained
with the Broker by the person exercising the Option a
certificate for the Shares purchased upon the exercise of the
Option, and
(B) a copy of irrevocable instructions to the Broker to
deliver promptly to the Company a sum equal to the purchase
price of the Shares purchased upon exercise of the
3
<PAGE> 4
Option and any other sums required to be paid to the Company
under paragraph 18 of the Plan.
(d) If Tax Offset Payments sufficient to allow for withholding
of taxes are not being made at the time of exercise of an Option, the Optionee
or other person exercising such Option will pay to the Company an amount equal
to the withholding amount required to be made less any amount withheld by the
Company under paragraph 18.
12. TERMINATION OF EMPLOYMENT.
(a) Upon termination of an Optionee's employment with the
Company or the Company Group, other than (i) termination of employment by reason
of death or Disability, or (ii) termination of employment For Cause, the
Optionee will have 90 days after the date of termination (but not later than the
expiration date of the Stock Option Agreement) to exercise all Options held by
him or her to the extent the same were exercisable on the date of termination;
provided, however, if such termination is a result of the Optionee's retirement
with the consent of the Company, such Option shall then be exercisable to the
extent of 100% of the Shares subject thereto. The Committee will determine in
each case whether a termination of employment is a retirement with the consent
of the Company and, subject to applicable law, whether a leave of absence is a
termination of employment. The Committee may cancel an Option during the 90-day
period after termination of employment referred to in this paragraph if the
Optionee engages in employment or activities contrary, in the opinion of the
Committee, to the best interests of the Company or any Parent or Subsidiary of
the Company.
(b) Upon termination of employment by reason of death or
Disability, the Optionee's personal representative, or the person or persons to
whom his or her rights under the Options pass by will or the laws of descent or
distribution, will have one year after the date of such termination (but not
later than the expiration date of the Stock Option Agreement) to exercise all
Options held by Optionee to the extent the same were exercisable on the date of
termination; provided, however, the Committee, in its sole discretion, may
permit the exercise of all or any portion of any Option granted to such Optionee
not otherwise exercisable.
(c) Upon termination of employment For Cause, all Options held
by such Optionee will terminate on the date of termination.
13. STOCK SPLITS; MERGERS; REORGANIZATIONS; CHANGE IN CONTROL.
(a) If a stock split, stock dividend, combination or exchange of
shares, exchange for other securities, reclassification, reorganization,
redesignation or other change in the Company's capitalization occurs, the
Committee will proportionately adjust or substitute the aggregate number of
Shares for which Options may be granted under this Plan, the number of Shares
subject to outstanding Options and the Option Price of the Shares subject to
outstanding Options to reflect the same. The Committee will make such other
adjustments to the Options, the provisions of the Plan and the Stock Option
Agreements as may be appropriate and equitable, which adjustments may provide
for the elimination of fractional Shares.
(b) In the event of a change of the Company's common stock,
without par value, resulting from a merger or similar reorganization as to which
the Company is the surviving corporation, or a merger or similar reorganization
involving only a change in the state of incorporation or an internal
reorganization not involving a Change in Control as defined in paragraph 26(a),
the number and kind of Shares which thereafter may be purchased pursuant to an
Option under the Plan and the number and kind of Shares then subject to Options
granted hereunder and the price per Share thereof will be appropriately adjusted
in such manner as the Board may deem equitable to prevent dilution or
enlargement of the rights available or granted hereunder.
(c) Except as otherwise determined by the Board, a merger or a
similar reorganization which the Company does not survive (other than a merger
or similar reorganization involving only a change in the state of incorporation
or an internal reorganization not involving a change in control as defined in
paragraph 26(a)), or a sale of all or substantially all of the assets of the
Company, will cause every Option hereunder to terminate, to the extent not then
exercised, unless any surviving entity agrees to assume the obligations
hereunder on terms reasonably acceptable to the Board; provided, however, that,
in the case of such a merger or similar reorganization, or such a sale
4
<PAGE> 5
of all or substantially all of the assets of the Company, if there is no such
assumption, the Board, in its sole discretion, may provide that some or all of
the unexercised portion of any one or more of the outstanding Options will be
immediately exercisable and vested as of such date prior to such merger, similar
reorganization or sale of assets as the Board determines. If the Board makes an
Option fully exercisable under this paragraph 13(c), the Board will notify the
Optionee that the Option will be fully exercisable for a period of thirty (30)
days from the date of such notice, and the Option will terminate upon the
expiration of such period.
(d) If a Change in Control occurs, all outstanding Options
granted under this Plan will become immediately exercisable to the extent of
100% of the Shares subject thereto notwithstanding any contrary waiting or
vesting periods specified in this Plan or in any applicable Stock Option
Agreement.
14. SALE OF OPTION SHARES. If any class of equity securities of the
Company is registered pursuant to section 12 of the 1934 Act, any Optionee or
other person exercising the Option who is subject to section 16 of the 1934 Act
by virtue of his or her relationship to the Company shall not sell or otherwise
dispose of the Shares subject to the Option unless at least six months have
elapsed from the date of the grant of the Option.
15. RIGHTS AS SHAREHOLDER. The Optionee has no rights as a shareholder
with respect to any Shares covered by an Option until the date of issuance of a
stock certificate to the Optionee for such Shares.
16. NO CONTRACT OF EMPLOYMENT. Nothing in the Plan or in any Option or
Stock Option Agreement confers on any Optionee any right to continue in the
employment or service of the Company or any Parent or Subsidiary of the Company
or interfere with the right of the Company to terminate such Optionee's
employment or other services at any time. The establishment of the Plan will in
no way, now or hereafter, reduce, enlarge or modify the employment relationship
between the Company or any Parent or Subsidiary of the Company and the Optionee.
Options granted under the Plan will not be affected by any change of duties or
position as long as the Optionee continues to be employed by the Company or any
Parent or Subsidiary of the Company.
17. AGREEMENTS AND REPRESENTATIONS OF OPTIONEES. As a condition to the
exercise of an Option, the Committee, in its sole determination, may require the
Optionee to represent in writing that the Shares being purchased are being
purchased only for investment and without any present intent at the time of the
acquisition of such Shares to sell or otherwise dispose of the same.
18. WITHHOLDING TAXES. The Company or any Parent or Subsidiary of the
Company has the right (a) to withhold from any salary, wages, or other
compensation for services payable by the Company or any Parent or Subsidiary of
the Company to or with respect to an Optionee, or to demand payment from the
Optionee or other person to whom the Company is delivering certificates for
Shares purchased upon exercise of an Option of, amounts sufficient to satisfy
any federal, state or local withholding tax liability attributable to such
Optionee's (or any beneficiary's or personal representative's) receipt or
disposition of Shares purchased under any Option or (b) to take any such other
action as it deems necessary to enable it to satisfy any such tax withholding
obligations. The Committee, in its sole discretion, may permit an Optionee to
elect to have Shares that would be acquired upon exercise of Options (valued at
Fair Market Value as of the date of exercise) withheld by the Company in
satisfaction of such Optionee's withholding tax liabilities.
19. EXCHANGES. The Committee may permit the voluntary surrender of all
or a portion of any Option granted under the Plan to be conditioned upon the
granting to the Optionee of a new Option for the same or a different number of
Shares as the Option surrendered, or may require such voluntary surrender as a
condition precedent to a grant of a new Option to such Optionee. Subject to the
provisions of the Plan, such new Option will be exercisable at such price,
during such period and on such other terms and conditions as are specified by
the Committee at the time the new Option is granted. Upon surrender, the Options
surrendered will be cancelled, and the Shares previously subject to them will be
available for the grant of other Options. The Committee also may grant Tax
Offset Payments to any Optionee surrendering such Option for a new Option.
20. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Company to sell and
deliver the Shares under such Options, will be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may
5
<PAGE> 6
be required. Options issued under this Plan are not exercisable prior to (i) the
date upon which the Company has registered the Shares for which Options may be
issued under the 1933 Act and the completion of any registration or
qualification of such Shares under state law, or any ruling or regulation of any
government body which the Company, in its sole discretion, determines to be
necessary or advisable in connection therewith, or (ii) receipt by the Company
of an opinion from counsel to the Company stating that the exercise of such
Options may be effected without registering the Shares subject to such Options
under the l933 Act or under state or other law.
21. ASSUMPTION. The Plan may be assumed by the successors and assigns
of the Company.
22. EXPENSES. The Company will bear all expenses and costs in
connection with administration of the Plan.
23. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board may
terminate, amend or modify the Plan at any time without further action on the
part of the shareholders of the Company; provided, however, that (a) no
amendment to the Plan may cause the ISOs granted hereunder to fail to qualify as
incentive stock options under the Code; and (b) any amendment to the Plan which
requires the approval of the shareholders of the Company under the Code, the
regulations promulgated thereunder or the rules promulgated under section 16 of
the 1934 Act will be subject to approval by the shareholders of the Company in
accordance with the Code, such regulations or such rules. No amendment,
modification or termination of the Plan may adversely affect in any manner any
Option previously granted to an Optionee under the Plan without the consent of
the Optionee or the transferee of such Option.
24. TERM OF PLAN. The Plan will become effective on the Effective
Date, subject to the approval of the Plan by the holders of a majority of the
shares of stock of the Company entitled to vote within twelve months of the date
of the Plan's adoption by the Board, and the exercise of all Options granted
prior to such approval will be subject to such approval. The Plan will terminate
on the tenth anniversary of the Effective Date, or such earlier date as may be
determined by the Board. Termination of the Plan, however, will not affect the
rights of Optionees under Options previously granted to them, and all unexpired
Options will continue in force and operation after termination of the Plan
except as they may lapse or terminate by their own terms and conditions.
25. LIMITATION OF LIABILITY. The liability of the Company under this
Plan or in connection with any exercise of an Option is limited to the
obligations expressly set forth in the Plan and in any Stock Option Agreements,
and no term or provision of this Plan or of any Stock Option Agreements will be
construed to impose any further or additional duties, obligations or costs on
the Company not expressly set forth in the Plan or the Stock Option Agreements.
26. DEFINITIONS.
(a) CHANGE IN CONTROL. A "Change in Control" will be deemed to
have occurred if and when (i) a person, partnership, corporation, trust or other
entity ("Person") acquires or combines with the Company, or 50 percent or more
of its assets or earning power, in one or more transactions, and after such
acquisition or combination, less than a majority of the outstanding voting
shares of the Person surviving such transaction (or the ultimate Parent of the
surviving Person) is owned by the owners of the voting shares of the Company
outstanding immediately prior to such acquisition or combination; or (ii) during
any period of two consecutive years during the term of this Plan, individuals
who at the beginning of such period are members of the Board ("Original Board
Members") cease for any reason to constitute at least a majority of the Board,
unless the election of each Board member who was not an Original Board Member
has been approved in advance by Board members representing at least two-thirds
of the Board members then in office who were Original Board Members.
(b) DISABILITY. The term "Disability" means a physical or mental
condition resulting from bodily injury, disease, or mental disorder which
renders the Optionee incapable of continuing the Optionee's usual and customary
employment or service with the Company or the Company Group.
(c) FAIR MARKET VALUE. If the Shares are publicly traded, the
term "Fair Market Value" as used in this Plan means (i) the closing price quoted
in the Nasdaq National Market, if the shares are so quoted, (ii) the last quote
reported by Nasdaq for small-cap issues, if the shares are so quoted, (iii) the
mean between the bid and asked
6
<PAGE> 7
prices as reported by Nasdaq, if the Shares are so quoted, or (iv) if the Shares
are listed on a securities exchange, the closing price at which the Shares are
quoted on such exchange, in each case at the close of the date immediately
before the Option is granted or, if there be no quotation or sale on that date,
the next preceding date on which the Shares were quoted or traded. In all other
cases, the Fair Market Value will be determined in accordance with procedures
established in good faith by the Committee and with respect to ISOs, conforming
to regulations issued by the Internal Revenue Service regarding incentive stock
options.
(d) KEY EMPLOYEES. The term "Key Employees" means those
executive, administrative, operational and managerial employees of the Company
Group who are determined by the Committee to be eligible for Options under the
Plan.
(e) PARENT AND SUBSIDIARY. The terms "Parent" and "Subsidiary"
as used in the Plan have the respective meanings set forth in sections 424(e)
and (f) of the Code.
(f) TERMINATION FOR CAUSE. Termination of employment "For Cause"
means termination of employment for (a) the commission of an act of dishonesty,
including but not limited to misappropriation of funds or property of the
Company; (b) the engagement in activities or conduct injurious to the reputation
of the Company; (c) the conviction or entry of a guilty or no contest plea to a
misdemeanor (involving an act of moral turpitude) or a felony; (d) the violation
of any of the terms and conditions of any written agreement the Optionee may
have with the Company or its Parent or Subsidiary (following 30 days' written
notice from the Company specifying the violation and the employee's failure to
cure such violation within such 30-day period) or (e) any refusal to comply with
the written directives, policies or regulations established from time to time by
the Board.
7
<PAGE> 1
Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR
41 South High Street
Columbus, Ohio 43215
Telephone: (614) 227-2000
Fax: (614) 227-2100
November 16, 1998
Rocky Shoes & Boots, Inc.
39 East Canal Street
Nelsonville, Ohio 45764
Re: Registration Statement on Form S-8
Rocky Shoes & Boots, Inc. Amended and Restated 1995 Stock Option Plan
(the "Plan")
Ladies and Gentlemen:
We have acted as counsel for Rocky Shoes & Boots, Inc., an Ohio
corporation ("Rocky"), in connection with the Registration Statement on Form S-8
(the "Registration Statement"), filed by Rocky with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
registration of an additional 500,000 shares of Rocky Common Stock, no par value
(the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate
records, documents and other instruments of the registrant as we have deemed
necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur
----------------------------------
PORTER, WRIGHT, MORRIS & ARTHUR
<PAGE> 1
Exhibit 23(b)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Rocky Shoes & Boots, Inc. on Form S-8 of our reports dated March 6, 1998 and
March 11, 1997, appearing in and incorporated by reference in the Annual Report
on Forms 10-K of Rocky Shoes & Boots, Inc. for the years ended December 31, 1997
and 1996, respectively.
/s/ Deloitte & Touche LLP
Columbus, OH
November 13, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned officers and directors of ROCKY SHOES & BOOTS,
INC., an Ohio corporation (the "Company"), hereby appoints David Fraedrich and
Curtis A. Loveland as his true and lawful attorneys-in-fact, or either of them,
with power to act without the other, as his true and lawful attorney-in-fact, in
his name and on his behalf, and in any and all capacities stated below, to sign
and to cause to be filed with the Securities and Exchange Commission the
Company's Registration Statement on Form S-8 to register under the Securities
Act of 1933, as amended, an additional 500,000 shares of Common Stock, no par
value, to be sold and distributed by the Company pursuant to the Company's 1995
Stock Option Plan, as amended (the "Plan") and such other number of shares as
may be issued under the anti-dilution provisions of the Plan, and any and all
amendments thereto, hereby granting unto said attorneys, and to each of them,
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all such capacities, every act and thing whatsoever
necessary to be done in and about the premises as fully as each of the
undersigned could or might do in person, hereby granting to each such attorney
full power of substitution and revocation, and hereby ratifying all that any
such attorney or his substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney in counterparts if necessary, effective as of August 18, 1998.
/s/ Mike Brooks /s/ Barbara B. Fuller
- ------------------------------------------- ---------------------------
Mike Brooks, Chairman, Chief Executive Barbara B. Fuller, Director
Officer, President, and Director (Principal
Executive Officer)
/s/ David Fraedrich /s/ Leonard L. Brown
- ------------------------------------------- ---------------------------
David Fraedrich, Executive Vice Leonard L. Brown, Director
President, Chief Financial Officer,
Treasurer, and Director (Principal
Financial and Principal Accounting Officer)
/s/ Curtis A. Loveland /s/ Robert D. Stix
- ------------------------------------------- ---------------------------
Curtis A. Loveland, Secretary and Robert D. Stix, Director
Director
/s/ Stanley I. Kravetz /s/ James L. Stewart
- ------------------------------------------- ---------------------------
Stanley I. Kravetz, Director James L. Stewart, Director
