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<P align="center" style="font-size: 10pt">As filed with the Securities and Exchange Commission on July&nbsp;8, 2004



<P align="center" style="font-size: 10pt">REGISTRATION NO. 333-


<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>


<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">


<P align="center" style="font-size: 18pt"><B>FORM S-8</B>

<DIV align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>UNDER</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>THE SECURITIES ACT OF 1933</B></DIV>



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<P align="center" style="font-size: 24pt"><B>Phoenix Footwear Group, Inc.</B>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>


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    <TD align="center" valign="top">Delaware
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">15-0327010</TD>
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<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction of<BR>
Incorporation or Organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer<BR>
Identification No.)</TD>
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<P align="center" style="font-size: 10pt">5759 Fleet Street, Suite&nbsp;220<BR>
Carlsbad, California 92008<BR>
(Address of Principal Executive Offices)



<P align="center" style="font-size: 10pt">Phoenix Footwear Group, Inc.<BR>
Retirement Savings Partnership Plan<BR>
(Full Title of the Plan)



<P align="center" style="font-size: 10pt">James R. Riedman<BR>
Chairman<BR>
Phoenix Footwear Group, Inc.<BR>
5759 Fleet Street, Suite&nbsp;220<BR>
Carlsbad, California 92008<BR>
(Name and Address of Agent for Service)



<P align="center" style="font-size: 10pt">(760)&nbsp;602-9688<BR>
(Telephone Number, Including Area Code, of Agent for Service)



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="center" style="font-size: 10pt">With a copy to:



<P align="center" style="font-size: 10pt">Harry P. Messina, Jr., Esq.<BR>
Woods Oviatt Gilman, LLP<BR>
700 Crossroads Building<BR>
Rochester, New York 14614



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<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


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    <TD width="4%">&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
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    <TD nowrap align="left"><B>Title of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount To Be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>To Be Registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">$0.01 par value</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Common Stock,</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">13.69</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,279,535</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">542.00</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">312,603 Shares</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h)&nbsp;under the Securities Act of 1933, as
amended. The price per share is estimated based on the average of the high
and low trading prices for Phoenix Footwear Group, Inc.&#146;s common stock as
reported by the American Stock Exchange on July&nbsp;6, 2004.</TD>
</TR>

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<P align="center" style="font-size: 10pt">&nbsp;
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<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt">EXPLANATORY NOTE



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement registers for reoffer and resale 312,603
shares of common stock of Phoenix Footwear Group, Inc. by certain shareholders
who acquired such common stock pursuant to the Phoenix Footwear Group, Inc.,
Retirement Savings Partnership Plan. Prior to the filing of this Registration
Statement, such shares held by the selling stockholders were deemed to be
&#147;restricted securities&#148; within the meaning of Rule&nbsp;144 promulgated under the
Securities Act of 1933, as amended. These securities may be reoffered and
resold on a continuous or delayed basis in the future under Rule&nbsp;415 of the
Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The material which follows, up to but not including the page beginning
Part&nbsp;II of this Registration Statement, constitutes a reoffer prospectus,
prepared in accordance with the requirements of Part&nbsp;I of Form S-3, in
accordance with General Instruction C of Form S-8. The reoffer prospectus may
be utilized for reofferings and resales of up to 312,603 shares of common stock
acquired by the selling stockholders prior to the date of this reoffer
prospectus.


<P align="center" style="font-size: 10pt">&nbsp;
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<P align="left" style="font-size: 10pt"><B>REOFFER PROSPECTUS</B>


<P align="center" style="font-size: 10pt"><B>312,603 Shares of Common Stock</B>



<P align="center" style="font-size: 10pt"><IMG src="a00135a0013500.gif" alt="(PHOENIX FOOTWEAR LOGO)">


<P align="left" style="font-size: 10pt">This prospectus relates to 312,603 shares of common stock, par value $0.01 per
share, of Phoenix Footwear Group, Inc., that we allocated to certain of our
employees under our Retirement Savings Partnership Plan, and which may be
offered for resale from time to time by them and the 401(k) plan.


<P align="left" style="font-size: 10pt">We will not receive any of the proceeds from the sale of the common stock. We
will pay all of the expenses associated with the registration and this
prospectus. The selling stockholders will pay the other costs, if any,
associated with any sale of the common stock.


<P align="left" style="font-size: 10pt">Our common stock is quoted on the American Stock Exchange under the symbol
&#147;PXG.&#148; On July&nbsp;6, 2004, the last reported sale price per share of our common
stock, as quoted on the American Stock Exchange, was $13.69.


<P align="left" style="font-size: 10pt"><B>Investing in our shares involves a high degree of risk. See &#147;Risk Factors&#148;
beginning on page 3 for some of the factors you should consider before buying
shares of our common stock.</B>


<P align="left" style="font-size: 10pt"><B>Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.</B>



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="center" style="font-size: 10pt">The date of this prospectus is July&nbsp;8, 2004.



<P align="center" style="font-size: 10pt">&nbsp;
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<P align="center" style="font-size: 10pt"><B>TABLE OF CONTENTS</B>


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    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#101">SUMMARY</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#102">RISK FACTORS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#103">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#104">RECENT DEVELOPMENTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#105">SELLING STOCKHOLDERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#106">USE OF PROCEEDS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#107">DILUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#108">PLAN OF DISTRIBUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#109">EXPERTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#110">WHERE YOU CAN FIND MORE INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#111">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>


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<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="a00135exv4w1.txt">EXHIBIT 4.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="a00135exv4w2.txt">EXHIBIT 4.2</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="a00135exv4w3.txt">EXHIBIT 4.3</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="a00135exv23w1.txt">EXHIBIT 23.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="a00135exv23w2.txt">EXHIBIT 23.2</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="a00135exv23w3.txt">EXHIBIT 23.3</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="a00135exv23w4.txt">EXHIBIT 23.4</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="a00135exv24.txt">EXHIBIT 24</A></FONT></TD></TR>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information provided in this prospectus and in
any prospectus supplement, including the information incorporated by reference.
If anyone provides you with different or inconsistent information you should
not rely on it. Neither we nor the selling stockholders have authorized anyone
to provide you with different information.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares will not be offered under this prospectus in any jurisdiction
where the offer or sale is not permitted. You should not assume that the
information in this prospectus, or any supplement to this prospectus, is
accurate at any date other than the date indicated on the front cover page of
this prospectus. Our business, financial condition, results of operations and
prospects may have changed since that date.


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<P align="center" style="font-size: 10pt"><B>PROSPECTUS SUMMARY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>This summary highlights certain material information contained or
incorporated by reference in this prospectus. You should read carefully the
entire prospectus and the documents incorporated by reference in this
prospectus from our filings with the Securities and Exchange Commission, or
SEC. Unless the context otherwise requires, all references to &#147;Phoenix
Footwear,&#148; &#147;we,&#148; &#147;us,&#148; and &#147;our&#148; refer to Phoenix Footwear Group, Inc. and its
subsidiaries. References to &#147;4</I><I>01(k)</I><I> plan&#148; refer to our Retirement Savings
Partnership Plan. The term &#147;you&#148; refers to a prospective investor.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;References to our &#147;fiscal 2002&#148; refer to our fiscal year ended December
31, 2002, references to our &#147;fiscal 2003&#148; refer to our fiscal year ended
December&nbsp;27, 2003, and references to our &#147;fiscal 2004&#148; refer to our fiscal year
ending January&nbsp;1, 2005.


<P align="left" style="font-size: 10pt"><B>Our Company</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We design, develop and market men&#146;s and women&#146;s branded footwear and
apparel. We sell over 80 different styles of footwear and over 250 different
styles of apparel products. By emphasizing traditional style, quality and fit,
we believe we can better maintain a loyal consumer following that is less
susceptible to fluctuations due to changing fashion trends and consumer
preferences. As a result, a significant number of our product styles carry over
from year-to-year. In addition, our design and product development teams seek
to create and introduce new products and styles that complement these
longstanding core products, are consistent with our brand images and meet our
high quality standards. We believe our brands have significant potential for
growth through increases in product assortment, brand extensions and expansion
of our retail channels.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Through a series of acquisitions, we have built a portfolio of niche
brands that we believe exhibit consistent cash flow and brand growth potential.
We intend to continue to build our portfolio of brands through acquisitions of
footwear and apparel companies and product lines that we believe will
complement or expand our business, augment our market coverage, provide us with
important relationships or otherwise offer us growth opportunities. Our current
brands include Trotters&#174;, Soft-Walk&#174; (&#147;SoftWalk&#148;), Strol&#174;, H.S. Trask&#174; and
Royal Robbins&#174;. We also design and market a line of men&#146;s casual footwear under
the Duck Unlimited&#174; brand through an exclusive footwear licensing agreement
with Ducks Unlimited, Inc., the world&#146;s largest wetlands and waterfowl
conservation organization.


<P align="left" style="font-size: 10pt"><B>Recent Developments</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On June&nbsp;15, 2004, we entered into a stock purchase agreement to acquire
all of the outstanding capital stock of Altama Delta Corporation, or Altama, a
provider of boots to the military and commercial markets under its Altama&#174;
brand. Altama is a designer, manufacturer, marketer and distributor of military
specification, or mil-spec, and commercial combat and uniform boots. Under the
stock purchase agreement, we will pay $39.0&nbsp;million to W. Whitlow Wyatt,
Altama&#146;s sole shareholder and President and Chief Executive Officer, plus an
earnout payment of $2.0&nbsp;million subject to Altama meeting certain sales
requirements. Additionally, we have agreed to pay Mr.&nbsp;Wyatt $2.0&nbsp;million in
consideration for a five-year covenant-not-to-compete and other restrictive
covenants, and to enter into a two-year consulting agreement with him for an
annual consulting fee of $100,000. The cash portion of the purchase price is
subject to adjustment in the amount of distributions in excess of 39.6% of
Altama&#146;s net operating profits and the book value of distributions of Altama&#146;s
real and related personal property located in Kiawah Island, South Carolina,
and for any net amount Altama receives from a price adjustment claim it has
made with the Department of Defenser (&#147;DoD&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On June&nbsp;15, 2004, we hired Richard E. White as our new Chief Executive
Officer. Mr.&nbsp;White has served as a member of the Board of Directors since May
11, 2004. Mr.&nbsp;White entered into a three-year employment agreement with us.
James Riedman, who previously acted as both our Chairman of the Board and Chief
Executive Officer, will remain our Chairman of the Board.



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<P align="left" style="font-size: 10pt"><B>Corporate Information</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incorporated in March&nbsp;1912 in the Commonwealth of Massachusetts under
the name Daniel Green Felt Shoe Company, changed our name to Daniel Green
Company in November&nbsp;1929 and reincorporated in May&nbsp;2002 in the State of
Delaware under the name Phoenix Footwear Group, Inc. Our principal executive
offices are located at 5759 Fleet Street, Suite&nbsp;220, Carlsbad, California
92008, and our telephone number is (760)&nbsp;602-9688. Our main Internet address is
http://www.phoenixfootwear.com. Information contained on our Internet web
sites or that is accessible through our web sites should not be considered to
be part of this prospectus.


<P align="left" style="font-size: 10pt"><B>The Offering</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus is part of a registration statement that we are filing
with the SEC for the resale of shares of Phoenix Footwear Group, Inc., common
stock that we allocated to certain of our employees under our 401(k) plan. The
selling stockholders may sell the shares of our common stock being offered
under this prospectus from time to time in one or more offerings (subject to
the restrictions described in this prospectus).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The section &#147;Plan of Distribution&#148; beginning on page 16 of this prospectus
provides a description of the sale of the shares being offered under this
prospectus. When these shares are actually sold, to the extent required, the
number of shares sold, the purchase price, the public offering price, the names
of any agent or dealer and any applicable commission or discount with respect
to that particular sale will be set forth in an accompanying prospectus
supplement. A prospectus supplement also may update or change information
contained in the basic prospectus. We expect that all relevant information
about the shares will be contained in this prospectus. In all cases, you
should read this prospectus (as it may be supplemented) together with the
additional information described in the sections &#147;Where You Can Find More
Information&#148; and &#147;Incorporation of Certain Documents by Reference.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should carefully consider the &#147;Risk Factors&#148; beginning on page 3 of
this prospectus before making an investment in our common stock.


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<P align="center" style="font-size: 10pt"><B>RISK FACTORS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following discussion summarizes material risks that you should
carefully consider before you decide to buy our common stock. Any of the
following risks, if they actually occur, would likely harm our business. The
trading price of our common stock could then decline, and you may lose all or
part of the money you paid to buy our common stock.


<P align="left" style="font-size: 10pt"><B>Risks Related to Our Business</B>

<P align="left" style="font-size: 10pt"><B><I>Our acquisitions or acquisition efforts, which are important to our growth, may
not be successful, which may limit our growth or adversely affect our results
of operations and financial condition</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Acquisitions have been an important part of our development to date.
During fiscal 2003, we acquired Royal Robbins and H.S. Trask. As part of our
business strategy, we intend to make additional acquisitions in the footwear
and apparel industry, such as the pending Altama acquisition, that we feel
could complement or expand our business, augment our market coverage, provide
us with important relationships or otherwise offer us growth opportunities. If
we identify an appropriate acquisition candidate, we may not be able to
negotiate successfully the terms of or finance the acquisition. Unsuccessful
acquisition efforts, such as our attempted acquisition of Antigua Enterprises
Inc. last year, may result in significant additional expenses that would not
otherwise be incurred. In fiscal 2003, we incurred $285,000 of such costs. In
addition, we cannot assure you that we will be able to integrate the operations
of our acquisitions without encountering difficulties, including unanticipated
costs, possible difficulty in retaining customers and supplier or manufacturing
relationships, failure to retain key employees, the diversion of management
attention or failure to integrate our information and accounting systems.
Following an acquisition, we may not realize the revenues and cost savings that
we expect to achieve or that would justify the acquisition investment, and we
may incur costs in excess of what we anticipate. These circumstances could
adversely affect our results of operations or financial condition.

<P align="left" style="font-size: 10pt"><B><I>We may not consummate the Altama acquisition, and a failure to do so could
cause our stock price to decline.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On June&nbsp;15, 2004, we entered into a definitive stock purchase agreement to
acquire all of the outstanding capital stock of Altama. This proposed
acquisition is still pending and is subject to customary closing conditions.
Although we anticipate that the Altama acquisition will close in July&nbsp;2004,
there is a possibility that we may not be able to consummate this transaction,
which could adversely affect our expected results of operations in the future.
If the acquisition is not completed for any reason, our stock price may decline
to the extent that the current market price reflects a market assumption that
the acquisition will be completed or the market&#146;s perceptions why the
acquisition was not consummated. In addition, our stock price may decline
because costs related to the acquisition, such as legal, accounting and fees
related to financing the acquisition, must be paid even if the acquisition is
not completed, adversely affecting our earnings during the period for which
such costs are recognized.

<P align="left" style="font-size: 10pt"><B><I>Our future success depends on our ability to respond to changing consumer
preferences and fashion trends and to develop and commercialize new products
successfully</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal business is the design, development and marketing of
footwear and apparel. Although our focus is on traditional and sustainable
niche brands, our brands may still be subject to rapidly changing consumer
preferences and fashion trends. For example, in fiscal 2002, our Trotters
brand experienced decreased retail acceptance of certain styles, which
adversely affected our net sales. Accordingly, we must identify and interpret
fashion trends and respond in a timely manner. Demand for and market
acceptance of new products, such as our H.S. Trask women&#146;s and Strol brands,
are uncertain, and achieving market acceptance for new products generally
requires substantial product development and marketing efforts and
expenditures. Any failure on our part to regularly develop innovative products
and update core products could limit our ability to differentiate and
appropriately price our products, adversely affect retail and consumer
acceptance of our products, and limit sales growth. Each of these risks could
adversely affect our results of operations or financial condition.


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<P align="left" style="font-size: 10pt"><B><I>We face intense competition, including competition from companies with greater
resources than ours, and if we are unable to compete effectively with these
companies, our market share may decline and our business and stock price could
be harmed</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We face intense competition in the footwear and apparel industry from
other companies, such as Brown Shoe Company, which markets the Naturalizer&#174;
brand, and Columbia Sportswear Company&#174;. Many of our competitors have greater
financial, distribution or marketing resources, as well as greater brand
awareness. In addition, the overall availability of overseas manufacturing
opportunities and capacity allow for the introduction of competitors with new
products. Moreover, new companies may enter the markets in which we compete,
further increasing competition in the footwear and apparel industry.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that our ability to compete successfully depends on a number of
factors, including anticipating and responding to changing consumer demands in
a timely manner, maintaining brand reputation and authenticity, developing high
quality products that appeal to consumers, appropriately pricing our products,
providing strong and effective marketing support, ensuring product availability
and maintaining and effectively assessing our distribution channels, as well as
many other factors beyond our control. Due to these factors within and beyond
our control, we may not be able to compete successfully in the future.
Increased competition may result in price reductions, reduced profit margins,
loss of market share, and an inability to generate cash flows that are
sufficient to maintain or expand our development and marketing of new products,
each of which would adversely affect the trading price of our common stock.

<P align="left" style="font-size: 10pt"><B><I>A large portion of our sales are to a relatively small group of customers with
whom we do not have long-term purchase orders, therefore the loss of any one or
more of these customers could adversely affect our business</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ten major customers represented approximately 39% of net sales in fiscal
2003; and most of these same customers represented 34% of net sales in fiscal
2002 and 38% of net sales in fiscal 2001. Sales to any one customer in fiscal
2003, 2002 and 2001 did not exceed 10% of our net sales, except for Dillard&#146;s
department stores, which accounted for 11%, 12% and 11% of our net sales in
fiscal 2003, 2002 and 2001, respectively. Although we have long-term
relationships with many of our customers, our customers do not have a
contractual obligation to purchase our products, and we cannot be certain that
we will be able to retain our existing major customers. The retail industry
can be uncertain due to changing customer buying patterns and consumer
preferences, and customer financial instability. These factors could cause us
to lose one or more of these customers, which could adversely affect our
business.

<P align="left" style="font-size: 10pt"><B><I>The financial instability of our customers could adversely affect our business
and result in reduced sales, profits and cash flows</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We sell our merchandise to major department stores and specialty retailers
across the U.S. and extend credit based on an evaluation of each customer&#146;s
financial condition, usually without requiring collateral. However, the
financial difficulties of a customer could cause us to curtail business with
that customer. We may also assume more credit risk relating to that customer&#146;s
receivables due us. Two of our customers constituted 20% of trade accounts
receivable outstanding at December&nbsp;27, 2003. Our inability to collect on our
trade accounts receivable from any of our major customers could adversely
affect our business or financial condition.

<P align="left" style="font-size: 10pt"><B><I>Our ability to compete could be jeopardized if we are unable to protect our
intellectual property rights or if we are sued for intellectual property
infringement</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that we derive a competitive advantage from our ownership of
the Trotters, SoftWalk, H.S. Trask and Royal Robbins trademarks, and our
patented footbed technology. In addition, we own and license other trademarks
that we utilize in marketing our products. We vigorously protect our
trademarks against infringement. We believe that our trademarks are generally
sufficient to permit us to carry on our business as presently conducted. We
cannot, however, know whether we will be able to secure trademark protection
for our intellectual property in the future or that protection will be adequate
for future products. Further, we face the risk of ineffective protection of
intellectual property rights in the countries where we source our products. We
cannot be sure that our activities do not and will not infringe on the
proprietary rights of others. If we are compelled to prosecute infringing
parties, defend our intellectual property, or defend ourselves from
intellectual property claims made by others, we may face


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<P align="left" style="font-size: 10pt">significant expenses and liability that could divert our management&#146;s attention
and resources and otherwise adversely affect our business or financial
condition.

<P align="left" style="font-size: 10pt"><B><I>Our international manufacturing operations are subject to the risks of doing
business abroad, which could affect our ability to manufacture our products in
international markets, obtain products from foreign suppliers or control the
costs of our products</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently rely on foreign sourcing of our products. We believe that
one of the key factors in our growth has been our strong relationships with
manufacturers capable of meeting our requirements for quality and price in a
timely fashion. We source our products primarily from independent third-party
manufacturing facilities located in Brazil, Asia and South America. As a
result, we are subject to the general risks of doing business outside the U.S.,
including, without limitation, work stoppages, transportation delays and
interruptions, political instability, expropriation, nationalization, foreign
currency fluctuation, changing economic conditions, the imposition of tariffs,
import and export controls and other non-tariff barriers, and changes in local
government administration and governmental policies, and to factors such as the
short-term and long-term effects of severe acute respiratory syndrome, or SARS,
and the outbreak of avian influenza in China. Although a diverse domestic and
international industry exists for the kinds of merchandise sourced by us, there
can be no assurance that these factors will not adversely affect our business,
financial condition or results of operations.

<P align="left" style="font-size: 10pt"><B><I>Our reliance on independent manufacturers, with whom we do not have long-term
written agreements, could cause delay and damage customer relationships</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In fiscal 2003, 13 manufacturers accounted for 100% of our footwear
volume. We do not have long-term written agreements with any of our
third-party manufacturers. As a result, any of these manufacturers may
unilaterally terminate their relationships with us at any time. Establishing
relationships with new manufacturers would require a significant amount of time
and would cause us to incur delays and additional expenses, which would also
adversely affect our business and results of operations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, in the past, a manufacturer&#146;s failure to ship products to us
in a timely manner or to meet the required quality standards has caused us to
miss the delivery date requirements of our customers for those items. This, in
turn, has caused, and may in the future cause, customers to cancel orders,
refuse to accept deliveries or demand reduced prices. This could adversely
affect our business and results of operation.

<P align="left" style="font-size: 10pt"><B><I>We depend on our senior executives to develop and execute our strategic plan
and manage our operations, and if we are unable to retain them, our business
could be harmed</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our future success depends upon the continued services of James Riedman,
our Chairman of the Board, who has played a key role in developing and
implementing our strategic plan. We also rely on Greg Tunney, our President
and Chief Operating Officer, to manage our overall operations. Our loss of any
of these individuals would harm us if we are unable to employ a suitable
replacement in a timely manner. We do not maintain key man insurance on
Messrs.&nbsp;Riedman or Tunney or any of our other senior executives.

<P align="left" style="font-size: 10pt"><B><I>Fluctuations in the price, availability and quality of raw materials could
adversely affect our gross profit</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fluctuations in the price, availability and quality of raw materials, such
as leather and bison hides, used to manufacture our products, could adversely
affect our cost of goods or our ability to meet our customers&#146; demands.
Although we do not expect our foreign manufacturing partners, or Altama
following completion of the pending acquisition, to have any difficulty in
obtaining the raw materials required for footwear production, certain sources
may experience some difficulty in obtaining raw materials. For example, in
fiscal 2002, the availability of leather decreased as a result of destruction
of livestock due to concerns about &#147;mad cow&#148; disease and &#147;hoof and mouth&#148;
disease. We generally do not enter into long-term purchase commitments. In the
event of price increases in these raw materials in the future, we may not be
able to pass all or a portion of these higher raw materials prices on to our
customers, which would adversely affect our gross profit.



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<P align="left" style="font-size: 10pt"><B><I>A decline in general economic conditions could lead to reduced consumer demand
for our products and could lead to a reduction in our net sales, and thus in
our ability to obtain credit</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to consumer fashion preferences, consumer spending habits are
affected by, among other things, prevailing economic conditions, levels of
employment, salaries and wage rates, consumer confidence and consumer
perception of economic conditions. For example, in fiscal 2002 and fiscal
2003, the U.S. economy, and more specifically the retail environment,
experienced a general slowdown, and adversely affected consumer spending
habits, which we believe contributed to the decline in the net sales of our
Trotters brand that fiscal year. Future slowdowns would likely cause us to
delay or slow our expansion plans and result in lower net sales than expected
on a quarterly or annual basis, which could lead to a reduction in our
stockholders&#146; equity and thus our ability to obtain credit as and when needed.

<P align="left" style="font-size: 10pt"><B><I>Our recently completed acquisitions and pending Altama acquisition make
evaluating our operating results difficult given the significance of these
acquisitions to our operations, and our historical results do not give you an
accurate indication of how we will perform in the future</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our historical results of operations do not give effect for a full fiscal
year to our 2003 acquisitions of H.S. Trask and Royal Robbins or our pending
Altama acquisition. Accordingly, the historical financial information that we
have incorporated by reference in this prospectus does not necessarily reflect
what our financial position, operating results and cash flows will be in the
future as a result of these acquisitions. The pro forma financial information
incorporated by reference in this prospectus is based in part on the separate
pre-acquisition financial reports of H.S. Trask, Royal Robbins and Altama.
Consequently, our historical results of operations and pro forma financial
information do not give you an accurate indication of how Phoenix Footwear,
including the H.S. Trask, Royal Robbins and Altama operations, will perform in
the future.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally, we do not have experience in selling to the government,
which comprises a significant amount of Altama&#146;s net sales. We plan to
continue the employment of Altama employees who do have such experience. There
can be no assurance that any or all of the employees of Altama with this
experience will continue with us after the acquisition.

<P align="left" style="font-size: 10pt"><B><I>The financing of any future acquisitions we make may result in dilution to your
stock ownership and/or could increase our leverage and our risk of defaulting
on our bank debt</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business strategy is to expand into new markets and enhance our
position in existing markets through acquisitions. In order to successfully
complete targeted acquisitions or to fund our other activities, we may issue
additional equity securities that could dilute your stock ownership. We may
also incur additional debt if we acquire another company, which could
significantly increase our leverage and hence our risk of default under our
secured credit facility. For example, the financing for the pending Altama
acquisition contemplates the issuance in a private placement of $2.5&nbsp;million of
our common stock based on the average closing price during the 20 trading days
ending on the second-to-last trading day prior to the closing of the
acquisition. Additionally, we intend to incur approximately $12.9&nbsp;million of
additional debt under our proposed amended credit facility to pay the purchase
price and to refinance Altama&#146;s funded indebtedness.

<P align="left" style="font-size: 10pt"><B><I>Defaults under our secured credit arrangement could result in a foreclosure on
our assets by our bank</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have a $24.8&nbsp;million secured credit facility with our bank, which we
expect to increase to a $33.4&nbsp;million facility concurrently with the closing of
the pending Altama acquisition. As of May&nbsp;28, 2004, we had $10.9&nbsp;million
outstanding under this facility. We expect to incur $12.9&nbsp;million of
additional indebtedness in connection with the pending Altama acquisition. In
the future, we may incur additional indebtedness in connection with other
acquisitions or for other purposes. All of our assets are pledged as
collateral to secure our bank debt. Our credit facility includes a number of
covenants, including financial covenants. If we default under our credit
arrangement and are unable to cure the default, obtain appropriate waivers or
refinance the defaulted debt, our bank could declare our debt to be immediately
due and payable and foreclose on our assets, which may result in a complete
loss of your investment.


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<P align="left" style="font-size: 10pt"><B><I>We may be required to recognize impairment charges that could adversely affect
our reported earnings in future periods</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business acquisitions typically result in goodwill and other
intangible assets. As of March&nbsp;27, 2004, we had $9.1&nbsp;million of goodwill and
unamortizable intangibles. We expect this figure to increase to $35.2&nbsp;million
upon completion of the Altama acquisition. We expect this figure to continue
to increase with additional acquisitions. Pursuant to generally accepted
accounting principles, we are required to perform impairment tests on our
intangible assets annually or at any time when events occur that could impact
the value of our business. Our determination of whether an impairment has
occurred is based on a comparison of each of our reporting units&#146; fair market
value with its carrying value. Significant and unanticipated changes could
require a provision for impairment in a future period that could adversely
affect our reported earnings in a period of such change.

<P align="left" style="font-size: 10pt"><B><I>The exercise of outstanding stock options and warrants, and the allocation of
unallocated shares held by our 401(k) plan, would cause dilution to our
stockholders&#146; ownership percentage and/or a reduction in earnings per diluted
share</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of May&nbsp;28, 2004, we had outstanding 5,154,093 shares of common stock,
including 478,513 unallocated shares held by our 401(k) plan, which despite the
fact they are outstanding for voting and other legal purposes, are classified
as treasury shares for financial statement reporting purposes and are not taken
into account in determining our earnings per share or earnings per diluted
share. The 478,513 unallocated shares will be allocated at the rate of
approximately 120,000 shares annually until they are fully allocated to the
accounts of plan participants. After each allocation these additional shares
will be included in the weighted average shares outstanding for purposes of
determining our earnings per share and earnings per diluted share. In
addition, as of that date, we had outstanding options to purchase 1,301,261
shares at exercise prices ranging from $1.725 to $13.325 per share. On June
15, 2004, we granted an option to purchase up to 200,000 shares at an exercise
price of $11.40 per share to Richard E. White upon his hiring as our new Chief
Executive Officer. We plan to grant Mr.&nbsp;White options to purchase up to an
additional 285,000 shares of our common stock over the next two years. The
exercise of all or part of these options or warrants would cause our
stockholders to experience a dilution in their percentage ownership for legal
purposes.

<P align="left" style="font-size: 10pt"><B><I>The charge to earnings from the compensation to employees under our employee
retirement plan could adversely affect the value of your investment in our
common stock</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of May&nbsp;28, 2004, our 401(k) plan held 478,513 unallocated shares of our
common stock, which constituted approximately 9% of our outstanding shares as
of that date. Under the terms of the plan, approximately 120,000 of these
shares will be allocated to plan participants in February of each year until
fully allocated. We are required to record an expense for compensation based
on the market value of the amount allocated to employees each year. For fiscal
2002 and 2003, we recorded expenses for this allocation of $237,000 and
$402,000, respectively, and for fiscal 2004 we expect to record $852,000 in
expenses for this allocation. As our stock price increases, we must take a
higher charge for this allocation and thereby decrease our reported earnings.
This could adversely affect the value of your investment in our common stock.

<P align="left" style="font-size: 10pt"><B><I>We are controlled by a principal stockholder who may exert significant control
over us and our significant corporate decisions in a manner adverse to your
personal investment objectives, which could depress the market value of our
stock</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;James R. Riedman, our Chairman of the Board, is the largest beneficial
owner of our stock. Through his personal holdings and shares over which he is
deemed to have beneficial ownership held by Riedman Corporation (of which he is
a shareholder, President and a director), our employee retirement plan, his
children, and an affiliated entity, he beneficially owned approximately 44.3%
of our outstanding shares as of May&nbsp;28, 2004. Mr.&nbsp;Riedman also has beneficial
ownership of shares underlying options which, if exercised, would increase his
percentage beneficial ownership to approximately 48.7% as of May&nbsp;28, 2004.
Through this beneficial ownership, Mr.&nbsp;Riedman can direct our affairs and
significantly influence the election or removal of our directors and the
outcome of all matters submitted to a vote of our stockholders, including
amendments to our certificate of incorporation and bylaws and approval of
mergers or sales of substantially all of our assets. The interest of our
principal stockholder may conflict with interests of other stockholders. This
concentration of ownership may also harm the market price of our common stock
by, among other things:


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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>delaying, deferring or preventing a change in control of our company;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>impeding a merger, consolidation, takeover or other business combination involving our company;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>causing us to enter into transactions or agreements that are
not in the best interests of all stockholders; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>discouraging a potential acquirer from making a tender offer
or otherwise attempting to obtain control of our company.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt"><B><I>Our inventory levels may exceed our actual needs, which could adversely affect
our operating results by requiring us to make inventory write-downs</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we order more product than we are able to sell, we could be required to
write-down this inventory, adversely affecting our margins and in turn, our
operating results. This could occur as the result of change in customer order
patterns, general sales activity, orders subject to cancellation by customers,
misforecasting and consumer demand. Write-downs of inventory could adversely
affect our gross profit and operating results.

<P align="left" style="font-size: 10pt"><B><I>Our financial results may fluctuate from quarter to quarter as a result of
seasonality in our business, and if we fail to meet expectations, the price of
our common stock may fluctuate</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The footwear and apparel industry generally, and our business
specifically, are characterized by seasonality in net sales and results of
operations. Our business is seasonal, with the first and third quarters
generally having stronger sales and operating results than the other two
quarters. These events could cause the price of our common stock to fluctuate.

<P align="left" style="font-size: 10pt"><B>Risks Related to Altama&#146;s Business</B>


<P align="left" style="font-size: 10pt"><B><I>Altama depends upon a single customer, the DoD, for over 60% of its net sales,
which could represent over 30% of our net sales after the proposed acquisition,
and a decrease in the DoD&#146;s demand for Altama&#146;s products or the early
termination of its contracts might adversely affect our consolidated operating
results</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The majority of Altama&#146;s business at the present time is with the Defense
Support Center Philadelphia, or DSCP, an agency of the DoD. Even though
Altama&#146;s level of business with this customer has grown over the past few
years, due largely to increased deployment of armed forces, there is no
certainty that this will continue after our proposed acquisition.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Altama&#146;s contracts with the DoD are subject to partial or complete
termination under specified circumstances including, but not limited to, the
following circumstances:


<P>

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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the convenience of the government;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the lack of funding; or</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Altama&#146;s actual or anticipated failure to perform its contractual obligations.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, there could be changes in government policies as a result of
election results or changes in political conditions or other factors that could
significantly affect the level of troop deployment. Any of these occurrences
could adversely affect the level of business the DoD does with Altama and,
consequently, our operating results. In addition, there is no certainty that
the DSCP will exercise renewal options on any contract Altama may have or that
Altama will be awarded future DSCP boot solicitations. Most boot contracts are
for multi-year periods. Therefore, a bidder not receiving an award from a
significant solicitation could be adversely affected for several years.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based on past performance, we anticipate that revenue from the DoD could
represent over 30% of our combined net sales. Material reductions in the level
of orders from the DoD would harm our operating results and deprive us of the
benefits that we expect to receive from the proposed Altama acquisition.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore, the DSCP and other DoD agencies with which Altama may do
business are also subject to unique political and budgetary constraints and
have special contracting requirements that may affect the contract or Altama&#146;s
ability to obtain new government customers. These agencies often do not set
their own budgets and therefore have little control over the amount of money
they can spend. In addition, these agencies experience political pressure that
may dictate the manner in which they spend money. Due to political and
budgetary processes and other scheduling delays that frequently occur in the
contract or bidding process, some government agency orders may be canceled or
substantially delayed, and the receipt of revenues or payments may be
substantially delayed.

<P align="left" style="font-size: 10pt"><B><I>If Altama is unable to replace revenues from sales to the DoD of products
planned to be discontinued, Altama&#146;s net sales and our consolidated operating
results would be adversely affected</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Altama&#146;s current contract with the DoD, it manufactures three models
of mil-spec combat boots. One of these models, the all-leather combat boot, is
being discontinued by the DoD, in favor of a new waterproof infantry combat
boot. Altama&#146;s sales of the all-leather combat boot to the DoD were $8.1
million and $2.9&nbsp;million, representing approximately 40% and 19% of Altama&#146;s
net sales from sales to the DoD for fiscal 2003 and the six months ended April
3, 2004, respectively.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In March&nbsp;2003, DSCP awarded contracts to supply the infantry combat boot.
To date, Altama has not been awarded a contract to produce the new infantry
combat boot. While there may be additional opportunities to bid on infantry
combat boot and other waterproof boot contracts in the future, particularly as
the U.S. Army transitions from the all-leather combat boot, Altama&#146;s failure to
be awarded a contract in March&nbsp;2003 may be a significant disadvantage in
bidding on future contracts. Furthermore, Altama&#146;s ability to bid successfully
for waterproof boot contracts may depend on its ability to license waterproof
technology from suppliers qualified by the government. This would require that
Altama&#146;s manufacturing process be certified for the use of such technology, and
there can be no assurance that Altama will obtain such certification.
Consequently, we anticipate that Altama&#146;s net sales to the DoD will decline if
it is not able to obtain awards of contracts for infantry combat boots or any
other new models or increased percentages of awards for existing mil-spec boots
it currently manufactures.

<P align="left" style="font-size: 10pt"><B><I>Doing business with the U.S. government entails many risks that could adversely
affect us by interfering with Altama&#146;s ability to obtain future government
contracts</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Government agencies have the power, based on financial difficulties or
investigations of their contractors, to deem contractors unsuitable for new
contract awards. Because Altama engages in the governmental contracting
business, it has been and will be subject to audits and may be subject to
investigation by governmental entities. Failure to comply with the terms of any
of Altama&#146;s government contracts could result in substantial civil and criminal
fines and penalties, as well as Altama&#146;s suspension from future government
contracts for a significant period of time, any of which could adversely affect
our business by requiring us to spend money to pay the fines and penalties and
prohibiting us from earning revenues from government contracts during the
suspension period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally, Altama&#146;s failure to qualify as a small business under
federal regulations following the pending acquisition could reduce the
likelihood of its ability to received awards of future DoD contracts. Altama
qualified as a small business at the time of its bid for the current DoD
contract. Small business status, having less than 500 employees, is a factor
that the DoD considers in awarding its military boot contracts. Our combined
employment with Altama could exceed 500 employees in the future, which could
adversely affect its ability to obtain future contract awards.

<P align="left" style="font-size: 10pt"><B><I>Altama has grown at significant rates over the past three years, and there can
be no assurance that its net sales growth will continue at this rate</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the last three fiscal years, Altama&#146;s net sales from sales to the
commercial market have grown significantly. This has contributed in part to
Altama&#146;s overall growth in net sales over that period. This growth has been
due in part to added customer demand, increased pricing and expansion of
customers, and in particular, higher


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<P align="left" style="font-size: 10pt">international demand as the result of increasing military and security
personnel to fight the war on terrorism. There is no assurance that this level
of demand will continue or that we will be able to achieve or maintain this
level of growth in the commercial market after our proposed acquisition.

<P align="left" style="font-size: 10pt"><B><I>Altama manufactures approximately 84% of the products it sells, and our results
could be adversely affected following the proposed transaction by disruptions
in Altama&#146;s manufacturing system</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During fiscal 2003, Altama&#146;s manufacturing operations produced
approximately 84% of the products Altama sold. Following the proposed
acquisition, we expect that these products could represent over 30% of our
combined net sales. Any significant disruption in those operations for any
reason, such as power interruptions, fires, hurricanes, war or other force
majeure, could adversely affect our sales and customer relationships and
therefore adversely affect our business.

<P align="left" style="font-size: 10pt"><B>Risks Related to the Offering</B>


<P align="left" style="font-size: 10pt"><B><I>Our stock price has increased significantly during the past 12&nbsp;months and may
fluctuate or decline in the future, which could result in litigation against us
and significant losses for investors purchasing shares in the Offering</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our stock price has increased significantly during the past 12&nbsp;months and
in the future may not continue to increase at the same rate or may decline.
This may occur in response to a number of factors, including the following:


<P>

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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the failure of our quarterly operating results or those of
similarly situated companies to meet expectations;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>adverse developments in the footwear or apparel markets and the worldwide economy;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in interest rates;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our failure to meet investors&#146; expectations;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in accounting principles;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sales of common stock by existing stockholders or holders of options;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>announcements of key developments by our competitors;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the reaction of markets to announcements and developments
involving our company, including future acquisitions and related
financing activities; and</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>natural disasters, riots, wars, geopolitical events or other
developments affecting us or our competitors.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, in recent years the stock market has experienced extreme
price and volume fluctuations. This volatility has had a significant effect on
the market prices of securities issued by many companies for reasons unrelated
to their operating performance. These broad market fluctuations may adversely
affect our stock price, regardless of our operating results. In the past,
securities class action litigation often has been brought against a company
following periods of volatility in the market price of its securities. We may
in the future be the target of similar litigation. Securities litigation could
result in substantial costs and liabilities and could divert management&#146;s
attention and resources. Consequently, you may be unable to sell your shares
of common stock at or above your purchase price, which may result in
substantial losses to you.

<P align="left" style="font-size: 10pt"><B><I>Delaware law, our charter documents and agreements with our executives may
impede or discourage a takeover, even if a takeover would be in the interest of
our stockholders</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a Delaware corporation, and the anti-takeover provisions of
Delaware law impose various impediments to the ability of a third-party to
acquire control of us, even if a change in control would be beneficial to


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<P align="left" style="font-size: 10pt">our existing stockholders. In addition, our board of directors has the power,
without stockholders&#146; approval, to designate the terms of one or more series of
preferred stock and issue shares of preferred stock, which could be used
defensively if a takeover is threatened. All options issued under our stock
option plans automatically vest upon a change in control unless otherwise
determined by the compensation committee. In addition, several of our
executive officers have employment agreements that provide for significant
payments on a change in control. These factors and provisions in our
certificate of incorporation and bylaws could impede a merger, takeover or
other business combination involving us or discourage a potential acquirer from
making a tender offer for our common stock or reduce our ability to achieve a
premium in such sale, which could limit the market value of our common stock
and prevent you from maximizing the return on your investment.

<P align="left" style="font-size: 10pt"><B><I>Shares of our common stock eligible for public sale could cause the market
price of our stock to drop, even if our business is doing well</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales of a substantial number of shares of our common stock in the public
market, or the perception that these sales could occur, could adversely affect
the market price for our common stock. As of May&nbsp;28, 2004, there were
5,154,093 shares of our common stock outstanding. Additionally, we are
planning to issue additional shares of common stock in connection with our
acquisition of Altama. Of our currently outstanding shares of common stock,
2,104,042 shares will be freely tradable without restriction or further
registration under federal securities laws, including the shares offered under
this prospectus. The remaining 3,050,051 shares are held by our affiliates or
were issued in a private placement and are considered restricted or control
securities and are subject to the trading restrictions of Rule&nbsp;144 under the
Securities Act of 1933, as amended, or the Securities Act. These securities
cannot be sold unless they are registered under the Securities Act or unless an
exemption from registration is otherwise available.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Of the restricted shares, 699,980 shares have been registered for resale
pursuant to our obligations to former H.S. Trask stockholders, and we are
required to keep those shares registered until August&nbsp;7, 2004, subject to
permitted blackout and required extension periods. On May&nbsp;25, 2004, we
exercised our right to declare a blackout period for 25&nbsp;days, extending our
registration obligation to September&nbsp;1, 2004. We also have in effect a
registration statements on Form S-8 covering 1,500,000 shares of common stock,
under our 2001 Long-Term Incentive Plan, 1,007,261 shares of which are subject
to previously granted options and the remainder of which are available for
future awards under that plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal stockholders, James Riedman and Riedman Corporation, who
beneficially own in the aggregate 2,285,565 shares of our common stock and
vested options to acquire an additional 437,862 shares, have demand
registration rights covering 1,152,710 of the shares they beneficially own. In
connection with the Altama acquisition, we are required to enter into a
registration rights agreement with Altama&#146;s sole shareholder who will be issued
in a private placement shares of our common stock valued at $2.5&nbsp;million based
on the average closing price during the 20 trading days ending on the
second-to-last trading day prior to the closing of the acquisition. The
registration rights agreement will grant to Altama&#146;s sole shareholder, subject
to certain conditions, one demand registration exercisable between 180&nbsp;days and
three years after the acquisition closing and unlimited piggyback registration
rights for registration statements we file with the SEC during the three years
following the closing except in limited circumstances.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Significant resales of these shares could cause the market price of our
common stock to decline regardless of the performance of our business. These
sales also might make it difficult for us to sell equity securities in the
future at a time and at a price that we deem appropriate.


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<P align="center" style="font-size: 10pt"><B>SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus and the SEC filings that are incorporated by reference
into this prospectus contain &#147;forward-looking statements&#148; within the meaning of
Section&nbsp;27A of the Securities Act and Section&nbsp;21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act. We intend that these
forward-looking statements be subject to the safe harbors created by those
sections.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These forward-looking statements include, but are not limited to,
statements relating to our anticipated financial performance, business
prospects, new developments, new merchandising strategies and similar matters,
and/or statements preceded by, followed by or that include the words
&#147;believes,&#148; &#147;could,&#148; &#147;expects,&#148; &#147;anticipates,&#148; &#147;estimates,&#148; &#147;intends,&#148; &#147;plans,&#148;
&#147;projects,&#148; &#147;seeks,&#148; or similar expressions. We have based these
forward-looking statements on our current expectations and projections about
future events, based on the information currently available to us. These
forward-looking statements are subject to risks, uncertainties and assumptions,
including those described under the heading &#147;Risk Factors,&#148; that may affect the
operations, performance, development and results of our business. You are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date stated, or if no date is stated, as of the date
of this prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or any other reason, except as we may be required to do under applicable
law. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this prospectus may not occur.


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<P align="center" style="font-size: 10pt"><B>RECENT DEVELOPMENTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On June&nbsp;15, 2004, we entered into a definitive stock purchase agreement to
acquire all of the outstanding capital stock of Altama Delta Corporation, a
provider of boots to the military and commercial markets under its Altama
brand. Altama is a leading designer, manufacturer, marketer and distributor of
mil-spec and commercial combat and uniform boots. Below is a summary of the
stock purchase agreement and ancillary agreements we are entering into in
connection with the acquisition. The stock purchase agreement is filed as an
exhibit to the registration statement of which this prospectus forms a part and
should be reviewed for a more complete understanding of its terms.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the stock purchase agreement, we have agreed to pay a purchase price
of $39.0&nbsp;million, plus an earnout payment of $2.0&nbsp;million that is subject to
Altama meeting certain sales requirements. As part of the transaction, we will
refinance Altama&#146;s indebtedness as of the date of closing. Payment of the
purchase price at closing is to be made by delivery of $36.5&nbsp;million in cash,
and shares of our common stock valued at $2.5&nbsp;million based on the average
closing price during the 20 trading days ending on the second-to-last trading
day prior to the closing of the acquisition. The cash portion of the purchase
price is subject to adjustment in the amount of distributions in excess of
39.6% of Altama&#146;s net operating profits and the book value of distributions of
Altama&#146;s real and related personal property located in Kiawah Island, South
Carolina, and for any net amount Altama receives from a price adjustment claim
it has made with the DoD.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The stock purchase agreement contains customary representations and
warranties and requires Altama&#146;s sole shareholder and President and Chief
Executive Officer, W. Whitlow Wyatt, and us to indemnify each other for various
liabilities arising under the agreement, subject to various limitations and
conditions. At the closing, Mr.&nbsp;Wyatt is required to deposit into escrow for 18
months the shares we will issue to him in the acquisition to secure his
indemnification and other obligations under the stock purchase agreement.
Absent an event of default under the terms of the escrow agreement, Mr.&nbsp;Wyatt
will have voting rights with respect to the shares while held in escrow. If an
event of default occurs, the escrow agent will have voting rights with respect
to the shares while held in escrow.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the terms of the stock purchase agreement, we have agreed to pay Mr.
Wyatt $2.0&nbsp;million in consideration for a five-year covenant-not-to-compete and
other restrictive covenants. We have also agreed to enter into a two-year
consulting agreement with Mr.&nbsp;Wyatt which provides for an annual consulting fee
of $100,000. Additionally, subject to specified conditions, we have agreed to
grant to Mr.&nbsp;Wyatt one demand registration, exercisable between 180&nbsp;days and
three years after the acquisition closing, and unlimited piggyback registration
rights for registration statements we file with the SEC during the three years
following the closing except in limited circumstances.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The acquisition is contingent on customary closing conditions. Our bank
has committed to amend our credit facility to increase our available borrowings
to $33.4&nbsp;million, consisting of an $18.0&nbsp;million revolving line of credit and
$15.4&nbsp;million in term loans in connection with the pending acquisition.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On June&nbsp;15, 2004, we hired Richard E. White as our new Chief Executive
Officer. Prior to joining us, and since 2002, Mr.&nbsp;White was a consultant to
trade associations. From 1999 to 2002, he served as President and Chief
Executive Officer of Reed Exhibitions North America, the largest
business-to-business event organizing company in North America. From 1997 to
1999, Mr.&nbsp;White was General Manager, Subsidiary Brands, of three of Nike Inc.&#146;s
four subsidiary companies, including Cole Haan and Bauer-Nike Hockey. Mr.
White was employed for fifteen years by Major League Baseball Properties, Inc.
and served as President and Chief Executive Officer for seven of those years.
Mr.&nbsp;White has served as a member of the Board of Directors since May&nbsp;11, 2004.
James R. Riedman, formerly Chairman and Chief Executive Officer, will retain
the title of Chairman.


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<P align="center" style="font-size: 10pt"><B>SELLING STOCKHOLDERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The securities to which this prospectus relates are being registered for
reoffers and resales by the selling stockholders who have been allocated such
securities under our 401(k) plan. The selling stockholders may resell all, a
portion or none of their securities from time to time. Based upon the
information available to us as of May&nbsp;28, 2004, the table below sets forth each
selling stockholder (whether or not an &#147;affiliate&#148; of Phoenix Footwear Group,
Inc.) who holds at least 1,000 shares of our common stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For each selling stockholder who meets this criteria, the table identifies
(i)&nbsp;the nature of any position, office or other material relationship he has
had with us within the past three years, (ii)&nbsp;the number of shares of our
common stock held by the selling stockholder, (iii)&nbsp;the number of shares of our
common stock to be offered for the selling stockholder&#146;s account pursuant to
this prospectus, and (iv)&nbsp;the number of shares and percent of our outstanding
common stock to be owned by the selling stockholder after the sale of the
securities offered pursuant to this prospectus, assuming that other shares held
by such parties are not sold. The Securities and Exchange Commission&#146;s rules
require that we assume that the selling stockholders sell all of their common
stock offered pursuant to this prospectus for the purpose of the table set
forth below. The shares offered by the individual selling stockholders under
this prospectus are owned indirectly through our 401(k) plan. These individual
selling stockholders possess dispositive power over the shares under the terms
of the 401(k) plan.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="85%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="46%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Shares Owned After Offering</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Owned Before</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name and Relationship</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Offered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent<SUP>1</SUP></B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Greg Tunney, President, Chief
Operating Officer and
Director<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39,815</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31,815</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Wilhelm Pfander, Senior
Vice-President &#150; Sourcing and
Development and Director<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,651</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,651</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Retirement Committee of the
Phoenix Footwear Group, Inc.
Retirement Savings Partnership
Plan<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">798,847</TD>
    <TD nowrap><SUP>(3)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13,247</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">486,244</TD>
    <TD nowrap><SUP>(3)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Russell D. Hall, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,655</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,655</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Jeffrey R. Cosgrove, Former
Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,525</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,525</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">William B. Eddy, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,167</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,167</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Teresa D. VanHauer, Former
Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,690</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,690</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Francisco Arizaga, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,267</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,267</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Thomas Peters, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,134</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,134</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Michael Weinstien, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,264</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,264</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">John M. Mallon, Former Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,962</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,962</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Charles F. Saindon, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,569</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,569</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">David Kutz, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,091</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,091</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Michael M. Shamoon, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,968</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,968</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sheldon W. Cote, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,949</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,949</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Karen L. Latsko, Former
Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,877</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,877</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Susan Amkraut, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,448</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,448</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Raymond O. Wiswell, Former
Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,760</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,760</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Karyn E. Wands, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,733</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,733</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Richard T. Dickerson, Former
Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,596</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,596</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">James R. Riedman, Chairman <SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">2,285,565</TD>
    <TD nowrap><SUP>(4)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1,972,962</TD>
    <TD nowrap><SUP>(5)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Kenneth E. Wolf, Chief
Financial Officer and
Treasurer<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,094</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,174</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Paul T. York, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,645</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,645</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Douglas Muller, Former Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,589</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,589</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Jerry L. Hemphill, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,216</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,216</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Rose Cote, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,860</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,860</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Robert Chandler, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,422</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,422</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Judy A. Murray, Former Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,413</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,413</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Scott W. Dionne, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,354</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,354</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Robert A. Libby, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,329</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,329</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Steven McInerney, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,219</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,219</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">-14-
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="85%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="46%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Shares Owned After Offering</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Owned Before</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name and Relationship</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Offered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent<SUP>1</SUP></B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Diane P. Combs, Former Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,196</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,196</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Edward Williamson. Former
Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,177</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,177</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Ritchie A. Thibodeau, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,037</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,037</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Lorna Sevigny, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,889</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,889</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Christine A. Casler, Former
Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,803</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,803</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Kathleen M. Sorano, Former
Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,754</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,754</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Robin L. Cyr, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,721</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,721</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Douglas J. Langston, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,682</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,682</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Kim A. Davis, Former Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,457</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,457</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Roxane G. Duplisea, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,418</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,418</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Janet L. Gomm, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,263</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,263</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Anita Stephens, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,177</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,177</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Maryane Gilbert, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,152</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,152</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Ellen Hill, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,108</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,108</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Donald E. Rife, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,108</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,108</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Celia M. LeBlanc, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,960</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,960</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">James Tilley, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,842</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,842</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Nancy L. Elder, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,686</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,686</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Raylan L. Brasslett, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,497</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,497</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Donna Shackleford, Former
Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,443</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,443</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Bryan K. Adams, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,379</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,379</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sheryl Lacroix, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,341</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,341</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Pamela Ann Mosher, Former
Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,271</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,271</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cheryl Hewes, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,165</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,165</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Teresa A. Marciano, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,111</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,111</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Chris McKoy, Employee</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,111</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,111</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>




<P>

<HR size="1" width="18%" align="left" noshade>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Less than 1%.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Percentage based on the 5,154,093 shares of common stock outstanding as
of May&nbsp;28, 2004, without regard to beneficial ownership as may be
calculated under Rule&nbsp;13d-3 of the Securities Exchange Act of 1934.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Denotes that the selling stockholder is an affiliate.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Includes 299,396 shares which have been allocated to participants under
our 401(k) plan and over which the plan has voting control.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Includes 5,333 shares allocated to Mr.&nbsp;Riedman&#146;s account in our 401(k)
plan, and the following shares of which Mr.&nbsp;Riedman disclaims beneficial
ownership: 382,710 shares held by Riedman Corporation, of which Mr.
Riedman is a shareholder, director and President; 24,400 shares owned by
his children; 63,570 shares held by an affiliated entity; and 793,514
shares held by our 401(k) plan. Mr.&nbsp;Riedman is a member of our board of
directors&#146; retirement plan committee, which serves as fiduciary for our
401(k) plan, and through that committee he shares voting control over such
shares, and shares investment control over 478,513 shares not yet
allocated to plan participants.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Assumes the sale of all shares held by our 401(k) plan and offered under
this prospectus, over which Mr.&nbsp;Riedman is deemed to have beneficial
ownership through his service on our retirement plan committee.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">Certain unnamed non-affiliates who hold less than the lesser of 1,000 or one
percent of the securities issuable under the 401(k) plan, may also use this
prospectus for reoffers and resales up to that amount. A total of 478,513
shares of common stock remain available for allocation to participants under
the 401(k) plan.


<DIV align="left">
<A name="106"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>USE OF PROCEEDS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of the securities offered
hereby.

<DIV align="left">
<A name="107"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>DILUTION</B>


<P align="left" style="font-size: 10pt">Because our selling stockholders will offer and sell the securities covered by
this prospectus at various times at prices and at terms then prevailing or at
prices related to the then current market price or in negotiated transactions,
we have not included in this prospectus information about dilution (if any) to
the public arising from these sales.



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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="108"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>PLAN OF DISTRIBUTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are registering the shares of our common stock covered by this
prospectus on behalf of the selling stockholders. The &#147;selling stockholders&#148;
as used in this section of the prospectus shall refer to the selling
stockholders, or their permitted pledgees, donees, transferees, or any of their
successors in interest.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While this registration statement is effective, the selling stockholders
may, in their discretion, offer and sell shares from time to time on the
American Stock Exchange or otherwise at prices and on terms then prevailing, at
prices related to the then-current market price, or at negotiated prices. The
distribution of the shares may be effected from time to time in one or more
transactions including, without limitation:


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the broker solicits purchasers;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>transactions involving block trades;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker-dealer or other person as
principal and resale by that person for its own account
pursuant to this Prospectus;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an exchange distribution in accordance with the rules of such exchange;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>put or call option transactions;</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>privately negotiated transactions; or</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>by any other legally available means.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">Such transactions may or may not involve brokers or dealers.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may negotiate and pay broker-dealers or other
persons commissions, discounts or concessions for their services.
Broker-dealers or other persons engaged by the selling stockholders may allow
other broker-dealers or other persons to participate in resales. However, the
selling stockholders and any broker-dealers or such other persons involved in
the sale or resale of our shares of common stock offered under this prospectus
may qualify as &#147;underwriters&#148; within the meaning of Section&nbsp;2(a)(11) of the
Securities Act of 1933. In addition, the broker-dealers&#146; or their affiliates&#146;
commissions, discounts or concessions may qualify as underwriters&#146; compensation
under the Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to selling their shares of our common stock under this
prospectus, a selling stockholder may:


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>agree to indemnify any broker-dealer or agent
against certain liabilities relating to the selling of their shares, including liabilities arising under the Securities
Act,</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>transfer their shares in other ways not involving
market makers established trading markets, including directly
by gift, distribution, or other transfer; or</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sell their common stock under Rule&nbsp;144 of the
Securities Act rather than under this prospectus, if the
transaction meets the requirements of Rule&nbsp;144, including that
of an adequate holding period.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the shares of our
common stock offered under this prospectus, and the pledgees, secured parties
or persons to whom such securities have been hypothecated shall, including upon
foreclosure in the event of default, be deemed to be selling stockholders under
this prospectus. From time to time each of the selling stockholders may
transfer, pledge, donate or assign their shares to lenders, family members and
others and each of such persons will be deemed to be a selling stockholder for
purposes of this prospectus. The number of shares beneficially owned by those
selling stockholders who transfer, pledge, donate or assign shares will
decrease as and when they take such actions. The plan of distribution for the
shares sold hereunder will otherwise remain unchanged, except that the
transferees, pledgees, donees or other successors will be selling stockholders
hereunder.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the selling stockholders may from time to time sell short
their shares of our common stock offered under this prospectus or engage in
other hedging transactions and, in such instances, this prospectus may be
delivered in connection with such sale or transaction and the shares offered
hereby may be used to cover such short sale. Without limiting the foregoing,
in connection with distributions of the shares, a selling stockholder may enter
into hedging transactions with broker-dealers and the broker-dealers may engage
in short sales of our common stock in the course of hedging the positions they
assume with such selling stockholder. A selling stockholder may also enter
into option or other transactions with broker-dealers that involve the delivery
of their shares of our common stock offered under this prospectus to the
broker-dealers, who may then resell or otherwise transfer those shares. A
selling stockholder may also lend or pledge shares of our common stock offered
hereby to a broker-dealer and the broker-dealer may sell the shares so borrowed
or, upon default, may sell or otherwise transfer the pledged shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because selling stockholders may be deemed to be underwriters within the
meaning of Section&nbsp;2(11) of the Securities Act, the selling stockholders will
be subject to the prospectus delivery requirements of the Securities Act.
Selling stockholders may have other business relationships with us or our
affiliates in the ordinary course of business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are bearing all costs, fees and expenses relating to the registration
of the shares offered hereby (other than fees and expenses, if any, of counsel
or other professionals, experts or advisors retained by the selling
stockholders). Any commissions, discounts or other selling fees or expenses
incident to the sale of these shares will be borne by the selling stockholders
selling such shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional information related to the selling stockholders and the plan of
distribution may be provided in one or more supplemental prospectuses.

<DIV align="left">
<A name="109"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>EXPERTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Phoenix Footwear Group, Inc. and
subsidiary incorporated by reference in this prospectus from our annual report
included on Form 10-K for the year ended December&nbsp;27, 2003 have been audited by
Deloitte &#038; Touche LLP, independent registered public accounting firm, as stated
in their report (which report express an unqualified opinion and includes an
explanatory paragraph, concerning the change in accounting resulting from the
adoption of Statement of Financial Accounting Standards No.&nbsp;142, Goodwill and
Other Intangible Assets) and have been so incorporated by reference in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements of Royal Robbins, Inc., as of May&nbsp;31, 2003, and
for the year then ended incorporated in this prospectus by reference to the
Current Report on Form 8-K/A of Phoenix Footwear filed with the SEC on January
14, 2004, have been so incorporated in reliance on the report of Deloitte &#038;
Touche, LLP, independent registered public accounting firm, which is
incorporated by reference and have been so incorporated in reliance upon the
report of such firm given upon said firm&#146;s authority as experts in accounting
and auditing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements of H.S. Trask &#038; Co. as of December&nbsp;31, 2002 and
for the year then ended incorporated in this prospectus by reference to the
Current Report on Form 8-K/A of Phoenix Footwear filed with the SEC on
September&nbsp;19, 2003 have been so incorporated in reliance on the report of
Anderson ZurMuehlen &#038; Co., P.C., independent auditors given on the authority of
said firm as experts in auditing and accounting.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Altama Delta Corporation as of
September&nbsp;27, 2003 and September&nbsp;28, 2002, and for each of the three years in
the period ended September&nbsp;27, 2003 incorporated by reference in this
prospectus to the Current Report on Form 8-K of Phoenix Footwear Group, Inc.,
filed with the SEC on July&nbsp;8, 2004, have been audited by Joseph DeCosimo and
Company, LLC, independent accountants, as stated in their report (which report
expresses an unqualified opinion and includes an explanatory paragraph
concerning the change in accounting resulting from the adoption of Statement of
Financial Accounting Standards No.&nbsp;142, <I>Goodwill and Other Intangible Assets</I>)
and has been so incorporated by reference in reliance on the report of such
firm given on their authority as experts in auditing and accounting.


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<A name="110"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed a registration statement on Form S-8 with the Securities and
Exchange Commission under the Securities Act of 1933. This prospectus omits
some information and exhibits included in the registration statement, copies of
which may be obtained upon payment of a fee prescribed by the Commission or may
be examined free of charge at the principal office of the Commission in
Washington, D.C.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith file reports, proxy
statements and other information with the Commission. The reports, proxy
statements and other information filed by us with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 500 West Madison Street, Room
1400, Chicago, Illinois 60606 and at the Jacob K. Javits Federal Building, 75
Park Place, New York, New York 10278. Copies of filings can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, the Commission
maintains a website that contains reports, proxy and informational statements
and other information filed electronically with the Commission at
http://www.sec.gov.

<DIV align="left">
<A name="111"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously filed by us with the SEC are
incorporated in this registration statement by reference:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Annual Report on Form 10-K for the year ended December&nbsp;27, 2003, filed
on March&nbsp;26, 2004 (SEC File No.&nbsp;001-31309).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Quarterly Report on Form 10-Q for the quarter ended March&nbsp;27, 2004,
filed on May&nbsp;11, 2004


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Definitive Proxy Statement filed on April&nbsp;9, 2004 (SEC File No.
001-31309).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Current Reports on Form 8-K and amendments thereto filed on August
27, 2003, November&nbsp;5, 2003, February&nbsp;24, 2004, June&nbsp;15, 2004, June&nbsp;16 2004 and
July&nbsp;8, 2004 (SEC File No.&nbsp;001-31309).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Registration Statement on Form 8-A filed on April&nbsp;30, 2002, as amended
by Forms 8-A/A filed on May&nbsp;3, 2002, and September&nbsp;24, 2003 (including any
amendment or report filed with the SEC for the purpose of updating such
description). (SEC File No.&nbsp;001-31309).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents that we file pursuant to Sections 13(a)
and 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference in this prospectus and to be a
part hereof from the date of filing of such reports and documents.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Copies of these filings, excluding all exhibits unless an exhibit has been
specifically incorporated by reference in this document, are available from us,
at no cost, by writing or telephoning us at:



<P align="left" style="margin-left:3%; font-size: 10pt">Phoenix Footwear Group, Inc.<br>
5759 Fleet Street, Suite&nbsp;220<br>
Carlsbad, California<br>
Attention: Kenneth Wolf, Chief Financial Officer and Treasurer<br>
Tel: (760)&nbsp;602-9688


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>312,603 Shares</B>



<P align="center" style="font-size: 10pt"><B>PHOENIX FOOTWEAR GROUP, INC.</B>



<P align="center" style="font-size: 10pt"><B>Common Stock</B>



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="center" style="font-size: 10pt"><B>PROSPECTUS</B>



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="center" style="font-size: 10pt"><B>July&nbsp;8, 2004</B>




<P align="center" style="font-size: 10pt">&nbsp;</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B><I>Item&nbsp;3. Incorporation of Documents by Reference</I></B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents have been filed by Phoenix Footwear Group, Inc.
(the &#147;Registrant&#148;) with the Securities and Exchange Commission (the
&#147;Commission&#148;) pursuant to the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;) and are hereby incorporated by reference in this Registration
Statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Annual Report on Form 10-K for the year ended December&nbsp;27, 2003, filed
on March&nbsp;26, 2004 (SEC File No.&nbsp;001-31309).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Quarterly Report on Form 10-Q for the quarter ended March&nbsp;27, 2004,
filed on May&nbsp;11, 2004


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Definitive Proxy Statement filed on April&nbsp;9, 2004 (SEC File No.
001-31309).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Current Reports on Form 8-K and amendments thereto filed on August
27, 2003, November&nbsp;5, 2003, February&nbsp;24, 2004, June&nbsp;15, 2004, June&nbsp;16 2004 and
July&nbsp;8, 2004 (SEC File No.&nbsp;001-31309).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Registration Statement on Form 8-A filed on April&nbsp;30, 2002, as amended
by Forms 8-A/A filed on May&nbsp;3, 2002, and September&nbsp;24, 2003 (including any
amendment or report filed with the SEC for the purpose of updating such
description). (SEC File No.&nbsp;001-31309).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;All documents subsequently filed by the Registrant with the Commission
pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Any statements contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also
is incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part of
this Registration Statement except as so modified or superseded.


<P align="left" style="font-size: 10pt"><B><I>Item&nbsp;4. Description of Securities</I></B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The description of the Registrant&#146;s common stock to be reoffered and
resold pursuant to this Registration Statement has been incorporated by
reference into this Registration Statement as described in the Registration
Statement on Form 8-A filed on April&nbsp;30, 2002, as amended by Forms 8-A/A filed
on May&nbsp;3, 2002, and September&nbsp;24, 2003.


<P align="left" style="font-size: 10pt"><B><I>Item&nbsp;5. Interest of Named Experts and Counsel</I></B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Phoenix Footwear Group, Inc. and
subsidiary incorporated by reference in this prospectus from our annual report
included on Form 10-K for the year ended December&nbsp;27, 2003 have been audited by
Deloitte &#038; Touche LLP, independent registered public accounting firm, as stated
in their report (which report express an unqualified opinion and includes an
explanatory paragraph, concerning the change in accounting resulting from the
adoption of Statement of Financial Accounting Standards No.&nbsp;142, Goodwill and
Other Intangible Assets) and have been so incorporated by reference in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.


<P align="center" style="font-size: 10pt">II-1
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements of Royal Robbins, Inc., as of May&nbsp;31, 2003, and
for the year then ended incorporated in this prospectus by reference to the
Current Report on Form 8-K/A of Phoenix Footwear filed with the SEC on January
14, 2004, have been so incorporated in reliance on the report of Deloitte &#038;
Touche, LLP, independent registered public accounting firm, which is
incorporated by reference and have been so incorporated in reliance upon the
report of such firm given upon said firm&#146;s authority as experts in accounting
and auditing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements of H.S. Trask &#038; Co. as of December&nbsp;31, 2002 and
for the year then ended incorporated in this prospectus by reference to the
Current Report on Form 8-K/A of Phoenix Footwear filed with the SEC on
September&nbsp;19, 2003 have been so incorporated in reliance on the report of
Anderson ZurMuehlen &#038; Co., P.C., independent auditors given on the authority of
said firm as experts in auditing and accounting.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Altama Delta Corporation as of
September&nbsp;27, 2003 and September&nbsp;28, 2002, and for each of the three years in
the period ended September&nbsp;27, 2003 incorporated by reference in this
prospectus to the Current Report on Form 8-K of Phoenix Footwear Group, Inc.,
filed with the SEC on July&nbsp;8, 2004, have been audited by Joseph DeCosimo and
Company, LLC, independent accountants, as stated in their report (which report
expresses an unqualified opinion and includes an explanatory paragraph
concerning the change in accounting resulting from the adoption of Statement of
Financial Accounting Standards No.&nbsp;142, <I>Goodwill and Other Intangible Assets</I>)
and has been so incorporated by reference in reliance on the report of such
firm given on their authority as experts in auditing and accounting.


<P align="left" style="font-size: 10pt"><B><I>Item&nbsp;6. Indemnification of Directors and Officers.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant is governed by Section&nbsp;145 of the Delaware General
Corporation Law. This section provides for indemnification of directors,
officers and other employees in certain circumstances. Additionally, Section
102(b)(7) of the Delaware General Corporation Law provides for the elimination
or limitation of the personal liability for monetary damages of directors under
certain circumstances.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;Sixth of the Certificate of Incorporation of the Registrant
eliminates the personal liability for monetary damages of directors under
certain circumstances. Article&nbsp;Sixth of the By-Laws provides indemnification
to directors and officers of the Registrant for liability for certain losses in
that capacity if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding had no
reasonable cause to believe such person&#146;s conduct was unlawful. In the case of
an action or suit by or in the right of the Registrant to procure a judgment in
its favor, however, (1)&nbsp;such indemnification is limited to expenses (including
attorneys&#146; fees) actually and reasonably incurred by such person in the defense
or settlement of such action or suit, and (2)&nbsp;no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper. These
provisions also provide for the advance and payment of fees and expenses
reasonably incurred by the director or officer in defense of any such lawsuit
or proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The By-Laws authorize the Registrant to purchase and maintain insurance on
behalf of any director or officer of the Registrant against any liability
asserted against such person and incurred by such person or arising out of such
person&#146;s status as such, whether or not the Registrant would have the power to
indemnify such person. The directors and officers of the Registrant are
covered by insurance policies indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, which
might be incurred by them in such capacities and against which they may not be
indemnified by the Registrant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition the Registrant has entered into indemnification agreements
with its executive officers and directors that are consistent with the
foregoing provisions. The Registrant believes that these agreements and
arrangements are necessary to attract and retain qualified persons as directors
and officers.


<P align="center" style="font-size: 10pt">II-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liability arising under the Securities Act
may be permitted to our directors and officers or controlling persons under
these provisions, we have been informed by the SEC that in its opinion such
indemnification is against public policy as expressed in the Securities Act
and, therefore, is unenforceable.


<P align="left" style="font-size: 10pt"><B><I>Item&nbsp;7. Exemption from Registration Claimed.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The securities to be sold by the selling stockholders were originally
issued to the Registrant&#146;s Retirement Savings Partnership Plan. Subsequently,
the securities were allocated to the selling stockholders under the terms of
the plan. The original issuance was made in reliance on the exemption from the
registration requirements of the Securities Act contained in Section&nbsp;4(2)
thereof, covering transactions not involving any public offering. The
subsequent transfer of the securities to plan participants was made in reliance
on the exemption from registration for transfers not involving any &#147;offer&#148; or
&#147;sale&#148;.


<P align="left" style="font-size: 10pt"><B><I>Item&nbsp;8. Exhibits.</I></B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Stock Purchase Agreement by and among Phoenix Footwear Group, Inc., W.
Whitlow Wyatt and Altama Delta Corporation dated June&nbsp;15, 2004
(incorporated by reference to Exhibit&nbsp;2.1 to the Current Report on Form
8-K filed June&nbsp;15, 2004 (SEC File No.&nbsp;001-31309)) (exhibits and schedules
have been omitted pursuant to Item&nbsp;601(b)(2) of Regulation&nbsp;S-K, but a copy
will be furnished supplementally to the Securities and Exchange Commission
upon request)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Phoenix Footwear Group, Inc. Retirement Savings Partnership Plan, Amended
and Restated effective January&nbsp;1, 2001.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Amendment to the Phoenix Footwear Group, Inc. Retirement Savings
Partnership Plan, effective September&nbsp;1, 2002.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Amendment to the Phoenix Footwear Group, Inc. Retirement Savings
Partnership Plan, effective July&nbsp;1, 2003.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Anderson ZurMuehlen &#038; Co., P.C. (relates to H.S. Trask &#038; Co.
financial statements).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche, LLP (relates to Royal Robbins, Inc.
financial statements).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Joseph Decosimo and Company, LLC (relates to Altama Delta
Corporation financial statements).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><B><I>Item&nbsp;9. Undertakings.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned Registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;to include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;


<P align="center" style="font-size: 10pt">II-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20&nbsp;percent change in the
maximum aggregate offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective Registration Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided however, that paragraphs (a)(i) and (a)(ii) above do not apply if
the information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the Registrant pursuant
to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in this Registration Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan&#146;s annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions described in Item&nbsp;6 of
this Registration Statement, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


<P align="center" style="font-size: 10pt">II-4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Carlsbad, State of California on this 8th day of
July, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">PHOENIX FOOTWEAR GROUP, INC.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Richard E. White</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:<BR>
Title:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Richard E. White<br>
Chief Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="34%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ James R. Riedman
<HR size="1" noshade>
James R. Riedman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">July&nbsp;8, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Richard E. White
<HR size="1" noshade>
Richard E. White
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive Officer<BR>
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">July&nbsp;8, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Greg A. Tunney*
<HR size="1" noshade>
Greg A. Tunney
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Director and Chief
Operating Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">July&nbsp;8, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Kenneth E. Wolf*
<HR size="1" noshade>
Kenneth E. Wolf
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer, Secretary
and Treasurer (Principal Financial
and Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">July&nbsp;8, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Steven M. DePerrior*
<HR size="1" noshade>
Steven M. DePerrior
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">July&nbsp;8, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Gregory M. Harden*
<HR size="1" noshade>
Gregory M. Harden
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">July&nbsp;8, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John C. Kratzer*
<HR size="1" noshade>
John C. Kratzer
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">July&nbsp;8, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Wilhelm Pfander*<BR>
<HR size="1" noshade>
Wilhelm Pfander
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">July&nbsp;8, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Frederick R. Port*
<HR size="1" noshade>
Frederick R. Port
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">July&nbsp;8, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John M. Robbins*
<HR size="1" noshade>
John M. Robbins
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">July&nbsp;8, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*By James R. Riedman<br>
Power of Attorney<br>
July&nbsp;8, 2004</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">II-5
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Stock Purchase Agreement by and among Phoenix Footwear Group, Inc., W.
Whitlow Wyatt and Altama Delta Corporation dated June&nbsp;15, 2004
(incorporated by reference to Exhibit&nbsp;2.1 to the Current Report on Form
8-K filed June&nbsp;15, 2004 (SEC File No.&nbsp;001-31309)) (exhibits and schedules
have been omitted pursuant to Item&nbsp;601(b)(2) of Regulation&nbsp;S-K, but a copy
will be furnished supplementally to the Securities and Exchange Commission
upon request)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Phoenix Footwear Group, Inc. Retirement Savings Partnership Plan, Amended
and Restated effective January&nbsp;1, 2001.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Amendment to the Phoenix Footwear Group, Inc. Retirement Savings
Partnership Plan, effective September&nbsp;1, 2002.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Amendment to the Phoenix Footwear Group, Inc. Retirement Savings
Partnership Plan, effective July&nbsp;1, 2003.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Anderson ZurMuehlen &#038; Co., P.C. (relates to H.S. Trask &#038; Co.
financial statements)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche, LLP (relates to Royal Robbins, Inc.
financial statements).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Joseph Decosimo and Company, LLC (relates to Altama Delta
Corporation financial statements).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">II-6
</DIV>


</BODY>
</HTML>
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Phoenix Footwear Group, Inc.
Table of Contents
As filed with the Securities and Exchange Commission on July 8, 2004
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Phoenix Footwear Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
15-0327010
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
5759 Fleet Street, Suite 220
Carlsbad, California 92008
(Address of Principal Executive Offices)
Phoenix Footwear Group, Inc.
Retirement Savings Partnership Plan
(Full Title of the Plan)
James R. Riedman
Chairman
Phoenix Footwear Group, Inc.
5759 Fleet Street, Suite 220
Carlsbad, California 92008
(Name and Address of Agent for Service)
(760) 602-9688
(Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
Harry P. Messina, Jr., Esq.
Woods Oviatt Gilman, LLP
700 Crossroads Building
Rochester, New York 14614
Table of Contents
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities
Amount To Be
Offering Price Per
Aggregate Offering
Amount of
To Be Registered
Registered
Share (1)
Price (1)
Registration Fee
$0.01 par value
Common Stock,
$
13.69
$
4,279,535
$
542.00
312,603 Shares
(1)
Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
amended. The price per share is estimated based on the average of the high
and low trading prices for Phoenix Footwear Group, Inc.'s common stock as
reported by the American Stock Exchange on July 6, 2004.
Table of Contents
PART I
EXPLANATORY NOTE
This Registration Statement registers for reoffer and resale 312,603
shares of common stock of Phoenix Footwear Group, Inc. by certain shareholders
who acquired such common stock pursuant to the Phoenix Footwear Group, Inc.,
Retirement Savings Partnership Plan. Prior to the filing of this Registration
Statement, such shares held by the selling stockholders were deemed to be
"restricted securities" within the meaning of Rule 144 promulgated under the
Securities Act of 1933, as amended. These securities may be reoffered and
resold on a continuous or delayed basis in the future under Rule 415 of the
Securities Act.
The material which follows, up to but not including the page beginning
Part II of this Registration Statement, constitutes a reoffer prospectus,
prepared in accordance with the requirements of Part I of Form S-3, in
accordance with General Instruction C of Form S-8. The reoffer prospectus may
be utilized for reofferings and resales of up to 312,603 shares of common stock
acquired by the selling stockholders prior to the date of this reoffer
prospectus.
Table of Contents
REOFFER PROSPECTUS
312,603 Shares of Common Stock
This prospectus relates to 312,603 shares of common stock, par value $0.01 per
share, of Phoenix Footwear Group, Inc., that we allocated to certain of our
employees under our Retirement Savings Partnership Plan, and which may be
offered for resale from time to time by them and the 401(k) plan.
We will not receive any of the proceeds from the sale of the common stock. We
will pay all of the expenses associated with the registration and this
prospectus. The selling stockholders will pay the other costs, if any,
associated with any sale of the common stock.
Our common stock is quoted on the American Stock Exchange under the symbol
"PXG." On July 6, 2004, the last reported sale price per share of our common
stock, as quoted on the American Stock Exchange, was $13.69.
Investing in our shares involves a high degree of risk. See "Risk Factors"
beginning on page 3 for some of the factors you should consider before buying
shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is July 8, 2004.
TABLE OF CONTENTS
Page
SUMMARY
1
RISK FACTORS
3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
12
RECENT DEVELOPMENTS
13
SELLING STOCKHOLDERS
14
USE OF PROCEEDS
15
DILUTION
15
PLAN OF DISTRIBUTION
16
EXPERTS
17
WHERE YOU CAN FIND MORE INFORMATION
18
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
18
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 23.1
EXHIBIT 23.2
EXHIBIT 23.3
EXHIBIT 23.4
EXHIBIT 24
You should rely only on the information provided in this prospectus and in
any prospectus supplement, including the information incorporated by reference.
If anyone provides you with different or inconsistent information you should
not rely on it. Neither we nor the selling stockholders have authorized anyone
to provide you with different information.
The shares will not be offered under this prospectus in any jurisdiction
where the offer or sale is not permitted. You should not assume that the
information in this prospectus, or any supplement to this prospectus, is
accurate at any date other than the date indicated on the front cover page of
this prospectus. Our business, financial condition, results of operations and
prospects may have changed since that date.
Table of Contents
PROSPECTUS SUMMARY
This summary highlights certain material information contained or
incorporated by reference in this prospectus. You should read carefully the
entire prospectus and the documents incorporated by reference in this
prospectus from our filings with the Securities and Exchange Commission, or
SEC. Unless the context otherwise requires, all references to "Phoenix
Footwear," "we," "us," and "our" refer to Phoenix Footwear Group, Inc. and its
subsidiaries. References to "4
01(k)
plan" refer to our Retirement Savings
Partnership Plan. The term "you" refers to a prospective investor.
References to our "fiscal 2002" refer to our fiscal year ended December
31, 2002, references to our "fiscal 2003" refer to our fiscal year ended
December 27, 2003, and references to our "fiscal 2004" refer to our fiscal year
ending January 1, 2005.
Our Company
We design, develop and market men's and women's branded footwear and
apparel. We sell over 80 different styles of footwear and over 250 different
styles of apparel products. By emphasizing traditional style, quality and fit,
we believe we can better maintain a loyal consumer following that is less
susceptible to fluctuations due to changing fashion trends and consumer
preferences. As a result, a significant number of our product styles carry over
from year-to-year. In addition, our design and product development teams seek
to create and introduce new products and styles that complement these
longstanding core products, are consistent with our brand images and meet our
high quality standards. We believe our brands have significant potential for
growth through increases in product assortment, brand extensions and expansion
of our retail channels.
Through a series of acquisitions, we have built a portfolio of niche
brands that we believe exhibit consistent cash flow and brand growth potential.
We intend to continue to build our portfolio of brands through acquisitions of
footwear and apparel companies and product lines that we believe will
complement or expand our business, augment our market coverage, provide us with
important relationships or otherwise offer us growth opportunities. Our current
brands include Trotters®, Soft-Walk® ("SoftWalk"), Strol®, H.S. Trask® and
Royal Robbins®. We also design and market a line of men's casual footwear under
the Duck Unlimited® brand through an exclusive footwear licensing agreement
with Ducks Unlimited, Inc., the world's largest wetlands and waterfowl
conservation organization.
Recent Developments
On June 15, 2004, we entered into a stock purchase agreement to acquire
all of the outstanding capital stock of Altama Delta Corporation, or Altama, a
provider of boots to the military and commercial markets under its Altama®
brand. Altama is a designer, manufacturer, marketer and distributor of military
specification, or mil-spec, and commercial combat and uniform boots. Under the
stock purchase agreement, we will pay $39.0 million to W. Whitlow Wyatt,
Altama's sole shareholder and President and Chief Executive Officer, plus an
earnout payment of $2.0 million subject to Altama meeting certain sales
requirements. Additionally, we have agreed to pay Mr. Wyatt $2.0 million in
consideration for a five-year covenant-not-to-compete and other restrictive
covenants, and to enter into a two-year consulting agreement with him for an
annual consulting fee of $100,000. The cash portion of the purchase price is
subject to adjustment in the amount of distributions in excess of 39.6% of
Altama's net operating profits and the book value of distributions of Altama's
real and related personal property located in Kiawah Island, South Carolina,
and for any net amount Altama receives from a price adjustment claim it has
made with the Department of Defenser ("DoD").
On June 15, 2004, we hired Richard E. White as our new Chief Executive
Officer. Mr. White has served as a member of the Board of Directors since May
11, 2004. Mr. White entered into a three-year employment agreement with us.
James Riedman, who previously acted as both our Chairman of the Board and Chief
Executive Officer, will remain our Chairman of the Board.
-1-
Table of Contents
Corporate Information
We incorporated in March 1912 in the Commonwealth of Massachusetts under
the name Daniel Green Felt Shoe Company, changed our name to Daniel Green
Company in November 1929 and reincorporated in May 2002 in the State of
Delaware under the name Phoenix Footwear Group, Inc. Our principal executive
offices are located at 5759 Fleet Street, Suite 220, Carlsbad, California
92008, and our telephone number is (760) 602-9688. Our main Internet address is
http://www.phoenixfootwear.com. Information contained on our Internet web
sites or that is accessible through our web sites should not be considered to
be part of this prospectus.
The Offering
This prospectus is part of a registration statement that we are filing
with the SEC for the resale of shares of Phoenix Footwear Group, Inc., common
stock that we allocated to certain of our employees under our 401(k) plan. The
selling stockholders may sell the shares of our common stock being offered
under this prospectus from time to time in one or more offerings (subject to
the restrictions described in this prospectus).
The section "Plan of Distribution" beginning on page 16 of this prospectus
provides a description of the sale of the shares being offered under this
prospectus. When these shares are actually sold, to the extent required, the
number of shares sold, the purchase price, the public offering price, the names
of any agent or dealer and any applicable commission or discount with respect
to that particular sale will be set forth in an accompanying prospectus
supplement. A prospectus supplement also may update or change information
contained in the basic prospectus. We expect that all relevant information
about the shares will be contained in this prospectus. In all cases, you
should read this prospectus (as it may be supplemented) together with the
additional information described in the sections "Where You Can Find More
Information" and "Incorporation of Certain Documents by Reference."
You should carefully consider the "Risk Factors" beginning on page 3 of
this prospectus before making an investment in our common stock.
-2-
Table of Contents
RISK FACTORS
The following discussion summarizes material risks that you should
carefully consider before you decide to buy our common stock. Any of the
following risks, if they actually occur, would likely harm our business. The
trading price of our common stock could then decline, and you may lose all or
part of the money you paid to buy our common stock.
Risks Related to Our Business
Our acquisitions or acquisition efforts, which are important to our growth, may
not be successful, which may limit our growth or adversely affect our results
of operations and financial condition
Acquisitions have been an important part of our development to date.
During fiscal 2003, we acquired Royal Robbins and H.S. Trask. As part of our
business strategy, we intend to make additional acquisitions in the footwear
and apparel industry, such as the pending Altama acquisition, that we feel
could complement or expand our business, augment our market coverage, provide
us with important relationships or otherwise offer us growth opportunities. If
we identify an appropriate acquisition candidate, we may not be able to
negotiate successfully the terms of or finance the acquisition. Unsuccessful
acquisition efforts, such as our attempted acquisition of Antigua Enterprises
Inc. last year, may result in significant additional expenses that would not
otherwise be incurred. In fiscal 2003, we incurred $285,000 of such costs. In
addition, we cannot assure you that we will be able to integrate the operations
of our acquisitions without encountering difficulties, including unanticipated
costs, possible difficulty in retaining customers and supplier or manufacturing
relationships, failure to retain key employees, the diversion of management
attention or failure to integrate our information and accounting systems.
Following an acquisition, we may not realize the revenues and cost savings that
we expect to achieve or that would justify the acquisition investment, and we
may incur costs in excess of what we anticipate. These circumstances could
adversely affect our results of operations or financial condition.
We may not consummate the Altama acquisition, and a failure to do so could
cause our stock price to decline.
On June 15, 2004, we entered into a definitive stock purchase agreement to
acquire all of the outstanding capital stock of Altama. This proposed
acquisition is still pending and is subject to customary closing conditions.
Although we anticipate that the Altama acquisition will close in July 2004,
there is a possibility that we may not be able to consummate this transaction,
which could adversely affect our expected results of operations in the future.
If the acquisition is not completed for any reason, our stock price may decline
to the extent that the current market price reflects a market assumption that
the acquisition will be completed or the market's perceptions why the
acquisition was not consummated. In addition, our stock price may decline
because costs related to the acquisition, such as legal, accounting and fees
related to financing the acquisition, must be paid even if the acquisition is
not completed, adversely affecting our earnings during the period for which
such costs are recognized.
Our future success depends on our ability to respond to changing consumer
preferences and fashion trends and to develop and commercialize new products
successfully
Our principal business is the design, development and marketing of
footwear and apparel. Although our focus is on traditional and sustainable
niche brands, our brands may still be subject to rapidly changing consumer
preferences and fashion trends. For example, in fiscal 2002, our Trotters
brand experienced decreased retail acceptance of certain styles, which
adversely affected our net sales. Accordingly, we must identify and interpret
fashion trends and respond in a timely manner. Demand for and market
acceptance of new products, such as our H.S. Trask women's and Strol brands,
are uncertain, and achieving market acceptance for new products generally
requires substantial product development and marketing efforts and
expenditures. Any failure on our part to regularly develop innovative products
and update core products could limit our ability to differentiate and
appropriately price our products, adversely affect retail and consumer
acceptance of our products, and limit sales growth. Each of these risks could
adversely affect our results of operations or financial condition.
-3-
Table of Contents
We face intense competition, including competition from companies with greater
resources than ours, and if we are unable to compete effectively with these
companies, our market share may decline and our business and stock price could
be harmed
We face intense competition in the footwear and apparel industry from
other companies, such as Brown Shoe Company, which markets the Naturalizer®
brand, and Columbia Sportswear Company®. Many of our competitors have greater
financial, distribution or marketing resources, as well as greater brand
awareness. In addition, the overall availability of overseas manufacturing
opportunities and capacity allow for the introduction of competitors with new
products. Moreover, new companies may enter the markets in which we compete,
further increasing competition in the footwear and apparel industry.
We believe that our ability to compete successfully depends on a number of
factors, including anticipating and responding to changing consumer demands in
a timely manner, maintaining brand reputation and authenticity, developing high
quality products that appeal to consumers, appropriately pricing our products,
providing strong and effective marketing support, ensuring product availability
and maintaining and effectively assessing our distribution channels, as well as
many other factors beyond our control. Due to these factors within and beyond
our control, we may not be able to compete successfully in the future.
Increased competition may result in price reductions, reduced profit margins,
loss of market share, and an inability to generate cash flows that are
sufficient to maintain or expand our development and marketing of new products,
each of which would adversely affect the trading price of our common stock.
A large portion of our sales are to a relatively small group of customers with
whom we do not have long-term purchase orders, therefore the loss of any one or
more of these customers could adversely affect our business
Ten major customers represented approximately 39% of net sales in fiscal
2003; and most of these same customers represented 34% of net sales in fiscal
2002 and 38% of net sales in fiscal 2001. Sales to any one customer in fiscal
2003, 2002 and 2001 did not exceed 10% of our net sales, except for Dillard's
department stores, which accounted for 11%, 12% and 11% of our net sales in
fiscal 2003, 2002 and 2001, respectively. Although we have long-term
relationships with many of our customers, our customers do not have a
contractual obligation to purchase our products, and we cannot be certain that
we will be able to retain our existing major customers. The retail industry
can be uncertain due to changing customer buying patterns and consumer
preferences, and customer financial instability. These factors could cause us
to lose one or more of these customers, which could adversely affect our
business.
The financial instability of our customers could adversely affect our business
and result in reduced sales, profits and cash flows
We sell our merchandise to major department stores and specialty retailers
across the U.S. and extend credit based on an evaluation of each customer's
financial condition, usually without requiring collateral. However, the
financial difficulties of a customer could cause us to curtail business with
that customer. We may also assume more credit risk relating to that customer's
receivables due us. Two of our customers constituted 20% of trade accounts
receivable outstanding at December 27, 2003. Our inability to collect on our
trade accounts receivable from any of our major customers could adversely
affect our business or financial condition.
Our ability to compete could be jeopardized if we are unable to protect our
intellectual property rights or if we are sued for intellectual property
infringement
We believe that we derive a competitive advantage from our ownership of
the Trotters, SoftWalk, H.S. Trask and Royal Robbins trademarks, and our
patented footbed technology. In addition, we own and license other trademarks
that we utilize in marketing our products. We vigorously protect our
trademarks against infringement. We believe that our trademarks are generally
sufficient to permit us to carry on our business as presently conducted. We
cannot, however, know whether we will be able to secure trademark protection
for our intellectual property in the future or that protection will be adequate
for future products. Further, we face the risk of ineffective protection of
intellectual property rights in the countries where we source our products. We
cannot be sure that our activities do not and will not infringe on the
proprietary rights of others. If we are compelled to prosecute infringing
parties, defend our intellectual property, or defend ourselves from
intellectual property claims made by others, we may face
-4-
Table of Contents
significant expenses and liability that could divert our management's attention
and resources and otherwise adversely affect our business or financial
condition.
Our international manufacturing operations are subject to the risks of doing
business abroad, which could affect our ability to manufacture our products in
international markets, obtain products from foreign suppliers or control the
costs of our products
We currently rely on foreign sourcing of our products. We believe that
one of the key factors in our growth has been our strong relationships with
manufacturers capable of meeting our requirements for quality and price in a
timely fashion. We source our products primarily from independent third-party
manufacturing facilities located in Brazil, Asia and South America. As a
result, we are subject to the general risks of doing business outside the U.S.,
including, without limitation, work stoppages, transportation delays and
interruptions, political instability, expropriation, nationalization, foreign
currency fluctuation, changing economic conditions, the imposition of tariffs,
import and export controls and other non-tariff barriers, and changes in local
government administration and governmental policies, and to factors such as the
short-term and long-term effects of severe acute respiratory syndrome, or SARS,
and the outbreak of avian influenza in China. Although a diverse domestic and
international industry exists for the kinds of merchandise sourced by us, there
can be no assurance that these factors will not adversely affect our business,
financial condition or results of operations.
Our reliance on independent manufacturers, with whom we do not have long-term
written agreements, could cause delay and damage customer relationships
In fiscal 2003, 13 manufacturers accounted for 100% of our footwear
volume. We do not have long-term written agreements with any of our
third-party manufacturers. As a result, any of these manufacturers may
unilaterally terminate their relationships with us at any time. Establishing
relationships with new manufacturers would require a significant amount of time
and would cause us to incur delays and additional expenses, which would also
adversely affect our business and results of operations.
In addition, in the past, a manufacturer's failure to ship products to us
in a timely manner or to meet the required quality standards has caused us to
miss the delivery date requirements of our customers for those items. This, in
turn, has caused, and may in the future cause, customers to cancel orders,
refuse to accept deliveries or demand reduced prices. This could adversely
affect our business and results of operation.
We depend on our senior executives to develop and execute our strategic plan
and manage our operations, and if we are unable to retain them, our business
could be harmed
Our future success depends upon the continued services of James Riedman,
our Chairman of the Board, who has played a key role in developing and
implementing our strategic plan. We also rely on Greg Tunney, our President
and Chief Operating Officer, to manage our overall operations. Our loss of any
of these individuals would harm us if we are unable to employ a suitable
replacement in a timely manner. We do not maintain key man insurance on
Messrs. Riedman or Tunney or any of our other senior executives.
Fluctuations in the price, availability and quality of raw materials could
adversely affect our gross profit
Fluctuations in the price, availability and quality of raw materials, such
as leather and bison hides, used to manufacture our products, could adversely
affect our cost of goods or our ability to meet our customers' demands.
Although we do not expect our foreign manufacturing partners, or Altama
following completion of the pending acquisition, to have any difficulty in
obtaining the raw materials required for footwear production, certain sources
may experience some difficulty in obtaining raw materials. For example, in
fiscal 2002, the availability of leather decreased as a result of destruction
of livestock due to concerns about "mad cow" disease and "hoof and mouth"
disease. We generally do not enter into long-term purchase commitments. In the
event of price increases in these raw materials in the future, we may not be
able to pass all or a portion of these higher raw materials prices on to our
customers, which would adversely affect our gross profit.
-5-
Table of Contents
A decline in general economic conditions could lead to reduced consumer demand
for our products and could lead to a reduction in our net sales, and thus in
our ability to obtain credit
In addition to consumer fashion preferences, consumer spending habits are
affected by, among other things, prevailing economic conditions, levels of
employment, salaries and wage rates, consumer confidence and consumer
perception of economic conditions. For example, in fiscal 2002 and fiscal
2003, the U.S. economy, and more specifically the retail environment,
experienced a general slowdown, and adversely affected consumer spending
habits, which we believe contributed to the decline in the net sales of our
Trotters brand that fiscal year. Future slowdowns would likely cause us to
delay or slow our expansion plans and result in lower net sales than expected
on a quarterly or annual basis, which could lead to a reduction in our
stockholders' equity and thus our ability to obtain credit as and when needed.
Our recently completed acquisitions and pending Altama acquisition make
evaluating our operating results difficult given the significance of these
acquisitions to our operations, and our historical results do not give you an
accurate indication of how we will perform in the future
Our historical results of operations do not give effect for a full fiscal
year to our 2003 acquisitions of H.S. Trask and Royal Robbins or our pending
Altama acquisition. Accordingly, the historical financial information that we
have incorporated by reference in this prospectus does not necessarily reflect
what our financial position, operating results and cash flows will be in the
future as a result of these acquisitions. The pro forma financial information
incorporated by reference in this prospectus is based in part on the separate
pre-acquisition financial reports of H.S. Trask, Royal Robbins and Altama.
Consequently, our historical results of operations and pro forma financial
information do not give you an accurate indication of how Phoenix Footwear,
including the H.S. Trask, Royal Robbins and Altama operations, will perform in
the future.
Additionally, we do not have experience in selling to the government,
which comprises a significant amount of Altama's net sales. We plan to
continue the employment of Altama employees who do have such experience. There
can be no assurance that any or all of the employees of Altama with this
experience will continue with us after the acquisition.
The financing of any future acquisitions we make may result in dilution to your
stock ownership and/or could increase our leverage and our risk of defaulting
on our bank debt
Our business strategy is to expand into new markets and enhance our
position in existing markets through acquisitions. In order to successfully
complete targeted acquisitions or to fund our other activities, we may issue
additional equity securities that could dilute your stock ownership. We may
also incur additional debt if we acquire another company, which could
significantly increase our leverage and hence our risk of default under our
secured credit facility. For example, the financing for the pending Altama
acquisition contemplates the issuance in a private placement of $2.5 million of
our common stock based on the average closing price during the 20 trading days
ending on the second-to-last trading day prior to the closing of the
acquisition. Additionally, we intend to incur approximately $12.9 million of
additional debt under our proposed amended credit facility to pay the purchase
price and to refinance Altama's funded indebtedness.
Defaults under our secured credit arrangement could result in a foreclosure on
our assets by our bank
We have a $24.8 million secured credit facility with our bank, which we
expect to increase to a $33.4 million facility concurrently with the closing of
the pending Altama acquisition. As of May 28, 2004, we had $10.9 million
outstanding under this facility. We expect to incur $12.9 million of
additional indebtedness in connection with the pending Altama acquisition. In
the future, we may incur additional indebtedness in connection with other
acquisitions or for other purposes. All of our assets are pledged as
collateral to secure our bank debt. Our credit facility includes a number of
covenants, including financial covenants. If we default under our credit
arrangement and are unable to cure the default, obtain appropriate waivers or
refinance the defaulted debt, our bank could declare our debt to be immediately
due and payable and foreclose on our assets, which may result in a complete
loss of your investment.
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We may be required to recognize impairment charges that could adversely affect
our reported earnings in future periods
Our business acquisitions typically result in goodwill and other
intangible assets. As of March 27, 2004, we had $9.1 million of goodwill and
unamortizable intangibles. We expect this figure to increase to $35.2 million
upon completion of the Altama acquisition. We expect this figure to continue
to increase with additional acquisitions. Pursuant to generally accepted
accounting principles, we are required to perform impairment tests on our
intangible assets annually or at any time when events occur that could impact
the value of our business. Our determination of whether an impairment has
occurred is based on a comparison of each of our reporting units' fair market
value with its carrying value. Significant and unanticipated changes could
require a provision for impairment in a future period that could adversely
affect our reported earnings in a period of such change.
The exercise of outstanding stock options and warrants, and the allocation of
unallocated shares held by our 401(k) plan, would cause dilution to our
stockholders' ownership percentage and/or a reduction in earnings per diluted
share
As of May 28, 2004, we had outstanding 5,154,093 shares of common stock,
including 478,513 unallocated shares held by our 401(k) plan, which despite the
fact they are outstanding for voting and other legal purposes, are classified
as treasury shares for financial statement reporting purposes and are not taken
into account in determining our earnings per share or earnings per diluted
share. The 478,513 unallocated shares will be allocated at the rate of
approximately 120,000 shares annually until they are fully allocated to the
accounts of plan participants. After each allocation these additional shares
will be included in the weighted average shares outstanding for purposes of
determining our earnings per share and earnings per diluted share. In
addition, as of that date, we had outstanding options to purchase 1,301,261
shares at exercise prices ranging from $1.725 to $13.325 per share. On June
15, 2004, we granted an option to purchase up to 200,000 shares at an exercise
price of $11.40 per share to Richard E. White upon his hiring as our new Chief
Executive Officer. We plan to grant Mr. White options to purchase up to an
additional 285,000 shares of our common stock over the next two years. The
exercise of all or part of these options or warrants would cause our
stockholders to experience a dilution in their percentage ownership for legal
purposes.
The charge to earnings from the compensation to employees under our employee
retirement plan could adversely affect the value of your investment in our
common stock
As of May 28, 2004, our 401(k) plan held 478,513 unallocated shares of our
common stock, which constituted approximately 9% of our outstanding shares as
of that date. Under the terms of the plan, approximately 120,000 of these
shares will be allocated to plan participants in February of each year until
fully allocated. We are required to record an expense for compensation based
on the market value of the amount allocated to employees each year. For fiscal
2002 and 2003, we recorded expenses for this allocation of $237,000 and
$402,000, respectively, and for fiscal 2004 we expect to record $852,000 in
expenses for this allocation. As our stock price increases, we must take a
higher charge for this allocation and thereby decrease our reported earnings.
This could adversely affect the value of your investment in our common stock.
We are controlled by a principal stockholder who may exert significant control
over us and our significant corporate decisions in a manner adverse to your
personal investment objectives, which could depress the market value of our
stock
James R. Riedman, our Chairman of the Board, is the largest beneficial
owner of our stock. Through his personal holdings and shares over which he is
deemed to have beneficial ownership held by Riedman Corporation (of which he is
a shareholder, President and a director), our employee retirement plan, his
children, and an affiliated entity, he beneficially owned approximately 44.3%
of our outstanding shares as of May 28, 2004. Mr. Riedman also has beneficial
ownership of shares underlying options which, if exercised, would increase his
percentage beneficial ownership to approximately 48.7% as of May 28, 2004.
Through this beneficial ownership, Mr. Riedman can direct our affairs and
significantly influence the election or removal of our directors and the
outcome of all matters submitted to a vote of our stockholders, including
amendments to our certificate of incorporation and bylaws and approval of
mergers or sales of substantially all of our assets. The interest of our
principal stockholder may conflict with interests of other stockholders. This
concentration of ownership may also harm the market price of our common stock
by, among other things:
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•
delaying, deferring or preventing a change in control of our company;
•
impeding a merger, consolidation, takeover or other business combination involving our company;
•
causing us to enter into transactions or agreements that are
not in the best interests of all stockholders; or
•
discouraging a potential acquirer from making a tender offer
or otherwise attempting to obtain control of our company.
Our inventory levels may exceed our actual needs, which could adversely affect
our operating results by requiring us to make inventory write-downs
If we order more product than we are able to sell, we could be required to
write-down this inventory, adversely affecting our margins and in turn, our
operating results. This could occur as the result of change in customer order
patterns, general sales activity, orders subject to cancellation by customers,
misforecasting and consumer demand. Write-downs of inventory could adversely
affect our gross profit and operating results.
Our financial results may fluctuate from quarter to quarter as a result of
seasonality in our business, and if we fail to meet expectations, the price of
our common stock may fluctuate
The footwear and apparel industry generally, and our business
specifically, are characterized by seasonality in net sales and results of
operations. Our business is seasonal, with the first and third quarters
generally having stronger sales and operating results than the other two
quarters. These events could cause the price of our common stock to fluctuate.
Risks Related to Altama's Business
Altama depends upon a single customer, the DoD, for over 60% of its net sales,
which could represent over 30% of our net sales after the proposed acquisition,
and a decrease in the DoD's demand for Altama's products or the early
termination of its contracts might adversely affect our consolidated operating
results
The majority of Altama's business at the present time is with the Defense
Support Center Philadelphia, or DSCP, an agency of the DoD. Even though
Altama's level of business with this customer has grown over the past few
years, due largely to increased deployment of armed forces, there is no
certainty that this will continue after our proposed acquisition.
Altama's contracts with the DoD are subject to partial or complete
termination under specified circumstances including, but not limited to, the
following circumstances:
•
the convenience of the government;
•
the lack of funding; or
•
Altama's actual or anticipated failure to perform its contractual obligations.
Further, there could be changes in government policies as a result of
election results or changes in political conditions or other factors that could
significantly affect the level of troop deployment. Any of these occurrences
could adversely affect the level of business the DoD does with Altama and,
consequently, our operating results. In addition, there is no certainty that
the DSCP will exercise renewal options on any contract Altama may have or that
Altama will be awarded future DSCP boot solicitations. Most boot contracts are
for multi-year periods. Therefore, a bidder not receiving an award from a
significant solicitation could be adversely affected for several years.
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Based on past performance, we anticipate that revenue from the DoD could
represent over 30% of our combined net sales. Material reductions in the level
of orders from the DoD would harm our operating results and deprive us of the
benefits that we expect to receive from the proposed Altama acquisition.
Furthermore, the DSCP and other DoD agencies with which Altama may do
business are also subject to unique political and budgetary constraints and
have special contracting requirements that may affect the contract or Altama's
ability to obtain new government customers. These agencies often do not set
their own budgets and therefore have little control over the amount of money
they can spend. In addition, these agencies experience political pressure that
may dictate the manner in which they spend money. Due to political and
budgetary processes and other scheduling delays that frequently occur in the
contract or bidding process, some government agency orders may be canceled or
substantially delayed, and the receipt of revenues or payments may be
substantially delayed.
If Altama is unable to replace revenues from sales to the DoD of products
planned to be discontinued, Altama's net sales and our consolidated operating
results would be adversely affected
Under Altama's current contract with the DoD, it manufactures three models
of mil-spec combat boots. One of these models, the all-leather combat boot, is
being discontinued by the DoD, in favor of a new waterproof infantry combat
boot. Altama's sales of the all-leather combat boot to the DoD were $8.1
million and $2.9 million, representing approximately 40% and 19% of Altama's
net sales from sales to the DoD for fiscal 2003 and the six months ended April
3, 2004, respectively.
In March 2003, DSCP awarded contracts to supply the infantry combat boot.
To date, Altama has not been awarded a contract to produce the new infantry
combat boot. While there may be additional opportunities to bid on infantry
combat boot and other waterproof boot contracts in the future, particularly as
the U.S. Army transitions from the all-leather combat boot, Altama's failure to
be awarded a contract in March 2003 may be a significant disadvantage in
bidding on future contracts. Furthermore, Altama's ability to bid successfully
for waterproof boot contracts may depend on its ability to license waterproof
technology from suppliers qualified by the government. This would require that
Altama's manufacturing process be certified for the use of such technology, and
there can be no assurance that Altama will obtain such certification.
Consequently, we anticipate that Altama's net sales to the DoD will decline if
it is not able to obtain awards of contracts for infantry combat boots or any
other new models or increased percentages of awards for existing mil-spec boots
it currently manufactures.
Doing business with the U.S. government entails many risks that could adversely
affect us by interfering with Altama's ability to obtain future government
contracts
Government agencies have the power, based on financial difficulties or
investigations of their contractors, to deem contractors unsuitable for new
contract awards. Because Altama engages in the governmental contracting
business, it has been and will be subject to audits and may be subject to
investigation by governmental entities. Failure to comply with the terms of any
of Altama's government contracts could result in substantial civil and criminal
fines and penalties, as well as Altama's suspension from future government
contracts for a significant period of time, any of which could adversely affect
our business by requiring us to spend money to pay the fines and penalties and
prohibiting us from earning revenues from government contracts during the
suspension period.
Additionally, Altama's failure to qualify as a small business under
federal regulations following the pending acquisition could reduce the
likelihood of its ability to received awards of future DoD contracts. Altama
qualified as a small business at the time of its bid for the current DoD
contract. Small business status, having less than 500 employees, is a factor
that the DoD considers in awarding its military boot contracts. Our combined
employment with Altama could exceed 500 employees in the future, which could
adversely affect its ability to obtain future contract awards.
Altama has grown at significant rates over the past three years, and there can
be no assurance that its net sales growth will continue at this rate
In the last three fiscal years, Altama's net sales from sales to the
commercial market have grown significantly. This has contributed in part to
Altama's overall growth in net sales over that period. This growth has been
due in part to added customer demand, increased pricing and expansion of
customers, and in particular, higher
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international demand as the result of increasing military and security
personnel to fight the war on terrorism. There is no assurance that this level
of demand will continue or that we will be able to achieve or maintain this
level of growth in the commercial market after our proposed acquisition.
Altama manufactures approximately 84% of the products it sells, and our results
could be adversely affected following the proposed transaction by disruptions
in Altama's manufacturing system
During fiscal 2003, Altama's manufacturing operations produced
approximately 84% of the products Altama sold. Following the proposed
acquisition, we expect that these products could represent over 30% of our
combined net sales. Any significant disruption in those operations for any
reason, such as power interruptions, fires, hurricanes, war or other force
majeure, could adversely affect our sales and customer relationships and
therefore adversely affect our business.
Risks Related to the Offering
Our stock price has increased significantly during the past 12 months and may
fluctuate or decline in the future, which could result in litigation against us
and significant losses for investors purchasing shares in the Offering
Our stock price has increased significantly during the past 12 months and
in the future may not continue to increase at the same rate or may decline.
This may occur in response to a number of factors, including the following:
•
the failure of our quarterly operating results or those of
similarly situated companies to meet expectations;
•
adverse developments in the footwear or apparel markets and the worldwide economy;
•
changes in interest rates;
•
our failure to meet investors' expectations;
•
changes in accounting principles;
•
sales of common stock by existing stockholders or holders of options;
•
announcements of key developments by our competitors;
•
the reaction of markets to announcements and developments
involving our company, including future acquisitions and related
financing activities; and
•
natural disasters, riots, wars, geopolitical events or other
developments affecting us or our competitors.
In addition, in recent years the stock market has experienced extreme
price and volume fluctuations. This volatility has had a significant effect on
the market prices of securities issued by many companies for reasons unrelated
to their operating performance. These broad market fluctuations may adversely
affect our stock price, regardless of our operating results. In the past,
securities class action litigation often has been brought against a company
following periods of volatility in the market price of its securities. We may
in the future be the target of similar litigation. Securities litigation could
result in substantial costs and liabilities and could divert management's
attention and resources. Consequently, you may be unable to sell your shares
of common stock at or above your purchase price, which may result in
substantial losses to you.
Delaware law, our charter documents and agreements with our executives may
impede or discourage a takeover, even if a takeover would be in the interest of
our stockholders
We are a Delaware corporation, and the anti-takeover provisions of
Delaware law impose various impediments to the ability of a third-party to
acquire control of us, even if a change in control would be beneficial to
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our existing stockholders. In addition, our board of directors has the power,
without stockholders' approval, to designate the terms of one or more series of
preferred stock and issue shares of preferred stock, which could be used
defensively if a takeover is threatened. All options issued under our stock
option plans automatically vest upon a change in control unless otherwise
determined by the compensation committee. In addition, several of our
executive officers have employment agreements that provide for significant
payments on a change in control. These factors and provisions in our
certificate of incorporation and bylaws could impede a merger, takeover or
other business combination involving us or discourage a potential acquirer from
making a tender offer for our common stock or reduce our ability to achieve a
premium in such sale, which could limit the market value of our common stock
and prevent you from maximizing the return on your investment.
Shares of our common stock eligible for public sale could cause the market
price of our stock to drop, even if our business is doing well
Sales of a substantial number of shares of our common stock in the public
market, or the perception that these sales could occur, could adversely affect
the market price for our common stock. As of May 28, 2004, there were
5,154,093 shares of our common stock outstanding. Additionally, we are
planning to issue additional shares of common stock in connection with our
acquisition of Altama. Of our currently outstanding shares of common stock,
2,104,042 shares will be freely tradable without restriction or further
registration under federal securities laws, including the shares offered under
this prospectus. The remaining 3,050,051 shares are held by our affiliates or
were issued in a private placement and are considered restricted or control
securities and are subject to the trading restrictions of Rule 144 under the
Securities Act of 1933, as amended, or the Securities Act. These securities
cannot be sold unless they are registered under the Securities Act or unless an
exemption from registration is otherwise available.
Of the restricted shares, 699,980 shares have been registered for resale
pursuant to our obligations to former H.S. Trask stockholders, and we are
required to keep those shares registered until August 7, 2004, subject to
permitted blackout and required extension periods. On May 25, 2004, we
exercised our right to declare a blackout period for 25 days, extending our
registration obligation to September 1, 2004. We also have in effect a
registration statements on Form S-8 covering 1,500,000 shares of common stock,
under our 2001 Long-Term Incentive Plan, 1,007,261 shares of which are subject
to previously granted options and the remainder of which are available for
future awards under that plan.
Our principal stockholders, James Riedman and Riedman Corporation, who
beneficially own in the aggregate 2,285,565 shares of our common stock and
vested options to acquire an additional 437,862 shares, have demand
registration rights covering 1,152,710 of the shares they beneficially own. In
connection with the Altama acquisition, we are required to enter into a
registration rights agreement with Altama's sole shareholder who will be issued
in a private placement shares of our common stock valued at $2.5 million based
on the average closing price during the 20 trading days ending on the
second-to-last trading day prior to the closing of the acquisition. The
registration rights agreement will grant to Altama's sole shareholder, subject
to certain conditions, one demand registration exercisable between 180 days and
three years after the acquisition closing and unlimited piggyback registration
rights for registration statements we file with the SEC during the three years
following the closing except in limited circumstances.
Significant resales of these shares could cause the market price of our
common stock to decline regardless of the performance of our business. These
sales also might make it difficult for us to sell equity securities in the
future at a time and at a price that we deem appropriate.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the SEC filings that are incorporated by reference
into this prospectus contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act. We intend that these
forward-looking statements be subject to the safe harbors created by those
sections.
These forward-looking statements include, but are not limited to,
statements relating to our anticipated financial performance, business
prospects, new developments, new merchandising strategies and similar matters,
and/or statements preceded by, followed by or that include the words
"believes," "could," "expects," "anticipates," "estimates," "intends," "plans,"
"projects," "seeks," or similar expressions. We have based these
forward-looking statements on our current expectations and projections about
future events, based on the information currently available to us. These
forward-looking statements are subject to risks, uncertainties and assumptions,
including those described under the heading "Risk Factors," that may affect the
operations, performance, development and results of our business. You are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date stated, or if no date is stated, as of the date
of this prospectus.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or any other reason, except as we may be required to do under applicable
law. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this prospectus may not occur.
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RECENT DEVELOPMENTS
On June 15, 2004, we entered into a definitive stock purchase agreement to
acquire all of the outstanding capital stock of Altama Delta Corporation, a
provider of boots to the military and commercial markets under its Altama
brand. Altama is a leading designer, manufacturer, marketer and distributor of
mil-spec and commercial combat and uniform boots. Below is a summary of the
stock purchase agreement and ancillary agreements we are entering into in
connection with the acquisition. The stock purchase agreement is filed as an
exhibit to the registration statement of which this prospectus forms a part and
should be reviewed for a more complete understanding of its terms.
Under the stock purchase agreement, we have agreed to pay a purchase price
of $39.0 million, plus an earnout payment of $2.0 million that is subject to
Altama meeting certain sales requirements. As part of the transaction, we will
refinance Altama's indebtedness as of the date of closing. Payment of the
purchase price at closing is to be made by delivery of $36.5 million in cash,
and shares of our common stock valued at $2.5 million based on the average
closing price during the 20 trading days ending on the second-to-last trading
day prior to the closing of the acquisition. The cash portion of the purchase
price is subject to adjustment in the amount of distributions in excess of
39.6% of Altama's net operating profits and the book value of distributions of
Altama's real and related personal property located in Kiawah Island, South
Carolina, and for any net amount Altama receives from a price adjustment claim
it has made with the DoD.
The stock purchase agreement contains customary representations and
warranties and requires Altama's sole shareholder and President and Chief
Executive Officer, W. Whitlow Wyatt, and us to indemnify each other for various
liabilities arising under the agreement, subject to various limitations and
conditions. At the closing, Mr. Wyatt is required to deposit into escrow for 18
months the shares we will issue to him in the acquisition to secure his
indemnification and other obligations under the stock purchase agreement.
Absent an event of default under the terms of the escrow agreement, Mr. Wyatt
will have voting rights with respect to the shares while held in escrow. If an
event of default occurs, the escrow agent will have voting rights with respect
to the shares while held in escrow.
Under the terms of the stock purchase agreement, we have agreed to pay Mr.
Wyatt $2.0 million in consideration for a five-year covenant-not-to-compete and
other restrictive covenants. We have also agreed to enter into a two-year
consulting agreement with Mr. Wyatt which provides for an annual consulting fee
of $100,000. Additionally, subject to specified conditions, we have agreed to
grant to Mr. Wyatt one demand registration, exercisable between 180 days and
three years after the acquisition closing, and unlimited piggyback registration
rights for registration statements we file with the SEC during the three years
following the closing except in limited circumstances.
The acquisition is contingent on customary closing conditions. Our bank
has committed to amend our credit facility to increase our available borrowings
to $33.4 million, consisting of an $18.0 million revolving line of credit and
$15.4 million in term loans in connection with the pending acquisition.
On June 15, 2004, we hired Richard E. White as our new Chief Executive
Officer. Prior to joining us, and since 2002, Mr. White was a consultant to
trade associations. From 1999 to 2002, he served as President and Chief
Executive Officer of Reed Exhibitions North America, the largest
business-to-business event organizing company in North America. From 1997 to
1999, Mr. White was General Manager, Subsidiary Brands, of three of Nike Inc.'s
four subsidiary companies, including Cole Haan and Bauer-Nike Hockey. Mr.
White was employed for fifteen years by Major League Baseball Properties, Inc.
and served as President and Chief Executive Officer for seven of those years.
Mr. White has served as a member of the Board of Directors since May 11, 2004.
James R. Riedman, formerly Chairman and Chief Executive Officer, will retain
the title of Chairman.
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SELLING STOCKHOLDERS
The securities to which this prospectus relates are being registered for
reoffers and resales by the selling stockholders who have been allocated such
securities under our 401(k) plan. The selling stockholders may resell all, a
portion or none of their securities from time to time. Based upon the
information available to us as of May 28, 2004, the table below sets forth each
selling stockholder (whether or not an "affiliate" of Phoenix Footwear Group,
Inc.) who holds at least 1,000 shares of our common stock.
For each selling stockholder who meets this criteria, the table identifies
(i) the nature of any position, office or other material relationship he has
had with us within the past three years, (ii) the number of shares of our
common stock held by the selling stockholder, (iii) the number of shares of our
common stock to be offered for the selling stockholder's account pursuant to
this prospectus, and (iv) the number of shares and percent of our outstanding
common stock to be owned by the selling stockholder after the sale of the
securities offered pursuant to this prospectus, assuming that other shares held
by such parties are not sold. The Securities and Exchange Commission's rules
require that we assume that the selling stockholders sell all of their common
stock offered pursuant to this prospectus for the purpose of the table set
forth below. The shares offered by the individual selling stockholders under
this prospectus are owned indirectly through our 401(k) plan. These individual
selling stockholders possess dispositive power over the shares under the terms
of the 401(k) plan.
Shares Owned After Offering
Shares Owned Before
Name and Relationship
Offering
Shares Offered
Amount
Percent
1
Greg Tunney, President, Chief
Operating Officer and
Director
(2)
39,815
31,815
8,000
*
Wilhelm Pfander, Senior
Vice-President – Sourcing and
Development and Director
(2)
16,651
16,651
0
0
Retirement Committee of the
Phoenix Footwear Group, Inc.
Retirement Savings Partnership
Plan
(2)
798,847
(3)
13,247
486,244
(3)
9.4
Russell D. Hall, Employee
11,655
11,655
0
0
Jeffrey R. Cosgrove, Former
Employee
11,525
11,525
0
0
William B. Eddy, Employee
11,167
11,167
0
0
Teresa D. VanHauer, Former
Employee
9,690
9,690
0
0
Francisco Arizaga, Employee
9,267
9,267
0
0
Thomas Peters, Employee
9,134
9,134
0
0
Michael Weinstien, Employee
8,264
8,264
0
0
John M. Mallon, Former Employee
7,962
7,962
0
0
Charles F. Saindon, Employee
7,569
7,569
0
0
David Kutz, Employee
7,091
7,091
0
0
Michael M. Shamoon, Employee
6,968
6,968
0
0
Sheldon W. Cote, Employee
6,949
6,949
0
0
Karen L. Latsko, Former
Employee
6,877
6,877
0
0
Susan Amkraut, Employee
6,448
6,448
0
0
Raymond O. Wiswell, Former
Employee
5,760
5,760
0
0
Karyn E. Wands, Employee
5,733
5,733
0
0
Richard T. Dickerson, Former
Employee
5,596
5,596
0
0
James R. Riedman, Chairman
(2)
2,285,565
(4)
5,333
1,972,962
(5)
38.3
Kenneth E. Wolf, Chief
Financial Officer and
Treasurer
(2)
30,094
5,174
0
0
Paul T. York, Employee
4,645
4,645
0
0
Douglas Muller, Former Employee
4,589
4,589
0
0
Jerry L. Hemphill, Employee
4,216
4,216
0
0
Rose Cote, Employee
3,860
3,860
0
0
Robert Chandler, Employee
3,422
3,422
0
0
Judy A. Murray, Former Employee
3,413
3,413
0
0
Scott W. Dionne, Employee
3,354
3,354
0
0
Robert A. Libby, Employee
3,329
3,329
0
0
Steven McInerney, Employee
3,219
3,219
0
0
-14-
Table of Contents
Shares Owned After Offering
Shares Owned Before
Name and Relationship
Offering
Shares Offered
Amount
Percent
1
Diane P. Combs, Former Employee
3,196
3,196
0
0
Edward Williamson. Former
Employee
3,177
3,177
0
0
Ritchie A. Thibodeau, Employee
3,037
3,037
0
0
Lorna Sevigny, Employee
2,889
2,889
0
0
Christine A. Casler, Former
Employee
2,803
2,803
0
0
Kathleen M. Sorano, Former
Employee
2,754
2,754
0
0
Robin L. Cyr, Employee
2,721
2,721
0
0
Douglas J. Langston, Employee
2,682
2,682
0
0
Kim A. Davis, Former Employee
2,457
2,457
0
0
Roxane G. Duplisea, Employee
2,418
2,418
0
0
Janet L. Gomm, Employee
2,263
2,263
0
0
Anita Stephens, Employee
2,177
2,177
0
0
Maryane Gilbert, Employee
2,152
2,152
0
0
Ellen Hill, Employee
2,108
2,108
0
0
Donald E. Rife, Employee
2,108
2,108
0
0
Celia M. LeBlanc, Employee
1,960
1,960
0
0
James Tilley, Employee
1,842
1,842
0
0
Nancy L. Elder, Employee
1,686
1,686
0
0
Raylan L. Brasslett, Employee
1,497
1,497
0
0
Donna Shackleford, Former
Employee
1,443
1,443
0
0
Bryan K. Adams, Employee
1,379
1,379
0
0
Sheryl Lacroix, Employee
1,341
1,341
0
0
Pamela Ann Mosher, Former
Employee
1,271
1,271
0
0
Cheryl Hewes, Employee
1,165
1,165
0
0
Teresa A. Marciano, Employee
1,111
1,111
0
0
Chris McKoy, Employee
1,111
1,111
0
0
*
Less than 1%.
(1)
Percentage based on the 5,154,093 shares of common stock outstanding as
of May 28, 2004, without regard to beneficial ownership as may be
calculated under Rule 13d-3 of the Securities Exchange Act of 1934.
(2)
Denotes that the selling stockholder is an affiliate.
(3)
Includes 299,396 shares which have been allocated to participants under
our 401(k) plan and over which the plan has voting control.
(4)
Includes 5,333 shares allocated to Mr. Riedman's account in our 401(k)
plan, and the following shares of which Mr. Riedman disclaims beneficial
ownership: 382,710 shares held by Riedman Corporation, of which Mr.
Riedman is a shareholder, director and President; 24,400 shares owned by
his children; 63,570 shares held by an affiliated entity; and 793,514
shares held by our 401(k) plan. Mr. Riedman is a member of our board of
directors' retirement plan committee, which serves as fiduciary for our
401(k) plan, and through that committee he shares voting control over such
shares, and shares investment control over 478,513 shares not yet
allocated to plan participants.
(5)
Assumes the sale of all shares held by our 401(k) plan and offered under
this prospectus, over which Mr. Riedman is deemed to have beneficial
ownership through his service on our retirement plan committee.
Certain unnamed non-affiliates who hold less than the lesser of 1,000 or one
percent of the securities issuable under the 401(k) plan, may also use this
prospectus for reoffers and resales up to that amount. A total of 478,513
shares of common stock remain available for allocation to participants under
the 401(k) plan.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the securities offered
hereby.
DILUTION
Because our selling stockholders will offer and sell the securities covered by
this prospectus at various times at prices and at terms then prevailing or at
prices related to the then current market price or in negotiated transactions,
we have not included in this prospectus information about dilution (if any) to
the public arising from these sales.
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PLAN OF DISTRIBUTION
We are registering the shares of our common stock covered by this
prospectus on behalf of the selling stockholders. The "selling stockholders"
as used in this section of the prospectus shall refer to the selling
stockholders, or their permitted pledgees, donees, transferees, or any of their
successors in interest.
While this registration statement is effective, the selling stockholders
may, in their discretion, offer and sell shares from time to time on the
American Stock Exchange or otherwise at prices and on terms then prevailing, at
prices related to the then-current market price, or at negotiated prices. The
distribution of the shares may be effected from time to time in one or more
transactions including, without limitation:
•
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
•
transactions involving block trades;
•
purchases by a broker-dealer or other person as
principal and resale by that person for its own account
pursuant to this Prospectus;
•
an exchange distribution in accordance with the rules of such exchange;
•
put or call option transactions;
•
privately negotiated transactions; or
•
by any other legally available means.
Such transactions may or may not involve brokers or dealers.
The selling stockholders may negotiate and pay broker-dealers or other
persons commissions, discounts or concessions for their services.
Broker-dealers or other persons engaged by the selling stockholders may allow
other broker-dealers or other persons to participate in resales. However, the
selling stockholders and any broker-dealers or such other persons involved in
the sale or resale of our shares of common stock offered under this prospectus
may qualify as "underwriters" within the meaning of Section 2(a)(11) of the
Securities Act of 1933. In addition, the broker-dealers' or their affiliates'
commissions, discounts or concessions may qualify as underwriters' compensation
under the Securities Act.
In addition to selling their shares of our common stock under this
prospectus, a selling stockholder may:
•
agree to indemnify any broker-dealer or agent
against certain liabilities relating to the selling of their shares, including liabilities arising under the Securities
Act,
•
transfer their shares in other ways not involving
market makers established trading markets, including directly
by gift, distribution, or other transfer; or
•
sell their common stock under Rule 144 of the
Securities Act rather than under this prospectus, if the
transaction meets the requirements of Rule 144, including that
of an adequate holding period.
From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the shares of our
common stock offered under this prospectus, and the pledgees, secured parties
or persons to whom such securities have been hypothecated shall, including upon
foreclosure in the event of default, be deemed to be selling stockholders under
this prospectus. From time to time each of the selling stockholders may
transfer, pledge, donate or assign their shares to lenders, family members and
others and each of such persons will be deemed to be a selling stockholder for
purposes of this prospectus. The number of shares beneficially owned by those
selling stockholders who transfer, pledge, donate or assign shares will
decrease as and when they take such actions. The plan of distribution for the
shares sold hereunder will otherwise remain unchanged, except that the
transferees, pledgees, donees or other successors will be selling stockholders
hereunder.
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Table of Contents
In addition, the selling stockholders may from time to time sell short
their shares of our common stock offered under this prospectus or engage in
other hedging transactions and, in such instances, this prospectus may be
delivered in connection with such sale or transaction and the shares offered
hereby may be used to cover such short sale. Without limiting the foregoing,
in connection with distributions of the shares, a selling stockholder may enter
into hedging transactions with broker-dealers and the broker-dealers may engage
in short sales of our common stock in the course of hedging the positions they
assume with such selling stockholder. A selling stockholder may also enter
into option or other transactions with broker-dealers that involve the delivery
of their shares of our common stock offered under this prospectus to the
broker-dealers, who may then resell or otherwise transfer those shares. A
selling stockholder may also lend or pledge shares of our common stock offered
hereby to a broker-dealer and the broker-dealer may sell the shares so borrowed
or, upon default, may sell or otherwise transfer the pledged shares.
Because selling stockholders may be deemed to be underwriters within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will
be subject to the prospectus delivery requirements of the Securities Act.
Selling stockholders may have other business relationships with us or our
affiliates in the ordinary course of business.
We are bearing all costs, fees and expenses relating to the registration
of the shares offered hereby (other than fees and expenses, if any, of counsel
or other professionals, experts or advisors retained by the selling
stockholders). Any commissions, discounts or other selling fees or expenses
incident to the sale of these shares will be borne by the selling stockholders
selling such shares.
Additional information related to the selling stockholders and the plan of
distribution may be provided in one or more supplemental prospectuses.
EXPERTS
The consolidated financial statements of Phoenix Footwear Group, Inc. and
subsidiary incorporated by reference in this prospectus from our annual report
included on Form 10-K for the year ended December 27, 2003 have been audited by
Deloitte & Touche LLP, independent registered public accounting firm, as stated
in their report (which report express an unqualified opinion and includes an
explanatory paragraph, concerning the change in accounting resulting from the
adoption of Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets) and have been so incorporated by reference in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
The financial statements of Royal Robbins, Inc., as of May 31, 2003, and
for the year then ended incorporated in this prospectus by reference to the
Current Report on Form 8-K/A of Phoenix Footwear filed with the SEC on January
14, 2004, have been so incorporated in reliance on the report of Deloitte &
Touche, LLP, independent registered public accounting firm, which is
incorporated by reference and have been so incorporated in reliance upon the
report of such firm given upon said firm's authority as experts in accounting
and auditing.
The financial statements of H.S. Trask & Co. as of December 31, 2002 and
for the year then ended incorporated in this prospectus by reference to the
Current Report on Form 8-K/A of Phoenix Footwear filed with the SEC on
September 19, 2003 have been so incorporated in reliance on the report of
Anderson ZurMuehlen & Co., P.C., independent auditors given on the authority of
said firm as experts in auditing and accounting.
The consolidated financial statements of Altama Delta Corporation as of
September 27, 2003 and September 28, 2002, and for each of the three years in
the period ended September 27, 2003 incorporated by reference in this
prospectus to the Current Report on Form 8-K of Phoenix Footwear Group, Inc.,
filed with the SEC on July 8, 2004, have been audited by Joseph DeCosimo and
Company, LLC, independent accountants, as stated in their report (which report
expresses an unqualified opinion and includes an explanatory paragraph
concerning the change in accounting resulting from the adoption of Statement of
Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets
)
and has been so incorporated by reference in reliance on the report of such
firm given on their authority as experts in auditing and accounting.
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Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-8 with the Securities and
Exchange Commission under the Securities Act of 1933. This prospectus omits
some information and exhibits included in the registration statement, copies of
which may be obtained upon payment of a fee prescribed by the Commission or may
be examined free of charge at the principal office of the Commission in
Washington, D.C.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith file reports, proxy
statements and other information with the Commission. The reports, proxy
statements and other information filed by us with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 500 West Madison Street, Room
1400, Chicago, Illinois 60606 and at the Jacob K. Javits Federal Building, 75
Park Place, New York, New York 10278. Copies of filings can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, the Commission
maintains a website that contains reports, proxy and informational statements
and other information filed electronically with the Commission at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by us with the SEC are
incorporated in this registration statement by reference:
(a) Annual Report on Form 10-K for the year ended December 27, 2003, filed
on March 26, 2004 (SEC File No. 001-31309).
(b) Quarterly Report on Form 10-Q for the quarter ended March 27, 2004,
filed on May 11, 2004
(c) Definitive Proxy Statement filed on April 9, 2004 (SEC File No.
001-31309).
(d) Current Reports on Form 8-K and amendments thereto filed on August
27, 2003, November 5, 2003, February 24, 2004, June 15, 2004, June 16 2004 and
July 8, 2004 (SEC File No. 001-31309).
(e) Registration Statement on Form 8-A filed on April 30, 2002, as amended
by Forms 8-A/A filed on May 3, 2002, and September 24, 2003 (including any
amendment or report filed with the SEC for the purpose of updating such
description). (SEC File No. 001-31309).
All reports and other documents that we file pursuant to Sections 13(a)
and 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference in this prospectus and to be a
part hereof from the date of filing of such reports and documents.
Copies of these filings, excluding all exhibits unless an exhibit has been
specifically incorporated by reference in this document, are available from us,
at no cost, by writing or telephoning us at:
Phoenix Footwear Group, Inc.
5759 Fleet Street, Suite 220
Carlsbad, California
Attention: Kenneth Wolf, Chief Financial Officer and Treasurer
Tel: (760) 602-9688
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312,603 Shares
PHOENIX FOOTWEAR GROUP, INC.
Common Stock
PROSPECTUS
July 8, 2004
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
.
The following documents have been filed by Phoenix Footwear Group, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report on Form 10-K for the year ended December 27, 2003, filed
on March 26, 2004 (SEC File No. 001-31309).
(b) Quarterly Report on Form 10-Q for the quarter ended March 27, 2004,
filed on May 11, 2004
(c) Definitive Proxy Statement filed on April 9, 2004 (SEC File No.
001-31309).
(d) Current Reports on Form 8-K and amendments thereto filed on August
27, 2003, November 5, 2003, February 24, 2004, June 15, 2004, June 16 2004 and
July 8, 2004 (SEC File No. 001-31309).
(e) Registration Statement on Form 8-A filed on April 30, 2002, as amended
by Forms 8-A/A filed on May 3, 2002, and September 24, 2003 (including any
amendment or report filed with the SEC for the purpose of updating such
description). (SEC File No. 001-31309).
(f) All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
(g) Any statements contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also
is incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part of
this Registration Statement except as so modified or superseded.
Item 4. Description of Securities
.
The description of the Registrant's common stock to be reoffered and
resold pursuant to this Registration Statement has been incorporated by
reference into this Registration Statement as described in the Registration
Statement on Form 8-A filed on April 30, 2002, as amended by Forms 8-A/A filed
on May 3, 2002, and September 24, 2003.
Item 5. Interest of Named Experts and Counsel
.
The consolidated financial statements of Phoenix Footwear Group, Inc. and
subsidiary incorporated by reference in this prospectus from our annual report
included on Form 10-K for the year ended December 27, 2003 have been audited by
Deloitte & Touche LLP, independent registered public accounting firm, as stated
in their report (which report express an unqualified opinion and includes an
explanatory paragraph, concerning the change in accounting resulting from the
adoption of Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets) and have been so incorporated by reference in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
II-1
Table of Contents
The financial statements of Royal Robbins, Inc., as of May 31, 2003, and
for the year then ended incorporated in this prospectus by reference to the
Current Report on Form 8-K/A of Phoenix Footwear filed with the SEC on January
14, 2004, have been so incorporated in reliance on the report of Deloitte &
Touche, LLP, independent registered public accounting firm, which is
incorporated by reference and have been so incorporated in reliance upon the
report of such firm given upon said firm's authority as experts in accounting
and auditing.
The financial statements of H.S. Trask & Co. as of December 31, 2002 and
for the year then ended incorporated in this prospectus by reference to the
Current Report on Form 8-K/A of Phoenix Footwear filed with the SEC on
September 19, 2003 have been so incorporated in reliance on the report of
Anderson ZurMuehlen & Co., P.C., independent auditors given on the authority of
said firm as experts in auditing and accounting.
The consolidated financial statements of Altama Delta Corporation as of
September 27, 2003 and September 28, 2002, and for each of the three years in
the period ended September 27, 2003 incorporated by reference in this
prospectus to the Current Report on Form 8-K of Phoenix Footwear Group, Inc.,
filed with the SEC on July 8, 2004, have been audited by Joseph DeCosimo and
Company, LLC, independent accountants, as stated in their report (which report
expresses an unqualified opinion and includes an explanatory paragraph
concerning the change in accounting resulting from the adoption of Statement of
Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets
)
and has been so incorporated by reference in reliance on the report of such
firm given on their authority as experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers.
The Registrant is governed by Section 145 of the Delaware General
Corporation Law. This section provides for indemnification of directors,
officers and other employees in certain circumstances. Additionally, Section
102(b)(7) of the Delaware General Corporation Law provides for the elimination
or limitation of the personal liability for monetary damages of directors under
certain circumstances.
Article Sixth of the Certificate of Incorporation of the Registrant
eliminates the personal liability for monetary damages of directors under
certain circumstances. Article Sixth of the By-Laws provides indemnification
to directors and officers of the Registrant for liability for certain losses in
that capacity if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding had no
reasonable cause to believe such person's conduct was unlawful. In the case of
an action or suit by or in the right of the Registrant to procure a judgment in
its favor, however, (1) such indemnification is limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in the defense
or settlement of such action or suit, and (2) no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper. These
provisions also provide for the advance and payment of fees and expenses
reasonably incurred by the director or officer in defense of any such lawsuit
or proceeding.
The By-Laws authorize the Registrant to purchase and maintain insurance on
behalf of any director or officer of the Registrant against any liability
asserted against such person and incurred by such person or arising out of such
person's status as such, whether or not the Registrant would have the power to
indemnify such person. The directors and officers of the Registrant are
covered by insurance policies indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, which
might be incurred by them in such capacities and against which they may not be
indemnified by the Registrant.
In addition the Registrant has entered into indemnification agreements
with its executive officers and directors that are consistent with the
foregoing provisions. The Registrant believes that these agreements and
arrangements are necessary to attract and retain qualified persons as directors
and officers.
II-2
Table of Contents
Insofar as indemnification for liability arising under the Securities Act
may be permitted to our directors and officers or controlling persons under
these provisions, we have been informed by the SEC that in its opinion such
indemnification is against public policy as expressed in the Securities Act
and, therefore, is unenforceable.
Item 7. Exemption from Registration Claimed.
The securities to be sold by the selling stockholders were originally
issued to the Registrant's Retirement Savings Partnership Plan. Subsequently,
the securities were allocated to the selling stockholders under the terms of
the plan. The original issuance was made in reliance on the exemption from the
registration requirements of the Securities Act contained in Section 4(2)
thereof, covering transactions not involving any public offering. The
subsequent transfer of the securities to plan participants was made in reliance
on the exemption from registration for transfers not involving any "offer" or
"sale".
Item 8. Exhibits.
Exhibit
Number
Description
2.1
Stock Purchase Agreement by and among Phoenix Footwear Group, Inc., W.
Whitlow Wyatt and Altama Delta Corporation dated June 15, 2004
(incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K filed June 15, 2004 (SEC File No. 001-31309)) (exhibits and schedules
have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy
will be furnished supplementally to the Securities and Exchange Commission
upon request)
4.1
Phoenix Footwear Group, Inc. Retirement Savings Partnership Plan, Amended
and Restated effective January 1, 2001.
4.2
First Amendment to the Phoenix Footwear Group, Inc. Retirement Savings
Partnership Plan, effective September 1, 2002.
4.3
Second Amendment to the Phoenix Footwear Group, Inc. Retirement Savings
Partnership Plan, effective July 1, 2003.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Anderson ZurMuehlen & Co., P.C. (relates to H.S. Trask & Co.
financial statements).
23.3
Consent of Deloitte & Touche, LLP (relates to Royal Robbins, Inc.
financial statements).
23.4
Consent of Joseph Decosimo and Company, LLC (relates to Altama Delta
Corporation financial statements).
24
Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-3
Table of Contents
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided however, that paragraphs (a)(i) and (a)(ii) above do not apply if
the information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions described in Item 6 of
this Registration Statement, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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Table of Contents
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 Carlsbad, State of California on this 8th day of
July, 2004.
PHOENIX FOOTWEAR GROUP, INC.
By:
/s/ Richard E. White
Name:
Title:
Richard E. White
Chief Executive Officer
Signature
Title
Date
/s/ James R. Riedman
James R. Riedman
Chairman of the Board
July 8, 2004
/s/ Richard E. White
Richard E. White
Chief Executive Officer
(Principal Executive Officer)
July 8, 2004
/s/ Greg A. Tunney*
Greg A. Tunney
President, Director and Chief
Operating Officer
July 8, 2004
/s/ Kenneth E. Wolf*
Kenneth E. Wolf
Chief Financial Officer, Secretary
and Treasurer (Principal Financial
and Accounting Officer)
July 8, 2004
/s/ Steven M. DePerrior*
Steven M. DePerrior
Director
July 8, 2004
/s/ Gregory M. Harden*
Gregory M. Harden
Director
July 8, 2004
/s/ John C. Kratzer*
John C. Kratzer
Director
July 8, 2004
/s/ Wilhelm Pfander*
Wilhelm Pfander
Director
July 8, 2004
/s/ Frederick R. Port*
Frederick R. Port
Director
July 8, 2004
/s/ John M. Robbins*
John M. Robbins
Director
July 8, 2004
*By James R. Riedman
Power of Attorney
July 8, 2004
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EXHIBIT INDEX
Exhibit
Number
Description
2.1
Stock Purchase Agreement by and among Phoenix Footwear Group, Inc., W.
Whitlow Wyatt and Altama Delta Corporation dated June 15, 2004
(incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K filed June 15, 2004 (SEC File No. 001-31309)) (exhibits and schedules
have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy
will be furnished supplementally to the Securities and Exchange Commission
upon request)
4.1
Phoenix Footwear Group, Inc. Retirement Savings Partnership Plan, Amended
and Restated effective January 1, 2001.
4.2
First Amendment to the Phoenix Footwear Group, Inc. Retirement Savings
Partnership Plan, effective September 1, 2002.
4.3
Second Amendment to the Phoenix Footwear Group, Inc. Retirement Savings
Partnership Plan, effective July 1, 2003.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Anderson ZurMuehlen & Co., P.C. (relates to H.S. Trask & Co.
financial statements)
23.3
Consent of Deloitte & Touche, LLP (relates to Royal Robbins, Inc.
financial statements).
23.4
Consent of Joseph Decosimo and Company, LLC (relates to Altama Delta
Corporation financial statements).
24
Powers of Attorney
II-6