ROCKY SHOES & BOOTS INC
8-K, 1998-09-02
FOOTWEAR, (NO RUBBER)
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<PAGE>   1
                       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: AUGUST 31, 1998

                                   ----------

                            ROCKY SHOES & BOOTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                   ----------

     Ohio                            0-21026                    31-1364046
- ----------------              ---------------------       ----------------------
(STATE OR OTHER               (COMMISSION FILE NO.)       (IRS EMPLOYER
JURISDICTION OF                                           IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

                                   ----------

                              39 East Canal Street
                             Nelsonville, Ohio 45764
                                 (740) 753-1951
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
                       INCLUDING AREA CODE OF REGISTRANT'S
                          PRINCIPAL EXECUTIVE OFFICES)

                                   ----------

                                 Not Applicable
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

                                   ----------
<PAGE>   2
ITEM 5.           OTHER ITEMS.

         On August 31, 1998, Rocky Shoes & Boots, Inc., an Ohio corporation (the
"Company"), issued a press release announcing that the Company's Board of
Directors has authorized the Company to repurchase up to 300,000 shares of its
outstanding common stock during the next twelve months. The press release is
included as Exhibit 99 to this Form 8-K and is incorporated herein by this
reference.

                                   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: September 2, 1998                By: /s/ David Fraedrich
                                          --------------------------------------
                                       David Fraedrich, Executive Vice President
                                       and Chief Financial Officer
<PAGE>   3
                                  EXHIBIT INDEX

Exhibit No.                              Description

99                Press Release, dated August 31, 1998, entitled "Rocky Shoes &
                  Boots, Inc. Announces Stock Repurchase Program."

<PAGE>   1
                                                                      Exhibit 99


FOR IMMEDIATE RELEASE                              For Additional Information
                                                   David Fraedrich
                                                   Executive Vice President
                                                     and Chief Financial Officer
                                                   (740) 753-1951


                      ROCKY SHOES & BOOTS, INC. ANNOUNCES
                            STOCK REPURCHASE PROGRAM


NELSONVILLE, OHIO (AUGUST 31, 1998) Rocky Shoes & Boots, Inc. (NASDAQ: RCKY)
today announced the Board of Directors has authorized the repurchase of up to
300,000 shares of the Company's common stock during the next 12 months. The
purchases may be made on the open market or in privately negotiated
transactions, depending upon market conditions. Purchases will be funded from
cash flow from operations and existing credit facilities. There were 5,465,415
common shares outstanding on August 5, 1998.

Mike Brooks, Chairman and Chief Executive Officer, stated "The share repurchase
program reflects our confidence in the Company's current performance and
long-term growth opportunities. The Board of Directors believes that the recent
valuation of the Company's common stock represents an attractive opportunity to
enhance long-term shareholder value through stock repurchases."

Except for the historical information in this press release, there are
forward-looking statements herein, including, but not limited to, confidence in
the Company's current performance and long-term growth opportunities (paragraph
two) and belief that the recent valuation represents an attractive opportunity
to enhance long-term shareholder value through stock repurchases (paragraph
two), which statements involve risks and uncertainties, including demand for the
Company's products, quarterly fluctuations in results, the management of growth,
and other risks detailed from time to time in the Company's Securities and
Exchange Commission filings, including the Company's Form 10-K for the year
ended December 31, 1997. Actual results may differ materially from management's
expectations.

Rocky Shoes & Boots, Inc. designs, develops, manufactures and markets premium
quality rugged outdoor, occupational and handsewn casual footwear. The Company's
footwear is marketed through several distribution channels, primarily under the
registered trademark, ROCKY(R).

                                      ###


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