UNITED STATES
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
Date of Report (Date of earliest event reported): July 26, 2007
DECKERS OUTDOOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-22446 95-3015862
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(Commission File Number) (IRS Employer Identification No.)
495A South Fairview Avenue, Goleta, California 93117
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (805) 967-7611
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On July 26, 2007, Deckers Outdoor Corporation issued a press release
announcing its financial results for the three months ended June 30, 2007 and
held a conference call regarding its financial results for the second quarter of
2007 ended June 30, 2007. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
The information disclosed under this Item 2.02, including Exhibit 99.1
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 7.01. Regulation FD Disclosure.
The Company has discovered that employee payroll declarations and certain
tax payments made by certain of the Company's foreign subsidiaries in foreign
jurisdictions have been underreported and underpaid. Management advised the
Audit Committee of the Board of Directors of the matter and as a result the
Audit Committee has engaged special outside counsel to undertake an internal
review of this matter.
Based upon the investigation to date, the Company believes that the
inadequate declarations and underpayments did not exceed $500,000 in any given
year and $2.7 million in the aggregate. However, the internal review is not yet
complete, and there can be no assurance that the final amount will not be
materially different. Though the internal review is not sufficiently complete
for the Company to determine whether, or in what amounts, the underpayments will
result in any government action or whether any past due interest, fines or other
penalties will be required, the Company currently believes that interest and
penalties with respect thereto could range from $3.3 million to $15.4 million.
Certain of the Company's historical financial statements may be required to be
restated and the financial results and guidance included in its earnings release
issued today may change depending on the results of the internal review.
The Company is committed to ensuring that it has in place all necessary
internal and disclosure controls and is currently evaluating the impact of the
matters described above on its internal control over financial reporting and its
disclosure controls and procedures. The Company expects to disclose its
conclusions and remedial actions promptly upon finalizing the evaluation and the
internal review. The Company's Audit Committee and management have discussed the
matters disclosed in this press release with KPMG LLP, the Company's independent
registered public accounting firm.
At this time, the Company does not believe that government actions,
interest, fines, penalties, remedies, sanctions, litigation and related expenses
or changes will disrupt the Company's operations or have a material adverse
effect on the Company's business, however, no assurance can be given at this
time regarding the final impact. There can be no assurance that government
actions with respect to this matter will not be instituted, that interest, fines
and other penalties, remedies and sanctions will not be imposed, or that we will
not be required to make changes to our business practices and compliance
program.
The Company has voluntarily advised the staff of the U.S. Securities and
Exchange Commission that the Company's Audit Committee has engaged outside
counsel to undertake the review described above. We have not yet advised
governmental authorities in the foreign jurisdictions of the internal review but
intend to do so.
Some of the information disclosed under this Item 7.01 regarding our
expectations, beliefs and views about the internal review and its impact on us
are "forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by the use of
words such as "believe," "expect," "anticipate," "intend," "plan," "estimate,"
"project," or future or conditional verbs such as "will," "would," "should,"
"could," or "may" or by the fact that such statements relate to future, and not
just historical, events or circumstances, including statements related to the
results of the internal review. The forward-looking statements herein regarding
the results of the internal review are based on currently available information
as of the date of this release, and because the internal review is incomplete,
the actual result may differ significantly from what is expected at the current
time. Readers are cautioned not to place undue reliance on forward-looking
statements contained herein, which speak only as of the date of this disclosure.
The Company undertakes no obligation to publicly release or update the results
of any revisions to forward-looking statements, which may be made to reflect new
information, events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
The information disclosed under this Item 7.01 shall not be deemed "filed"
for purposes of Section 18 of the Exchange Act, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Press release, dated July 26, 2007
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.
Deckers Outdoor Corporation
Date: July 26, 2007 /s/ Zohar Ziv
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Zohar Ziv, Chief Financial Officer