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<TITLE>sv8</TITLE>
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<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" style="font-size: 10pt; margin-top: 18pt"><B>As Filed with the Securities and Exchange Commission on January&nbsp;9, 2007</B>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Registration No.: 333-</B>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>






<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

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

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV><BR>
FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933<BR>
<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>DECKERS OUTDOOR CORPORATION</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of Registrant as specified in its charter)</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="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction of <BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>95-3015862</B><BR>
(I.R.S. Employer<BR>
Identification No.)</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="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>495A South Fairview Avenue <BR>
Goleta, California</B><BR>
(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>93117</B><BR>
(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>2006 Equity Incentive Plan</B><BR>
(Full Title of the Plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Zohar Ziv<BR>
Chief Financial Officer<BR>
Deckers Outdoor Corporation<BR>
495A South Fairview Avenue<BR>
Goleta, California 93117</B><BR>
(Name and Address of Agent for Service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(805)&nbsp;967-7611</B><BR>
(Telephone Number, Including Area Code, of Agent for Service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Copy to:</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Joseph E. Nida, Esq.<BR>
Stradling Yocca Carlson &#038; Rauth<BR>
800 Anacapa Street, Suite&nbsp;A<BR>
Santa Barbara, CA 93101<BR>
(805)&nbsp;564-0065</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CALCULATION OF REGISTRATION FEE</B>
</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="1%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="21" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Title of Each Class of Securities to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"> <B>Registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Registered (3)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share (4)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price (4)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD valign="top" nowrap style="border-top: 2px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Common Stock, $0.01 par value per share (1)
</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="left" nowrap valign="top" style="border-top: 2px solid #000000">1,995,600 shares
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">58.57</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">116,882,292.00</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">12,506.41</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD valign="top" nowrap style="border-top: 2px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">Common Stock, $0.01 par value per share (2)
</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="RIGHT" valign="top" style="border-top: 2px solid #000000">4,400 shares
</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">58.57</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">257,708.00</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">27.57</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="21" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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



<DIV style="margin-top: 3pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of shares issuable under the 2006 Equity Incentive Plan (the &#147;Plan&#148;) of Deckers Outdoor Corporation.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of shares previously issued under the Plan that are being registered for resale by the holders thereof.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>In accordance with Rule&nbsp;416 under the Securities Act of 1933, as amended, this registration statement
shall cover any additional securities that may from time to time be offered or issued under the adjustment
provisions of the employee benefit plan to prevent dilution resulting from stock splits, stock dividends or
similar transactions.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule
457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices of
the Registrant&#146;s common stock, as reported on the NASDAQ Global Select Market on January&nbsp;4, 2007.</TD>
</TR>

</TABLE>
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





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

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<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" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement registers both (i)&nbsp;1,995,600 shares of common stock $0.01 par
value per share (the &#147;Common Stock&#148;) to be offered and sold under the 2006 Equity Incentive Plan
(the &#147;Plan&#148;) of Deckers Outdoor Corporation, a Delaware corporation (the &#147;Company&#148;) and (ii)&nbsp;4,400
shares of Common Stock (the &#147;Reoffer Shares&#148;) issued on July&nbsp;28, 2006 and December&nbsp;28, 2006 under
the Plan to the Company&#146;s non-employee directors that are deemed to be &#147;restricted securities&#148;
under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;) which may be offered and sold
from time to time by such non-employee directors pursuant to the reoffer prospectus included
herewith. The Reoffer Shares consist of 800 shares of Common Stock awarded as director grants to
each of Gene Burleson, Rex Licklider, John Gibbons, Daniel Terheggen and John Perenchio, and 400
shares of Common Stock to Maureen Conners, which grants were exempt from registration in reliance
on Section&nbsp;4(2) of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement contains two parts. Pursuant to the Note to Part&nbsp;I of Form S-8,
the information specified by Part&nbsp;I relating to the Plan is not filed with the United States
Securities and Exchange Commission (the &#147;Commission&#148;), but documents containing such information
will be sent or given to employees, officers and directors as specified by Rule&nbsp;428(b)(1) under the
Securities Act. Such documents are not being filed with the Commission but constitute (along with
the documents incorporated by reference in the registration statement pursuant to Item&nbsp;3 of Part&nbsp;II
hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Also included in Part&nbsp;I of this Form S-8 is a reoffer prospectus we have prepared in
accordance with Part&nbsp;I of Form S-3 under the Securities Act. The reoffer prospectus may be
utilized for reofferings and resales by the selling stockholders of up to 4,400 shares of our
common stock issued pursuant to the Plan, as described more fully in the reoffer prospectus.
Pursuant to General Instruction C of Form S-8, the reoffer prospectus may be used for reoffers or
resales of shares deemed to be &#147;control securities&#148; or &#147;restricted securities&#148; under the Securities
Act that have been acquired by the selling stockholders identified in the reoffer prospectus.
These securities may be reoffered and resold on a continuous or delayed basis in the future under
Rule&nbsp;415 of the Securities Act. The number of shares included in the reoffer prospectus represents
the total number of shares that have been acquired by the selling stockholders and does not
necessarily represent a present intention to sell all or any of such shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Part&nbsp;II of this Form S-8 contains information required to be in the registration statement
pursuant to Part&nbsp;II of Form S-8.
</DIV>

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

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<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" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8 (plan information
and registrant information) will be sent or given to participants in the Plan, as specified by Rule
428(b)(1) promulgated by the Commission pursuant to the Securities Act. These documents need not
be filed with the Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule&nbsp;424 in accordance with the Note to Part&nbsp;I of
Form S-8. These documents, and the documents incorporated by reference in this Registration
Statement pursuant to Item&nbsp;3 of Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
</DIV>


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

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


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>REOFFER PROSPECTUS</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><IMG src="v26282v2628201.gif" alt="(DECKERS OUTDOOR CORPORATION LOGO)">
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Deckers Outdoor Corporation</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>4,400 Shares</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Common Stock</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>($0.01 Par Value)</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This is an offering of stock of Deckers Outdoor Corporation, or Deckers. This prospectus has
been prepared for use in connection with the proposed sales by the selling stockholders of an
aggregate of 4,400 shares acquired by the selling stockholders under the Company&#146;s 2006 Equity
Incentive Plan. All of the shares are being offered by the selling stockholders listed in the
section of this prospectus entitled &#147;Selling Stockholders.&#148; We will not receive any of the
proceeds from the sale of the 4,400 shares being offered by the selling stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock trades on the NASDAQ Global Select Market under the symbol &#147;DECK.&#148; On
January&nbsp;8, 2007, the closing sales price for our common stock on the NASDAQ Global Select Market
was $57.58 per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<DIV align="center"><DIV style="font-size: 3pt; margin-top: 0pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Investment in our common stock involves a high degree of risk. Please carefully consider the
&#147;Risk Factors&#148; beginning on page 3 of this prospectus.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<DIV align="center"><DIV style="font-size: 3pt; margin-top: 0pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the Securities and Exchange Commission, nor any state securities commission, has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<DIV align="center"><DIV style="font-size: 3pt; margin-top: 0pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>The date of this prospectus is January&nbsp;9, 2007.</B>
</DIV>



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

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</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="95%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">Prospectus Summary</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">Use of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">Selling Stockholders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">Plan of Distribution</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">17</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">Legal Matters</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">18</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">Experts</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">18</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">Where You Can Find More Information</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">19</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">Information Incorporated by Reference</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">19</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v26282exv5w1.htm">EXHIBIT 5.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="v26282exv23w1.htm">EXHIBIT 23.1</A></FONT></TD></TR>
</TABLE>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>You should rely only on the information contained in this prospectus or to which we have referred
you. We have not authorized anyone else to provide you with different information. This document
may be used only where it is legal to sell these securities. The information in this prospectus
may only be accurate on the date of this prospectus.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;References to &#147;we,&#148; &#147;us,&#148; &#147;our,&#148; &#147;our company&#148; and &#147;Deckers&#148; refer to Deckers Outdoor
Corporation and its subsidiaries, unless the context requires otherwise. Deckers owns and uses the
following trademarks: Teva<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>, UGG<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>, Simple<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>, Spider Rubber<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>, River Rubber<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>, Deckers<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>, Universal
Strapping System<SUP style="font-size: 85%; vertical-align: text-top">TM</SUP>, Traction Rubber<SUP style="font-size: 85%; vertical-align: text-top">TM</SUP>, Wraptor<SUP style="font-size: 85%; vertical-align: text-top">TM</SUP> and Liquid
Frame<SUP style="font-size: 85%; vertical-align: text-top">TM</SUP>.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Statements in this prospectus that are not statements of historical fact are forward-looking
statements. These statements relate to our future plans, objectives, expectations and intentions.
You may generally identify these statements by the use of words such as &#147;expect,&#148; &#147;anticipate,&#148;
&#147;intend,&#148; &#147;plan&#148; and similar expressions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should not place undue reliance on our forward-looking statements. Our actual results
could differ materially from those anticipated in these forward-looking statements as a result of
numerous risks and uncertainties that are beyond our control, including those we discuss in &#147;Risk
Factors&#148; and elsewhere in this prospectus, and in our other reports we file with the Securities and
Exchange Commission. The forward-looking statements in this prospectus speak only as of the date
of this prospectus, and you should not rely on these statements without also considering the risks
and uncertainties associated with these statements and our business.
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

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

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

<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROSPECTUS SUMMARY</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Our Company</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Overview</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a leading designer, producer and brand manager of innovative, high-quality footwear and
the category creator in the sport sandal, luxury sheepskin, and sustainable footwear segments. Our
footwear is distinctive and appeals broadly to men, women and children. We sell our products
through quality domestic retailers and international distributors and directly to end-user
consumers through our consumer direct business. We sell our footwear in both the domestic market
and the international markets. Independent third parties manufacture all of our footwear. Our
primary objective is to build our footwear lines into global lifestyle brands with market
leadership positions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We market our products under three proprietary brands:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Teva</I></B>. Teva is our outdoor lifestyle brand and the category creator of the outdoor sport
sandal segment. Teva was created in the 1980s to serve the demanding footwear needs of the
professional river guide community, and its authentic outdoor heritage and our commitment to
function and performance remain core elements of the Teva brand. As our core consumers&#146; pursuits
have evolved, we have added new products to our line including slides, thongs, amphibious footwear,
trail running shoes, hiking boots and rugged closed-toe footwear.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>UGG</I></B>. UGG is our luxury brand and the category creator in luxury sheepskin footwear. UGG
sheepskin boots gained recognition in the U.S. beginning in 1979 and were later adopted as a
favored brand by the California surf community. We acquired the brand in 1995 and have carefully
expanded our stylings in order to offer a luxurious and distinctive collection featuring top-grade
sheepskin. We carefully manage the distribution of our UGG line within high-end specialty and
department store retailers in order to best reach our target consumer and to preserve UGG&#146;s
positioning as a mid- to upper-price luxury brand.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Simple</I></B>. Simple is our moderately priced &#147;anti-brand,&#148; serving the needs of a youthful,
irreverent consumer base seeking the comfort of athletic footwear but the styling of more
traditional, understated, &#147;back-to-basics&#148; footwear. Simple was launched in the early 1990s and
has been recently revised to focus on its successful legacy categories, including sandals, clogs
and casual athletic footwear. We also recently introduced our Green Toe line made of 100%
sustainable materials. Simple enables us to leverage our core footwear design and production
competencies in channels of distribution not served by Teva or UGG.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We sell our products globally in approximately 30 countries through 34 independent
distributors and domestically through a network of 45 independent sales representatives and seven
in-house sales representatives. In 2005, we sold approximately 8.8&nbsp;million pairs of footwear to
approximately 1,500 retailers and distributors. We also sell our products through our consumer
direct business which includes our internet and catalog retailing operations as well as our retail
outlet stores. We acquired our internet and catalog retailing business in November&nbsp;2002 as part of
the acquisition of Teva. In addition, we have opened three new retail outlet stores, one in
Camarillo, California, one in Wrentham, Massachusetts and one in Riverhead, New York along with our
existing store in Ventura, California. In addition, we opened our first UGG concept store in New
York City, New York. Based on the success of the existing stores, we currently expect to open one
additional retail outlet store in select premium outlet malls in the U.S. by the end of 2007, as
well as another UGG concept store in Beverly Hills, California and a Simple concept store in Santa
Barbara, California by the end of 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Managing our internet business requires us to focus on generating internet traffic to our
websites, to effectively convert website visits into orders, and to maximize average order sizes.
We distribute approximately two million consumer brochures throughout the year to drive our catalog
order business. We plan to continue to grow this business through improved website features and
performance, increased marketing, European websites, and the trend of internet shopping becoming
more popular. Overall, our consumer direct business benefits from the strength of our brands and,
as we grow our brands over time, we expect this business to continue to be an important segment of
our business.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->-1-<!-- /Folio -->
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our net sales increased by 23.3%, from $214,787,000 in 2004 to $264,760,000 in 2005 and
our income from operations increased by 23.1%, from $42,462,000 in 2004 to $52,268,000 in 2005.
Net sales and income from operations for the nine months ended September&nbsp;30, 2006, were
$180,047,000 and $30,230,000, respectively. For 2005, wholesale shipments of Teva, UGG and Simple
represented 30.4%, 56.8%, and 2.6%, respectively, of our total net sales. Wholesale shipments of
Teva, UGG and Simple represented 34.9%, 50.5% and 5.5%, respectively, of our total net sales for
the nine-month period ended September&nbsp;30, 2006. Sales of each of our brands through our internet
and catalog retailing business are incremental to our wholesale shipments and generated 10.2% and
9.1% of total net sales in 2005 and for the nine months ended September&nbsp;30, 2006, respectively.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Business Strategies</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We seek to differentiate our brands by offering diverse product lines that emphasize
authenticity, functionality, quality and comfort tailored to a variety of activities and
demographic groups. Key elements of our business strategies are:
</DIV>


<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Build Leading Global Brands</I></B>.
Our mission is to build niche
footwear lines into global
brands with market leadership
positions. Our Teva, UGG and
Simple brands began as
footwear lines appealing to a
narrow core-enthusiast market
and have since been built
into substantial global
lifestyle brands. Across our
brands, our styles remain
true to each brand&#146;s heritage
but are selectively extended
over time to broaden our
appeal to men, women and
children seeking high
quality, comfortable styles
for everyday use.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Sustain Brand Authenticity</I></B>.
We believe our ability to
grow our brands, sustain
strong gross margins and
maintain strong market share
results, in part, from
consumer loyalty to the
heritage of our brands. We
support our brands through
sponsorship of professional
and amateur athletes, high
profile outdoor events and
targeted national advertising
campaigns to communicate the
performance features,
authenticity, fashion and
functionality of our
products.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Drive Demand Through
Innovation and Technical
Leadership</I></B>. We believe
innovation and technical
leadership distinguishes our
Teva and UGG products from
those of our competitors and
provides us with significant
competitive advantages. We
are committed to developing
innovative features and
styles for our existing
products and seek to extend
our technical leadership into
new footwear categories.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Maintain Efficient
Development and Production
Process</I></B>. We believe our
product development
capabilities enable us to
produce leading-edge footwear
on a timely and cost
effective basis. We maintain
on-site supervisory offices
in China and Macau that
enable us to carefully
monitor the production
process, from receipt of the
design brief to production of
final samples and shipment of
finished product.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Growth Strategy</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our growth will depend upon our success in broadening the products offered under each brand,
expanding domestic and international distribution, licensing our brand names and developing or
acquiring new brands. Specifically, we intend to:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Introduce New Categories and Styles under Existing
Brands</I></B>. We intend to increase our sales by developing
and introducing additional footwear products under our
existing brands that meet our high standards of
performance, practicality, authenticity, comfort and
quality.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Expand Domestic Distribution</I></B>. We believe that
significant opportunities exist to increase our sales
by expanding domestic distribution of our products.
We have identified a number of retailers that we
believe can offer selected styles while maintaining
the image and identity of our brands.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Expand International Distribution</I></B>. In 2005 and for
the nine months ended September&nbsp;30, 2006, our
</TD>
</TR>
</TABLE>
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt"><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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>international net sales totaled $35,273,000 and
$28,662,000, respectively, representing approximately
13.3% and 15.9%, respectively, of total net sales. We
believe significant opportunities exist to market our
products abroad, and we intend to selectively expand
their distribution worldwide.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Pursue Licensing of Brands in Complementary Product
Lines</I></B>. We are pursuing selective licensing of each of
our brand names in apparel and other complementary
product categories. We are developing these licensing
programs carefully to ensure that any licensed goods
remain consistent with our brands&#146; heritage and image.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Build New Brands</I></B>. We intend to continue to identify,
develop or acquire, and build new brands. We believe
we can leverage our previous successes and build
entrepreneurial concepts into viable brands.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>About Us</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a Delaware corporation. Our headquarters is located at 495-A South Fairview Avenue,
Goleta, California 93117, and our telephone number is (805)&nbsp;967-7611. Our website address is
www.deckers.com. Information on or incorporated into our website is not part of this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>The Offering</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders listed in the section of this prospectus entitled &#147;Selling
Stockholders&#148; may offer and sell up to 4,400 shares of our common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under this prospectus, the selling stockholders may sell their shares of common stock in the
open market at prevailing market prices or in private transactions at negotiated prices. They may
sell the shares directly, or may sell them through underwriters, brokers or dealers. Underwriters,
brokers or dealers may receive discounts, concessions or commissions from the selling stockholders
or from the purchaser, and this compensation might be in excess of the compensation customary in
the type of transaction involved. See the section of this prospectus entitled &#147;Plan of
Distribution.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any proceeds from the potential sale of the 4,400 shares offered by the
selling stockholders.
</DIV>
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Investing in our common stock involves a high degree of risk. In deciding whether to invest
in our common stock, you should carefully consider the following risk factors in addition to the
other information contained in this prospectus and the information incorporated by reference in
this prospectus. If any of the following risks occur, our business, financial condition or results
of operations could be adversely affected. In that case, the value of our common stock could
decline and you may lose all or part of your investment</I><B><I>.</I></B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Risks Relating To Our Business</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our success depends on our ability to anticipate fashion trends.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our success depends largely on the continued strength of our Teva, UGG and Simple brands and
on our ability to anticipate, understand and react to the rapidly changing fashion tastes of
footwear consumers and to provide appealing merchandise in a timely manner. Our products must
appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are
subject to rapid change. We are also dependent on customer receptivity to our products and
marketing strategy. There can be no assurance that consumers will continue to prefer our brands,
that we will respond quickly enough to changes in consumer preferences or that we will successfully
introduce new models and styles of footwear. Achieving market acceptance for new products also will
likely require us to exert substantial marketing and product development efforts and expend
significant funds to create consumer demand. A failure to introduce new products that gain market
acceptance would erode our competitive position,
</DIV>

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

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">which would reduce our profits and could adversely affect the image of our brands, resulting
in long-term harm to our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our UGG brand may not continue to grow at the same rate it has experienced in the recent past.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our UGG brand has experienced strong growth over the past few years, with net wholesale sales
of UGG products having increased from $34,561,000 in 2003 to $150,279,000 in 2005, representing a
compound annual growth rate of 108.5%. We do not expect to sustain this growth rate in the future.
UGG may be a fashion item that could go out of style at any time. UGG represents a significant
portion of our business, and if UGG sales were to decline or to fail to increase in the future, our
overall financial performance could be adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our Teva brand may continue to decline at the same rate it has experienced in the recent past.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If our Teva sales continue to decline to a point that the fair value of our Teva reporting
unit does not exceed its carrying value, we may be required to write down the related intangible
assets and goodwill, causing us to incur an impairment charge. An impairment charge could
materially affect our consolidated financial position and results of operations. As of September
30, 2006, management feels a triggering event has not occurred, and therefore no impairment test is
necessary under the provisions of Statement of Financial Accounting Standards No.&nbsp;142 &#147;Goodwill and
Other Intangible Assets.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may experience shortages of top grade sheepskin, which could interrupt product
manufacturing and increase product costs.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We depend on a limited number of key resources for sheepskin, the principal raw material for
our UGG products. In 2005, four suppliers provided all of the sheepskin purchased by our
independent manufacturers. The top grade sheepskin used in UGG footwear is in high demand and
limited supply. In addition, sheep are susceptible to hoof and mouth disease, which can result in
the extermination of an infected herd and could have a material adverse effect on the availability
of top grade sheepskin for our products. Additionally, the supply of sheepskin can be adversely
impacted by drought conditions. Our potential inability to obtain top grade sheepskin for UGG
products could impair our ability to meet our production requirements for UGG in a timely manner
and could lead to inventory shortages, which can result in lost potential sales, delays in
shipments to customers, strain on our relationships with customers and diminished brand loyalty.
Additionally, there have been significant increases in the prices of top grade sheepskin as the
demand for this material has increased. Any further price increases will likely raise our costs,
increase our costs of sales and decrease our profitability unless we are able to pass higher prices
on to our customers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>If we do not accurately forecast consumer demand, we may have excess inventory to liquidate or
have difficulty filling our customers&#146; orders.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because the footwear industry has relatively long lead times for design and production, we
must commit to production tooling and production volumes many months before consumer tastes become
apparent. The footwear industry is subject to fashion risks and rapid changes in consumer
preferences, as well as the effects of weather, general market conditions and other factors
affecting demand. Our large number of models, colors and sizes in our three product lines
exacerbates these risks. As a result, we may fail to accurately forecast styles and features that
will be in demand. If we overestimate demand for any products or styles, we may be forced to
liquidate excess inventories at a discount to customers, resulting in higher markdowns and lower
gross margins. Further, the excess inventories may prolong our cash flow cycle, resulting in
reduced cash flow and increased liquidity risks. Conversely, if we underestimate consumer demand
for any products or styles, we could have inventory shortages, which can result in lost potential
sales, delays in shipments to customers, strains on our relationships with customers and diminished
brand loyalty. This may be particularly true with regard to our UGG product line, which has
experienced strong consumer demand and rapid sales growth.
</DIV>

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

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may not succeed in implementing our growth strategy.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As part of our growth strategy, we seek to enhance the positioning of our brands, extend our
brands into complementary product categories and markets through licensing, expand geographically
and improve our operational performance. We may not be able to successfully implement any or all of
these strategies. If we fail to do so, our rate of growth may slow or our results of operations may
decline, which in turn could have a negative effect on the value of our stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our financial success is limited to the success of our customers.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our financial success is directly related to the success of our customers and the willingness
of our customers to continue to buy our products. We do not have long-term contracts with any of
our customers. Sales to our customers are generally on an order-by-order basis and are subject to
rights of cancellation and rescheduling by our customers. If we cannot fill our customers&#146; orders
in a timely manner, our relationships with our customers may suffer, and this could have a material
adverse effect on our business. Furthermore, if any of our major customers experiences a
significant downturn in its business, or fails to remain committed to our products or brands, then
these customers may reduce or discontinue purchases from us, which could have a material adverse
effect on our business, results of operations and financial condition.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Certain of our customers account for a significant portion of our sales and the loss of one or
more of these key customers would significantly reduce our sales.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our five largest customers accounted for approximately 27.0% of net sales in 2005 and 25.2% of
net sales in 2004. Our single largest customer accounted for 15.8% of net sales in 2005 and 14.1%
in 2004. Any potential loss of a key customer, or a significant reduction in sales to a key
customer, could have a material adverse effect on our business, results of operations and financial
condition.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Establishing and protecting our trademarks, patents and other intellectual property is costly
and difficult. If our efforts to do so are unsuccessful, the value of our brands could suffer.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that our trademarks and other intellectual property rights are of value and are
integral to our success and our competitive position. Some countries&#146; laws do not protect
intellectual property rights to the same extent as do U.S. laws. From time to time, we discover
products in the marketplace that infringe upon our trademark, patent, copyright and other
intellectual property. If we are unsuccessful in challenging a third party&#146;s products on the basis
of patent and trade dress rights, continued sales of such competing products by third parties could
adversely impact our business, financial condition and results of operations. If our brands are
associated with competitors&#146; inferior products, this could also adversely affect the integrity of
our brands. Furthermore, our efforts to enforce our trademark and other intellectual property
rights are typically met with defenses and counterclaims attacking the validity and enforceability
of our trademark and other intellectual property rights. Similarly, from time to time we may be
the subject of litigation challenging our ownership of intellectual property. Loss of our Teva,
UGG or Simple trademark, patent or other intellectual property rights could have a material adverse
effect on our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may lose pending litigation and the rights to certain of our intellectual property.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are currently involved in several disputes, including cases pending in U.S. federal and
foreign courts and in foreign trademark offices, regarding infringement by third parties of our
trademarks, trade dress, copyrights, patents and other intellectual property and the validity of
our intellectual property. Any decision or settlement in any of these disputes that renders our
intellectual property invalid or unenforceable, or that allows a third party to continue to use our
intellectual property in connection with products that are similar to ours could have an adverse
effect on our sales and on our intellectual property, which could have a material adverse effect on
our results of operations and financial condition.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Counterfeiting of our brands can divert sales and damage our brand image.</B>
</DIV>

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</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our brands and designs are constantly at risk for counterfeiting and infringement of our
intellectual property rights, and we frequently find counterfeit products and products that
infringe on our intellectual property rights in our markets as well as domain names that use our
trade names or trademarks without our consent. We have not always been successful, particularly in
some foreign countries, in combating counterfeit products and stopping infringement of our
intellectual property rights. Counterfeit and infringing products not only cause us to lose
significant sales, but also can harm the integrity of our brands by associating our trademarks or
designs with lesser quality or defective goods.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In particular, we are experiencing more infringers of our UGG trademark and more counterfeit
products seeking to benefit from the consumer demand for our UGG products. Enforcement of our
rights to the UGG trademarks faces many challenges due in part to the proliferation of the term UGG
in third party domain names that promote counterfeit products or otherwise use the trademark UGG
without our permission. In spite of our enforcement efforts, we expect such unauthorized use to
continue, which could result in a loss of sales for authorized UGG products and a diminution in the
goodwill associated with the UGG trademarks.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>As our patents expire, our competitors will be able to copy our technology or incorporate it
in their products without paying royalties.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Patents generally have a life of 20&nbsp;years from filing, and some of our patents will expire in
the next few years. For example, the patent for our Universal Strapping System used in many of our
Teva sandals will expire in September&nbsp;2007. Our Universal Strapping System is currently used in
many of our Teva sandals. Once patent protection has expired, our competitors can copy our products
or incorporate our innovations in their products without paying royalties. To combat this, we must
continually create new designs and technology, obtain patent protection and incorporate the new
technology or design in our footwear. We cannot provide assurance that we will be able to do so.
Sales of our Teva sandals may decline significantly if we incorporate substitute technologies in
lieu of our Universal Strapping System for our Teva sandals.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>If our customers cancel existing orders, we may have excess inventory; if customers postpone
delivery of existing orders to future periods, we may not achieve sales and earnings targets for
the period, which could have a negative impact on our stock price.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We receive customer orders and indications of future orders, which we use to determine which
inventory items to purchase. We also use the timing of delivery dates in our customer orders to
forecast our sales and earnings for future periods. If our customers cancel existing orders, it
may result in lower sales, as well as excess inventories that could lead to inventory write-downs
and closeouts, resulting in lower gross margins. The excess inventories could also have a negative
impact on our cash flow. If customers postpone delivery of their orders, we may not achieve our
expected sales and earnings forecasts for the period, which could have a negative impact on our
stock price.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Because we depend on independent manufacturers, we face challenges in maintaining a continuous
supply of goods that meet our quality standards.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We use independent manufacturers to produce all of our products, with the majority of the
production occurring among five manufacturers in China. We depend on these manufacturers&#146; ability
to finance the production of goods ordered and to maintain manufacturing capacity. The
manufacturers in turn depend upon their suppliers of raw materials. We do not exert direct control
over either the independent manufacturers or their raw materials suppliers, so we may be unable to
obtain timely delivery of acceptable products.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, we do not have long-term contracts with these independent manufacturers, and any
of them may unilaterally terminate their relationship with us at any time or seek to increase the
prices they charge us. As a result, we are not assured of an uninterrupted supply of products of an
acceptable quality from our independent manufacturers. If there is an interruption, we may not be
able to substitute suitable alternative manufacturers because substitutes may not be available or
they may not be able to provide us with products or services of a comparable quality, at an
acceptable price or on a timely basis. If a change in our independent manufacturers becomes
necessary, we would likely experience increased costs, as well as substantial disruption of our
business and a resulting loss of sales.
</DIV>

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

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Similarly, if we experience a significant increase in demand and a manufacturer is unable to
ship orders of our products in accordance with our timing demands and our quality standards, we
could miss customer delivery date requirements. This in turn could result in cancellation of
orders, customer refusals of shipments or a reduction in selling prices, any of which could have a
material adverse effect on our sales and financial condition. We compete with other companies for
the production capacity and the import quota capacity of our manufacturers. Accordingly, our
independent manufacturers may not produce and ship some or all of any orders placed by us.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>If raw materials do not meet our specifications or if the prices of raw materials increase, we
could experience a high return rate, a loss of sales or a reduction in our gross margins.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our independent manufacturers use various raw materials in the manufacture of our footwear
that must meet our specifications generally and, in some cases, additional technical requirements
for performance footwear. If these raw materials and the end product do not perform to our
specifications or consumer satisfaction, we could experience a higher rate of customer returns and
a diminution in the image of our brands, which could have a material adverse effect on our
business, financial condition and results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There may be significant increases in the prices of the raw materials used in our footwear,
which would increase the cost of our products from our independent manufacturers. Our gross profit
margins are adversely affected to the extent that the selling prices of our products do not
increase proportionately with increases in their costs. Any significant unanticipated increase in
the prices of raw materials could materially affect our results of operations. No assurances can be
given that we will be protected from future changes in the prices of such raw materials.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The costs of production and transportation of our products can increase as petroleum and other
energy prices rise.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The manufacture and transportation of our products requires the use of petroleum-based
materials and energy costs. Any future increases in the costs of these materials and energy
sources will increase the cost of our goods which will reduce our gross margin unless we can
successfully raise our selling prices to compensate for the increased costs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our independent manufacturers are located outside the U.S., where we are subject to the risks
of international commerce.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of our current third party manufacturers are in the Far East, New Zealand and Australia
with substantially all production performed by five manufacturers in China. Foreign manufacturing
is subject to numerous risks, including the following:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>tariffs, import and export controls and other non-tariff barriers such as quotas and
local content rules, including the potential threat of anti-dumping duties and quotas
which may be imposed by the European Union on the import of certain types of footwear
from China;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>increasing transportation costs due to energy prices or other factors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>poor infrastructure and shortages of equipment, which can delay or interrupt
transportation and utilities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>foreign currency fluctuations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>restrictions on the transfer of funds;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changing economic conditions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in governmental policies;</TD>
</TR>

</TABLE>
</DIV>
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</DIV>

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


<DIV style="margin-top: 6pt"><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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>environmental regulations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>labor unrest, which can lead to work stoppages and interruptions in transportation or supply;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>shipping delays, including those resulting from labor issues, work stoppages or
other delays at the port of entry or port of departure;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>political unrest, which can interrupt commerce and make travel dangerous; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>expropriation and nationalization.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In particular, because most of our products are manufactured in China, adverse change in trade
or political relations with China or political instability in the Far East could severely interfere
with the manufacture of our products and could materially adversely affect our results of
operations. Uncertainty regarding the short-term and long-term effects of the severe acute
respiratory syndrome, or SARS, and the outbreak of avian influenza in China and elsewhere in the
Far East could disrupt the manufacture and transportation of our products, which would harm our
results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are also subject to general risks associated with managing foreign operations effectively
and efficiently from the U.S. and understanding and complying with local laws, regulations and
customs in foreign jurisdictions. These factors and the failure to properly respond to them could
make it difficult to obtain adequate supplies of quality products when we need them, resulting in
reduced sales and harm to our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our business could suffer if our independent manufacturers, designated suppliers or our
licensees violate labor laws or fail to conform to our ethical standards.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We require our independent contract manufacturers, designated suppliers and our licensees to
meet our standards for working conditions, environmental compliance, human rights and other matters
before we are willing to place business with them. We do not control our independent manufacturers,
designated suppliers or their respective labor practices. If one of our independent contract
manufacturers or designated suppliers violates our labor standards by, for example, using
convicted, forced or indentured labor or child labor, fails to pay compensation in accordance with
local law or fails to operate its factories in compliance with local safety or environmental
standards, we likely would immediately cease dealing with that manufacturer or supplier, and we
could suffer an interruption in our product supply chain. In addition, the manufacturers&#146; or
designated suppliers&#146; actions could damage our reputation and the value of our brands, resulting in
negative publicity and discouraging customers and consumers from buying our products.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Similarly, we do not control our licensees or any of their suppliers or their respective labor
practices. If one of our licensees violates our labor standards or local laws, we would immediately
terminate the license agreement, which would reduce our license revenue. In addition, the
licensee&#146;s actions could damage our reputation and the value of our brands. We also may not be able
to replace the licensee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>If our licensing partners are unable to meet our expectations regarding the quality of their
products or the conduct of their business, the value of our brands could suffer.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One element of our growth strategy depends on our ability to successfully enter into and
maintain license agreements with manufacturers and distributors of products in complementary
categories. We will be relying on our licensees to maintain our standards with their manufacturers
in the future, and any failure to do so could harm our reputation and the value of the licensed
brand. The interruption of the business of any one of our material licensing partners due to any of
the factors discussed immediately below could also adversely affect our future licensing sales and
net income. The risks associated with our own products will also apply to our licensed products in
addition to any number of possible risks specific to a licensing partner&#146;s business, including, for
example, risks associated with a particular licensing partner&#146;s ability to:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>obtain capital;</TD>
</TR>

</TABLE>
</DIV>
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</DIV>

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


<DIV style="margin-top: 6pt"><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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>manage manufacturing and product sourcing activities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>manage labor relations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>maintain relationships with suppliers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>manage credit risk effectively; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>maintain relationships with customers.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our licensing agreements generally do not preclude our licensing partners from offering, under
other brands, products similar to those covered by their license agreements with us, which could
reduce the sales of our licensed products. In addition, if we cannot replace existing licensing
partners who fail to perform adequately, our net sales, both directly from reduced licensing
revenue and indirectly from reduced sales of our other products, will suffer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>If our brand managers cannot properly manage the licensees of their respective brands, our
growth strategy could be impaired.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our growth strategy and future profits depend upon each of our brand managers finding and
successfully managing licensees for each of their respective brands. Our brand managers may not be
able to successfully implement the licensing aspect of our growth strategy and develop and manage
profitable license arrangements. We compete for opportunities to license our brands with other
companies who have greater resources than we do and who may have more valuable brands and more
licensing experience than we do. As a result, even if we do identify a suitable licensee, we may
lose the opportunity to a competitor. Our brand managers&#146; failure to execute our licensing strategy
successfully could negatively impact our results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We may be unable to successfully identify, develop or acquire, and build new brands.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We intend to continue to focus on identifying, developing or acquiring and building new
brands. Our search may not yield any complementary brands, and even if we do find a suitable brand
we may not be able to obtain sufficient financing to fund the development or acquisition of the
brand. We may not be able to successfully integrate the management of a new brand into our existing
operations, and we cannot assure you that any developed or acquired brand will achieve the results
we expect. We compete with other companies who have greater resources than we do for the
opportunities to license brands or buy other brands. As a result, even if we do identify a suitable
license or acquisition, we may lose the opportunity to a competitor who offers a more attractive
price. In such event, we may incur significant costs in pursuing a license or an acquisition
without success.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our quarterly sales and operating results may fluctuate in future periods, and if we fail to
meet expectations the price of our common stock may decline.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our quarterly sales and operating results have fluctuated significantly in the past and are
likely to do so in the future due to a number of factors, many of which are not within our control.
If our quarterly sales or operating results fall below the expectations of investors or securities
analysts, the price of our common stock could decline substantially. Factors that might cause
quarterly fluctuations in our sales and operating results include the following:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>variation in demand for our products, including variation due to changing consumer
tastes and seasonality;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to develop, introduce, market and gain market acceptance of new products
and product enhancements in a timely manner;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to manage inventories, accounts receivable and cash flows;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to control costs;</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->-9-<!-- /Folio -->
</DIV>

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


<DIV style="margin-top: 6pt"><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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the size, timing, rescheduling or cancellation of orders from customers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the introduction of new products by competitors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the availability and reliability of raw materials used to manufacture our products;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in our pricing policies or those of our independent manufacturers and
competitors, as well as increased price competition in general;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the mix of our domestic and international sales, and the risks and uncertainties
associated with our international business;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to forecast future sales and operating results and subsequently attain them;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>developments concerning the protection of our intellectual property rights; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>general global economic and political conditions, including international conflicts
and acts of terrorism.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, our expenses depend, in part, on our expectations regarding future sales. In
particular, we expect to continue incurring substantial expenses relating to the marketing and
promotion of our products. Since many of our costs are fixed in the short term, if we have a
shortfall in sales, we may be unable to reduce expenses quickly enough to avoid losses.
Accordingly, you should not rely on quarter-to-quarter comparisons of our operating results as an
indication of our future performance.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Loss of the services of our key personnel could adversely affect our business.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our future success and growth depend on the continued services of our Chief Executive Officer
and our senior executives as well as other key officers and employees. The loss of the services of
any of these individuals or any other key employee could materially affect our business. Our
future success depends on our ability to identify, attract and retain additional qualified
personnel and to identify and hire suitable replacements for departing employees in key positions
on a timely basis. Competition for employees in our industry is intense and we may not be
successful in attracting or retaining them.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We conduct business outside the U.S., which exposes us to foreign currency and other risks.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our products are manufactured outside the U.S., and our independent manufacturers procure most
of their supplies outside the U.S. We sell our products in the U.S. and internationally. Although
we pay for the purchase and manufacture of our products primarily in U.S. dollars and we sell our
products primarily in U.S. dollars, we are routinely subject to currency rate movements on non-U.S.
denominated assets, liabilities and income since our foreign distributors sell in local currencies,
which impacts the price to foreign customers. We currently do not use currency hedges since
substantially all our transactions are in U.S. dollars. Future changes in foreign currency exchange
rates may cause changes in the dollar value of our purchases or sales and materially affect our
results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The People&#146;s Republic of China has recently revalued its currency and abandoned its peg to the
U.S. dollar. We currently source substantially all production from China. While our purchases
from the Chinese factories are currently denominated in U.S. dollars, certain operating and
manufacturing costs of the factories are denominated in the Chinese currency. As a result, this
change or any further revaluations in the Chinese currency versus the U.S. dollar could impact our
purchase prices from the factories in the event that they adjust their selling prices accordingly.
Any increase in our footwear purchase costs will reduce our gross margin unless we are able to
raise our selling prices to our customers in order to compensate for the increased costs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our most popular products are seasonal, and our sales are sensitive to weather conditions.</B>
</DIV>

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

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales of our products, particularly those under the Teva and UGG brands, are highly seasonal
and are sensitive to weather conditions. Extended periods of unusually cold weather during the
spring and summer can reduce demand for Teva footwear. Likewise, unseasonably warm weather during
the fall and winter months may reduce demand for our UGG products. The effect of favorable or
unfavorable weather on sales can be significant enough to affect our quarterly results, with a
resulting effect on our common stock price.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We depend on independent distributors to sell our products in international markets.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We sell our products in international markets through independent distributors. If a
distributor fails to meet annual sales goals, it may be difficult and costly to locate an
acceptable substitute distributor. If a change in our distributors becomes necessary, we may
experience increased costs, as well as substantial disruption and a resulting loss of sales.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our sales in international markets are subject to a variety of laws and political and economic
risks that may adversely impact our sales and results of operations in certain regions.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to capitalize on growth in new international markets and to maintain the current
level of operations in our existing international markets is subject to risks associated with
international sales operations. These include:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in currency exchange rates which impact the price to international consumers;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the burdens of complying with a variety of foreign laws and regulations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unexpected changes in regulatory requirements; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the difficulties associated with promoting products in unfamiliar cultures.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are also subject to general political and economic risks in connection with our
international sales operations, including:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>political instability;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in diplomatic and trade relationships; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>general economic fluctuations in specific countries or markets.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any of the abovementioned factors could adversely affect our sales and results of operations
in international markets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>International trade regulations may impose unexpected duty costs or other non-tariff barriers
to markets while the increasing number of free trade agreements has the potential to stimulate
increased competition; security procedures may cause significant delays.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Products manufactured overseas and imported into the U.S. and other countries are subject to
import duties. While we have implemented internal measures to comply with applicable customs
regulations and to properly calculate the import duties applicable to imported products, customs
authorities may disagree with our claimed tariff treatment for certain products, resulting in
unexpected costs that may not have been factored into the sales price of the products.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We cannot predict whether future domestic laws, regulations or trade remedy actions or
international agreements may impose additional duties or other restrictions on the importation of
products from one or more of our sourcing venues. Such changes could increase the cost of our
products, require us to withdraw from certain restricted markets or change our business methods,
and could generally make it difficult to obtain products of our customary quality at a desired
price. Meanwhile, the continued negotiation of bilateral and multilateral free trade
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-11-<!-- /Folio -->
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">agreements by the U.S. and our other market countries with countries other than our principal
sourcing venues may stimulate competition from manufacturers in these other sourcing venues, which
now export, or may seek to export, footwear to our market countries at preferred rates of duty,
though we are uncertain precisely what effect these new agreements may have on our operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The European Union is currently considering imposing anti-dumping duties and quotas on
importations of certain types of footwear from China. Any increase in duties or the requirement
for quotas will increase the cost of our products and may limit the amount of China-sourced
products that we are able to sell to the European market. Because the vast majority of our
footwear is currently produced in China, the imposition of anti-dumping duties or quotas on
products manufactured in China will have a negative impact on our sales and gross margin in the
European market.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Finally, the increased threat of terrorist activity and the law enforcement responses to this
threat have required greater levels of inspection of imported goods and have caused delays in
bringing imported goods to market. Any tightening of security procedures, for example, in the
aftermath of a terrorist incident, could worsen these delays.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We depend on our computer and communications systems.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We extensively utilize computer and communications systems to operate our internet and catalog
business and manage our internal operations. Any interruption of this service from power loss,
telecommunications failure, failure of our computer system, failure due to weather, natural
disasters or any similar event could disrupt our operations and result in lost sales. In addition,
hackers and computer viruses have disrupted operations at many major companies. We may be
vulnerable to similar acts of sabotage, which could have a material adverse effect on our business
and operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We rely on our management information systems to operate our business and to track our
operating results. Our management information systems will require modification and refinement as
we grow and our business needs change. If we experience a significant system failure or if we are
unable to modify our management information systems to respond to changes in our business needs,
then our ability to properly run our business could be adversely affected.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Risks Related to Our Industry</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Because the footwear market is sensitive to decreased consumer spending and slow economic
cycles, if general economic conditions deteriorate many of our customers may significantly reduce
their purchases from us or may not be able to pay for our products in a timely manner.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The footwear industry historically has been subject to cyclical variation and decline in
performance when consumer spending decreases or softness appears in the retail market. Many factors
affect the level of consumer spending in the footwear industry, including:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>general business conditions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>interest rates;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the availability of consumer credit;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>weather;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>taxation; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>consumer confidence in future economic conditions.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->-12-<!-- /Folio -->
</DIV>

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


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consumer purchases of discretionary items, including our products, may decline during
recessionary periods and also may decline at other times when disposable income is lower. A
downturn in economies where our licensing partners or we sell products, whether in the U.S. or
abroad, may reduce sales.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, we extend credit to our customers based on an evaluation of each customer&#146;s
financial condition. Many retailers, including some of our customers, have experienced financial
difficulties during the past several years, thereby increasing the risk that such customers may not
be able to pay for our products in a timely manner. Our bad debt expense may increase relative to
net sales in the future. Any significant increase in our bad debt expense relative to net sales
would adversely impact our net income and cash flow and could affect our ability to pay our own
obligations as they become due.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>We face intense competition, including competition from companies with significantly greater
resources than ours, and if we are unable to compete effectively with these companies, our market
share may decline and our business could be harmed.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The footwear industry is highly competitive, and the recent growth in the market for sport
sandals, casual footwear and other products manufactured by our licensees has encouraged the entry
of many new competitors into the marketplace as well as increased competition from established
companies. A number of our competitors have significantly greater financial, technological,
engineering, manufacturing, marketing and distribution resources than we do, as well as greater
brand awareness in the footwear market. Our competitors include athletic and footwear companies,
branded apparel companies and retailers with their own private labels. Their greater capabilities
in these areas may enable them to better withstand periodic downturns in the footwear industry,
compete more effectively on the basis of price and production and more quickly develop new
products. In addition, access to offshore manufacturing has made it easier for new companies to
enter the markets in which we compete, further increasing competition in the footwear industry.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally, efforts by our competitors to dispose of their excess inventories may
significantly reduce prices that we can expect to receive for the sale of our competing products
and may cause our customers to shift their purchases away from our products.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that our ability to compete successfully depends on a number of factors, including
the quality, style and authenticity of our products and the strength of our brands, as well as many
factors beyond our control. Maintaining our competitiveness depends on our ability to defend our
products from infringement, our continued ability to anticipate and react to consumer tastes and
our continued ability to deliver quality products at an acceptable price. If we fail to compete
successfully in the future, our sales and profits will decline, as will the value of our business,
financial condition and common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Consolidations, restructurings and other ownership changes in the retail industry could affect
the ability of our wholesale customers to purchase and market our products.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the future, retailers in the U.S. and in foreign markets may undergo changes that could
decrease the number of stores that carry our products or increase the concentration of ownership
within the retail industry, including:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>consolidating their operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>undergoing restructurings;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>undergoing reorganizations; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>realigning their affiliations.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These consolidations could result in a shift of bargaining power to the retail industry and in
fewer outlets for our products. Further consolidations could result in price and other competition
that could reduce our margins and our net sales.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-13-<!-- /Folio -->
</DIV>

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

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Risks Relating to Our Common Stock</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our publicly-filed SEC reports are reviewed by the SEC from time to time and any significant
changes required as a result of any such review may result in material liability to us and have a
material adverse impact on the trading price of our common stock.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The reports of publicly-traded companies are subject to review by the SEC from time to time
for the purpose of assisting companies in complying with applicable disclosure requirements and to
enhance the overall effectiveness of companies&#146; public filings, and comprehensive reviews of such
reports are now required at least every three years under the Sarbanes-Oxley Act of 2002. SEC
reviews may be initiated at any time. While we believe that our previously filed SEC reports
comply, and we intend that all future reports will comply in all material respects with the
published rules and regulations of the SEC, we could be required to modify or reformulate
information contained in prior filings as a result of an SEC review. Any modification or
reformulation of information contained in such reports could be significant and result in material
liabilities to us and have a material adverse impact on the trading price of our common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Our common stock price has been volatile, which could result in substantial losses for
stockholders.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is traded on the NASDAQ Global Select Market. While our average daily
trading volume for the 52-week period ended December&nbsp;28, 2006 was approximately 320,000 shares, we
have experienced more limited volume in the past and may do so in the future. The trading price of
our common stock has been and may continue to be volatile. The closing prices of our common stock,
as reported by the NASDAQ Global Select Market, have ranged from $27.62 to $60.31 for the 52&nbsp;week
period ended December&nbsp;28, 2006. The trading price of our common stock could be affected by a
number of factors, including, but not limited to the following:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in expectations of our future performance;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in estimates by securities analysts (or failure to meet such estimates);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>quarterly fluctuations in our sales and financial results;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>broad market fluctuations in volume and price; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a variety of risk factors, including the ones described elsewhere in this report and
our Annual Report on Form 10-K.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accordingly, the price of our common stock is volatile and any investment in our securities is
subject to risk of loss.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Anti-takeover provisions or our certificate on incorporation, bylaws, stockholder rights plan
and Delaware law could prevent or delay a change in control of our company, even if such change of
control would benefit our stockholders.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provisions of our certificate of incorporation and bylaws, as well as provisions of Delaware
law, could discourage, delay or prevent a merger, acquisition or other change in control of our
company, even if such a change in control might benefit our stockholders. These provisions could
also discourage proxy contests and make it more difficult for you and other stockholders to elect
directors and take other corporate actions. As a result, these provisions could limit the price
that investors are willing to pay in the future for shares of our common stock. The provisions
might also discourage a potential acquisition proposal or tender offer, even if the acquisition
proposal or tender offer is at a price above the then current market price for our common stock.
These provisions include the following:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>beginning at the 2007 Annual Meeting of Stockholders, the board of directors will be
elected to a one-year term;</TD>
</TR>

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

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


<DIV style="margin-top: 6pt"><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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>authorization of &#147;blank check&#148; preferred stock, which our board of directors could
issue with provisions designed to thwart a takeover attempt;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>limitations on the ability of stockholders to call special meetings of stockholders;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a prohibition against stockholder action by written consent and a requirement that
all stockholder actions be taken at a meeting of our stockholders; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>advance notice requirements for nominations for election to our board of directors
or for proposing matter that can be acted upon by stockholder meetings.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We adopted a stockholder rights plan in 1998 under a stockholder rights agreement intended to
protect stockholders against unsolicited attempts to acquire control of our company that do not
offer what our board of directors believes to be an adequate price to all stockholders or that our
board of directors otherwise opposes. As part of the plan, our board of directors declared a
dividend that resulted in the issuance of one preferred share purchase right for each outstanding
share of our common stock. Unless extended, the preferred share purchase rights will terminate on
November&nbsp;11, 2008. If a bidder proceeds with an unsolicited attempt to purchase our stock and
acquires 20% or more (or announces its intention to acquire 20% or more) of our outstanding common
stock, and the board of directors does not redeem the preferred stock purchase right, the right
will become exercisable at a price that significantly dilutes the interest of the bidder in our
common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The effect of the stockholder rights plan is to make it more difficult to acquire our company
without negotiating with the board of directors. However, the stockholder rights plan could
discourage offers even if made at a premium over the market price of our common stock, and even if
the stockholders might believe the transaction would benefit them.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, we are subject to Section&nbsp;203 of the Delaware General Corporation Law, which
limits business combination transactions with 15% or greater stockholders that our board of
directors has not approved. These provisions and other similar provisions make it more difficult
for a third party to acquire us without negotiation with our board of directors. These provisions
apply even if some stockholders would consider the transaction beneficial.
</DIV>
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any proceeds from the sale of up to 4,400 shares of our common stock being
offered by the selling stockholders.
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table lists the number of shares of our common stock registered for sale by the
selling stockholders under this prospectus. It also shows the total number of shares of common
stock owned by each of the selling stockholders before and after the offering, and the percentage
of our total outstanding shares represented by these amounts. The table assumes that the selling
stockholders will sell all of the common stock being offered by this prospectus for their account.
However, the selling stockholders have no obligation to sell any of their shares, so we cannot
determine the exact number of shares they actually will sell.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders were each awarded 400 shares as director grants on July&nbsp;28, 2006
(except for Maureen Conners) and were each awarded 400 shares on December&nbsp;28, 2006 also as director
grants, which grants were exempt from registration in reliance on Section&nbsp;4(2) of the Securities
Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The table is based on information provided by the selling stockholders, and does not
necessarily indicate beneficial ownership for any other purpose. The number of shares of common
stock beneficially owned by the selling stockholders is determined in accordance with the rules of
the SEC. The term &#147;selling stockholders&#148; includes the stockholders listed below and their
respective transferees, assignees, pledgees, donees or other successors. The percent of beneficial
ownership for the selling stockholders is based on 12,588,188 shares of common stock outstanding as
of December&nbsp;28, 2006.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-15-<!-- /Folio -->
</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">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&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 nowrap align="center" colspan="3"><B>Percent of</B></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="3"><B>Percent of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Outstanding Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Outstanding Shares</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Common Stock</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially Owned</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offered Pursuant to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After the</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Selling Stockholder (3)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>this Prospectus</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering (2)</B></TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Offering (2)</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">

    <TD><DIV style="margin-left:15px; text-indent:-15px">Gene E. Burleson</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57,539</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56,739</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:15px; text-indent:-15px">Rex A. Licklider (4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">219,508</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.7</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">218,708</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.7</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John M. Gibbons (5)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13,629</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,829</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:15px; text-indent:-15px">Daniel L. Terheggen</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,871</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,071</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John G. Perenchio</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13,600</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,800</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:15px; text-indent:-15px">Maureen Conners</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">400</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">400</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">*</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Percentage of shares beneficially owned does not exceed 1% of the class so owned.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>The number and percentage of shares beneficially owned is determined in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under Rule&nbsp;13d-3, the
number of shares beneficially owned includes any shares as to which a person has sole or
shared voting power or investment power. Shares that a person has the right to acquire within
60&nbsp;days of the date of this prospectus are included in the shares owned by that person and are
treated as outstanding for purposes of calculating the ownership percentage of that person,
but not for any other person.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Assumes that all shares being offered by the selling stockholders under this prospectus are
sold, that the selling stockholders acquire no additional shares of common stock before the
completion of this offering, and that the selling stockholders dispose of no shares of common
stock other than those offered under this prospectus.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>The address of each selling stockholder is 495-A South Fairview Avenue, Goleta, California
93117. Unless otherwise noted, the Company believes that each individual or entity named has
sole investment and voting power with respect to shares of Common Stock indicated as
beneficially owned by them, subject to community property laws, where applicable.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 219,508 shares held by the Licklider Living Trust as to which Mr.&nbsp;Licklider has
joint voting and investment power.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 13,629 shares held by the Gibbons Living Trust as to which Mr.&nbsp;Gibbons has joint
voting and investment power.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt"><!-- Folio -->-16-<!-- /Folio -->
</DIV>

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

<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders and their respective successors, including their transferees,
pledgees or donees, may sell the shares covered by this prospectus from time to time for their own
account. They will act independently of us in making decisions regarding the timing, manner and
size of each sale. They may sell their shares on the NASDAQ Global Select Market or other
exchanges, in the over-the-counter market or in privately negotiated transactions. They may sell
their shares directly or through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, concessions, or commissions from the selling stockholders or
from the purchasers of the shares. The compensation received by a particular underwriter, broker,
dealer or agent might exceed customary commissions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at prices related to the prevailing market prices, at
varying prices determined at the time of sale, or at negotiated prices.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may sell their shares through any of the following methods or any
combination of these methods:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker or dealer as a principal and resale by that broker or dealer
for its own account under this prospectus;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the broker solicits
purchasers, which may include long or short sales made after the effectiveness of the
registration statement of which this prospectus is a part;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>cross trades or block trades in which the broker or dealer engaged to make the sale
will attempt to sell the securities as an agent, but may position and resell a portion
of the block as a principal to facilitate the transaction;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through the writing of options;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in other ways not involving market makers or established trading markets, including
direct sales to purchasers or sales made through agents;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any combination of the above transactions; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any other lawful method.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, any securities covered by this prospectus that qualify for sale in compliance
with Rule&nbsp;144 promulgated under the Securities Act may be sold under Rule&nbsp;144 rather than under
this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may enter into hedging transactions with broker-dealers in connection
with distributions of the shares or otherwise. In these transactions, broker-dealers may engage in
short sales of common stock in the course of hedging the positions they assume with the selling
stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders also may sell shares short and redeliver the shares to close out
these short positions. The selling stockholders may enter into options or other transactions with
broker-dealers that require the delivery to the broker-dealer of the shares. The broker-dealer may
then resell or otherwise transfer the shares covered by this prospectus (which may be amended or
supplemented to reflect the transaction). The selling stockholders also may loan or pledge the
shares to a broker-dealer or another financial institution. If a selling stockholder defaults on
the loan or the obligation secured by the pledge, the broker-dealer or institution may sell the
shares so loaned or pledged under this prospectus (which may be amended or supplemented to reflect
the transaction).
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-17-<!-- /Folio -->
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Broker-dealers or agents may receive compensation in the form of commissions, discounts or
concessions from the selling stockholder. Broker-dealers or agents may also receive compensation
from the purchasers for whom they act as agents or to whom they sell as principals, or both.
Compensation received by a particular broker-dealer might be in excess of customary commissions and
will be in amounts to be negotiated in connection with the sale.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Broker-dealers or agents and any other participating broker-dealers or the selling
stockholders or their respective successors may be deemed to be &#147;underwriters&#148; within the meaning
of Section&nbsp;2(11) of the Securities Act in connection with sales of shares. Accordingly, any such
commission, discount or concession received by them and any profit on the resale of the shares
purchased by them may be deemed to be underwriting discounts or commissions under the Securities
Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding the sale of their
securities and that there is no underwriter or coordinating broker acting in connection with the
proposed sale of shares by the selling stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders have agreed to pay the expenses of registering the shares under the
Securities Act, including registration and filing fees, printing expenses, administrative expenses
and specified legal and accounting fees and will bear all discounts, commissions or other amounts
payable to underwriters, dealers or agents as well as fees and disbursements for legal counsel
retained by the selling stockholder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of shares against liabilities, including liabilities
arising under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because the selling stockholders may be deemed to be an &#147;underwriter&#148; within the meaning of
Section&nbsp;2(11) of the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act. If we are required to supplement this prospectus or post-effectively amend
the registration statement to disclose a specific plan of distribution of the selling stockholders,
the supplement or amendment will describe the particulars of the plan of distribution, including
the shares of common stock, purchase price and names of any agent, broker, dealer, or underwriter
or arrangements relating to any such entity or applicable commissions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended,
no person engaged in the distribution of the shares may simultaneously engage in market making
activities with respect to our common stock for a restricted period before the commencement of the
distribution. In addition, the selling stockholders will be subject to applicable provisions of
the Securities Exchange Act and the associated rules and regulations under the Securities Exchange
Act, including Regulation&nbsp;M, the provisions of which may limit the timing of purchases and sales of
the shares by the selling stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will make copies of this prospectus available to the selling stockholders and have informed
the selling stockholders of the need to deliver copies of this prospectus to purchasers at or
before the time of any sale of the shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is traded on the NASDAQ Global Select Market under the symbol DECK. The
transfer agent for our shares of common stock is Mellon Investor Services, LLC, Los Angeles,
California.
</DIV>
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the issuance of the shares of common stock in this offering will be passed on
for us by Stradling Yocca Carlson &#038; Rauth, Santa Barbara, California. Joseph E. Nida, who is Of
Counsel at Stradling Yocca Carlson &#038; Rauth, is our corporate secretary.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements and schedule of Deckers Outdoor Corporation and
subsidiaries as of December&nbsp;31, 2005 and 2004, and for each of the years in the three-year period
ended December&nbsp;31, 2005, and
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-18-<!-- /Folio -->
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">management&#146;s assessment of the effectiveness of internal control over financial reporting as
of December&nbsp;31, 2005 have been incorporated by reference herein in reliance upon the reports of
KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because we are subject to the informational requirements of the Securities Exchange Act, we
file reports, proxy statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the public reference room maintained by the SEC
at the following address:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 40%">Public Reference Room<br>
100 F Street, N.E.<br>
Washington, D.C. 20549
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You may obtain information on the operation of the public reference room by calling the SEC at
(800)&nbsp;SEC-0330. In addition, we are required to file electronic versions of those materials with
the SEC through the SEC&#146;s EDGAR system. The SEC maintains a web site at http://www.sec.gov, which
contains reports, proxy statements and other information regarding registrants that file
electronically with the SEC.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the SEC a registration statement on Form S-8 under the Securities Act with
respect to the securities offered with this prospectus. This prospectus does not contain all of
the information in the registration statement, parts of which we have omitted, as allowed under the
rules and regulations of the SEC. You should refer to the registration statement for further
information with respect to us and our securities. Copies of the registration statement, including
exhibits, may be inspected without charge at the SEC&#146;s principal office in Washington, D.C., and
you may obtain copies from that office on payment of the fees prescribed by the SEC.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will furnish without charge to each person to whom a copy of this prospectus is delivered,
on written or oral request, a copy of the information that has been incorporated by reference into
this prospectus (except exhibits, unless they are specifically incorporated by reference into this
prospectus). You should direct any requests for copies to: Zohar Ziv, our Chief Financial Officer,
at 495-A South Fairview Avenue, Goleta, California 93117, telephone number (805)&nbsp;967-7611.
</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INFORMATION INCORPORATED BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to &#147;incorporate by reference&#148; in this prospectus the information that we
file with the SEC. This means that we can disclose important information by referring the reader
to those SEC filings. The information incorporated by reference is considered to be part of this
prospectus, and later information we file with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future filings made with the SEC
under Section&nbsp;13(a), 13(c), 14, or 15(d) of the Securities Exchange Act prior to the termination of
the offering:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Annual Report on Form 10-K for our fiscal year ended December&nbsp;31, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Quarterly Reports on Form 10-Q for the fiscal quarters ended March&nbsp;31, 2006,
June&nbsp;30, 2006 and September&nbsp;30, 2006;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Current Reports on Form 8-K filed with the SEC on January&nbsp;26, 2006; March&nbsp;10,
2006; March&nbsp;20, 2006; April&nbsp;7, 2006; April&nbsp;18, 2006; August&nbsp;8, 2006; September&nbsp;6, 2006;
and September&nbsp;28, 2006 (excluding those portions which are deemed furnished and not
filed pursuant to General Instruction B(2) of Form 8-K);</TD>
</TR>
<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of our common stock contained in our registration statement on Form
8-A filed with the SEC on September&nbsp;23, 1993, including any amendment or report filed
for the purpose of updating this description; and</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->-19-<!-- /Folio -->
</DIV>

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


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of the preferred stock purchase rights associated with our common
stock, contained in our registration statement on Form 8-A filed with the SEC on
February&nbsp;23, 1999, including any amendment or report filed for the purpose of updating
this description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may obtain copies of those documents from us, free of cost, by contacting us at the
address or telephone number provided in &#147;Where You Can Find More Information&#148; immediately above.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-20-<!-- /Folio -->
</DIV>

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

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents are hereby incorporated by reference into this registration statement:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s annual report on Form 10-K for the year
ended December&nbsp;31, 2005, filed on March&nbsp;9, 2006;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s quarterly reports on Form 10-Q for the quarters
ended March&nbsp;31, 2006, June&nbsp;30, 2006 and September&nbsp;30, 2006;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s current reports on Form 8-K filed on January&nbsp;26,
2006; March&nbsp;10, 2006; March&nbsp;20, 2006; April&nbsp;7, 2006; April&nbsp;18, 2006; August&nbsp;8, 2006;
September&nbsp;6, 2006; and September&nbsp;28, 2006 (excluding those portions which are deemed
furnished and not filed pursuant to General Instruction B(2) of Form 8-K);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), since the end of the fiscal year
convened by the annual report referred to in (a)&nbsp;above.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of the Registrant&#146;s common stock contained in the
Registrant&#146;s registration statement on Form 8-A filed with the SEC on September&nbsp;23,
1993, including any amendment or report filed for the purpose of updating this
description; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of the preferred stock purchase rights associated with the
Registrant&#146;s common stock, contained in the Registrant&#146;s registration statement on Form
8-A filed with the SEC on February&nbsp;23, 1999, including any amendment or report filed
for the purpose of updating this description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents subsequently filed by the Registrant 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 into this registration statement
and to be a part hereof from the date of filing of such documents. Any information that is
furnished in any document incorporated or deemed to be incorporated by reference herein, but that
is not deemed &#147;filed&#148; under the Securities Act or the Exchange Act, is not incorporated by
reference herein. Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for the purposes of
this registration statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-1<!-- /Folio -->
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Delaware General Corporate Law</I>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action, suit or proceeding
if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the person&#146;s conduct was unlawful. Section&nbsp;145
provides further that a corporation may indemnify any such person against expenses (including
attorneys&#146; fees) actually and reasonably incurred by the person in connection with the defense or
settlement of any action or suit by or in the right of the corporation, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification may be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit was brought
determines 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 Court of Chancery or such other court shall deem proper. To the extent that a
present or former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described in this paragraph, or in defense
of any claim, issue or matter therein, such person shall be indemnified against expenses (including
attorneys&#146; fees) actually and reasonably incurred by such person in connection therewith.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, Section&nbsp;102(b)(7) of the Delaware General Corporation Law allows a corporation to
eliminate or limit the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except liability for the following:
</DIV>

<DIV style="margin-top: 6pt">
<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="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any breach of their duty of loyalty to the corporation or its stockholders;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section&nbsp;174 of the Delaware General Corporation Law; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any transaction from which the director derived an improper personal benefit.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Registrant&#146;s certificate of incorporation contains provisions that limit the liability of its
directors for monetary damages to the fullest extent permitted by Delaware law.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s certificate of incorporation and bylaws provide that the Registrant shall
indemnify its directors and executive officers to the fullest extent now or hereafter permitted by
the Delaware General Corporation Law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Directors&#146; and Officers&#146; Liability Insurance</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law further provides that a corporation may
purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person and incurred by such person in any
such capacity, or arising out of such person&#146;s status as such, whether or not the corporation would
have the power to indemnify such person against such liability under Section&nbsp;145.
</DIV>

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

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s certificate of incorporation and bylaws permit the registrant to secure
insurance on behalf of any director, officer, employee or agent of the Registrant against any
liability which may be asserted against such person, regardless of whether the Registrant&#146;s bylaws
would otherwise permit indemnification.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has obtained a liability policy for its directors and officers as permitted by
the Delaware General Corporation Law which extends to, among other things, liability arising under
the Securities Act of 1933, as amended. The Registrant maintains an insurance policy pursuant to
which its directors and officers are insured, within the limits and subject to the limitations of
the policy, against specified expenses in connection with the defense of claims, actions, suits or
proceedings, and liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, that may be brought against them by reason of their being or having been directors or
officers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Indemnification Agreements</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has entered into indemnification agreements with each of its directors and
executive officers that may be broader than the specific indemnification provisions contained in
the Delaware General Corporation Law. These indemnification agreements require the Registrant,
among other things, to indemnify its directors and officers against liabilities that may arise by
reason of their status or service. These indemnification agreements also require the Registrant to
advance all expenses incurred by the directors and officers in investigating or defending any such
action, suit or proceeding. The Registrant believes that these agreements are necessary to attract
and retain qualified individuals to serve as directors and officers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See Index of Exhibits on page II-7.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned Registrant hereby undertakes:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) to include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) to reflect in the prospectus any facts or events arising after the effective date
of this 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 this 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; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) to include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports
</DIV>

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

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">filed with or furnished to the Commission 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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) That, for the purpose of determining any liability under the Securities Act, 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 <I>bona fide </I>offering thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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, as amended, each filing of the Registrant&#146;s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, that is incorporated by reference into 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 <I>bona fide </I>offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the indemnification provisions summarized in Item&nbsp;6, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange 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.
</DIV>

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

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

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 Goleta, State of California, on this 9th day of January,
2007.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">DECKERS OUTDOOR CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Angel R. Martinez
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Angel R. Martinez     &nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">President and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Angel R. Martinez and Zohar Ziv, and each of them acting or signing singly, with the
power to act as his true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, and in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration Statement, and any
and all registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, in connection with or related to the offering contemplated by this registration statement
and its amendments, if any, and to file any of the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the date indicated.
</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="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <FONT style="font-variant: SMALL-CAPS">Angel R. Martinez</FONT>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Angel R. Martinez
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">President and Chief Executive
Officer<BR>
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">January&nbsp;9, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <FONT style="font-variant: SMALL-CAPS">Zohar Ziv</FONT>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Zohar Ziv
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chief Financial Officer<BR>
(Principal Financial and Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">January&nbsp;9, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <FONT style="font-variant: SMALL-CAPS">Douglas B. Otto</FONT>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Douglas B. Otto
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chairman of the Board
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">January&nbsp;9, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <FONT style="font-variant: SMALL-CAPS">Gene E. Burleson</FONT>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Gene E. Burleson
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">January&nbsp;9, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <FONT style="font-variant: SMALL-CAPS">John M. Gibbons</FONT>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
John M. Gibbons
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">January&nbsp;9, 2007</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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

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

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <FONT style="font-variant: SMALL-CAPS">Rex A. Licklider</FONT>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Rex A. Licklider
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">January&nbsp;9, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <FONT style="font-variant: SMALL-CAPS">Daniel L. Terheggen</FONT>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Daniel L. Terheggen
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">January&nbsp;9, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ <FONT style="font-variant: SMALL-CAPS">John G. Perenchio</FONT>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
John G. Perenchio
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">January&nbsp;9, 2007</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ M<FONT style="font-variant: SMALL-CAPS">aureen Conners </FONT>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Maureen Conners
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">January&nbsp;9, 2007</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-6<!-- /Folio -->
</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" style="font-size: 10pt; margin-top: 18pt"><B>INDEX OF EXHIBITS</B>
</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="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="98%">&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">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description of Document</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<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">Amended and Restated Certificate of
Incorporation of Deckers Outdoor Corporation (Exhibit&nbsp;3.1 to the Registrant&#146;s Registration Statement on Form&nbsp;S-1, File No.
33-67248 and incorporated by reference herein)</TD>
</TR>
<TR>
    <TD>&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">Restated Bylaws of Deckers Outdoor Corporation (Exhibit&nbsp;3.2 to the Registrant&#146;s
Registration Statement on Form&nbsp;S-1, File No.&nbsp;33-47097 and incorporated by
reference herein)</TD>
</TR>
<TR>
    <TD>&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">Shareholder Rights Agreement, dated as of November&nbsp;12, 1998 (Exhibit&nbsp;10.39 to
the Registrant&#146;s Form&nbsp;10-Q for the period ended September&nbsp;30, 1998 and
incorporated by reference herein)</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of common stock certificate to (Exhibit&nbsp;4.1 to Amendment No.&nbsp;1 to the
Registrant&#146;s Registration Statement on Form&nbsp;S-1 filed with the Commission on
September&nbsp;23, 1993 and incorporated by reference herein).</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Stradling Yocca Carlson &#038; Rauth</TD>
</TR>
<TR>
    <TD>&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 KPMG LLP</TD>
</TR>
<TR>
    <TD>&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 Stradling Yocca Carlson &#038; Rauth (included in Exhibit&nbsp;5.1)</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on the signature page to this Registration Statement)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->II-7<!-- /Folio -->
</DIV>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "v26282sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 192370}]
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sv8
Table of Contents
As Filed with the Securities and Exchange Commission on January 9, 2007
Registration No.: 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DECKERS OUTDOOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
95-3015862
(I.R.S. Employer
Identification No.)
495A South Fairview Avenue
Goleta, California
(Address of Principal Executive Offices)
93117
(Zip Code)
2006 Equity Incentive Plan
(Full Title of the Plan)
Zohar Ziv
Chief Financial Officer
Deckers Outdoor Corporation
495A South Fairview Avenue
Goleta, California 93117
(Name and Address of Agent for Service)
(805) 967-7611
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Joseph E. Nida, Esq.
Stradling Yocca Carlson & Rauth
800 Anacapa Street, Suite A
Santa Barbara, CA 93101
(805) 564-0065
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Each Class of Securities to be
Amount to be
Offering Price Per
Aggregate Offering
Amount of
Registered
Registered (3)
Share (4)
Price (4)
Registration Fee
Common Stock, $0.01 par value per share (1)
1,995,600 shares
$
58.57
$
116,882,292.00
$
12,506.41
Common Stock, $0.01 par value per share (2)
4,400 shares
$
58.57
$
257,708.00
$
27.57
(1)
Consists of shares issuable under the 2006 Equity Incentive Plan (the "Plan") of Deckers Outdoor Corporation.
(2)
Consists of shares previously issued under the Plan that are being registered for resale by the holders thereof.
(3)
In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement
shall cover any additional securities that may from time to time be offered or issued under the adjustment
provisions of the employee benefit plan to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(4)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule
457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices of
the Registrant's common stock, as reported on the NASDAQ Global Select Market on January 4, 2007.
Table of Contents
EXPLANATORY NOTE
This Registration Statement registers both (i) 1,995,600 shares of common stock $0.01 par
value per share (the "Common Stock") to be offered and sold under the 2006 Equity Incentive Plan
(the "Plan") of Deckers Outdoor Corporation, a Delaware corporation (the "Company") and (ii) 4,400
shares of Common Stock (the "Reoffer Shares") issued on July 28, 2006 and December 28, 2006 under
the Plan to the Company's non-employee directors that are deemed to be "restricted securities"
under the Securities Act of 1933, as amended (the "Securities Act") which may be offered and sold
from time to time by such non-employee directors pursuant to the reoffer prospectus included
herewith. The Reoffer Shares consist of 800 shares of Common Stock awarded as director grants to
each of Gene Burleson, Rex Licklider, John Gibbons, Daniel Terheggen and John Perenchio, and 400
shares of Common Stock to Maureen Conners, which grants were exempt from registration in reliance
on Section 4(2) of the Securities Act.
This registration statement contains two parts. Pursuant to the Note to Part I of Form S-8,
the information specified by Part I relating to the Plan is not filed with the United States
Securities and Exchange Commission (the "Commission"), but documents containing such information
will be sent or given to employees, officers and directors as specified by Rule 428(b)(1) under the
Securities Act. Such documents are not being filed with the Commission but constitute (along with
the documents incorporated by reference in the registration statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Also included in Part I of this Form S-8 is a reoffer prospectus we have prepared in
accordance with Part I of Form S-3 under the Securities Act. The reoffer prospectus may be
utilized for reofferings and resales by the selling stockholders of up to 4,400 shares of our
common stock issued pursuant to the Plan, as described more fully in the reoffer prospectus.
Pursuant to General Instruction C of Form S-8, the reoffer prospectus may be used for reoffers or
resales of shares deemed to be "control securities" or "restricted securities" under the Securities
Act that have been acquired by the selling stockholders identified in the reoffer prospectus.
These securities may be reoffered and resold on a continuous or delayed basis in the future under
Rule 415 of the Securities Act. The number of shares included in the reoffer prospectus represents
the total number of shares that have been acquired by the selling stockholders and does not
necessarily represent a present intention to sell all or any of such shares.
Part II of this Form S-8 contains information required to be in the registration statement
pursuant to Part II of Form S-8.
-i-
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 (plan information
and registrant information) will be sent or given to participants in the Plan, as specified by Rule
428(b)(1) promulgated by the Commission pursuant to the Securities Act. These documents need not
be filed with the Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule 424 in accordance with the Note to Part I of
Form S-8. These documents, and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
-ii-
Table of Contents
REOFFER PROSPECTUS
Deckers Outdoor Corporation
4,400 Shares
Common Stock
($0.01 Par Value)
This is an offering of stock of Deckers Outdoor Corporation, or Deckers. This prospectus has
been prepared for use in connection with the proposed sales by the selling stockholders of an
aggregate of 4,400 shares acquired by the selling stockholders under the Company's 2006 Equity
Incentive Plan. All of the shares are being offered by the selling stockholders listed in the
section of this prospectus entitled "Selling Stockholders." We will not receive any of the
proceeds from the sale of the 4,400 shares being offered by the selling stockholders.
Our common stock trades on the NASDAQ Global Select Market under the symbol "DECK." On
January 8, 2007, the closing sales price for our common stock on the NASDAQ Global Select Market
was $57.58 per share.
Investment in our common stock involves a high degree of risk. Please carefully consider the
"Risk Factors" beginning on page 3 of this prospectus.
Neither the Securities and Exchange Commission, nor any state securities commission, has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 9, 2007.
TABLE OF CONTENTS
Prospectus Summary
1
Risk Factors
3
Use of Proceeds
15
Selling Stockholders
15
Plan of Distribution
17
Legal Matters
18
Experts
18
Where You Can Find More Information
19
Information Incorporated by Reference
19
EXHIBIT 5.1
EXHIBIT 23.1
You should rely only on the information contained in this prospectus or to which we have referred
you. We have not authorized anyone else to provide you with different information. This document
may be used only where it is legal to sell these securities. The information in this prospectus
may only be accurate on the date of this prospectus.
References to "we," "us," "our," "our company" and "Deckers" refer to Deckers Outdoor
Corporation and its subsidiaries, unless the context requires otherwise. Deckers owns and uses the
following trademarks: Teva
®
, UGG
®
, Simple
®
, Spider Rubber
®
, River Rubber
®
, Deckers
®
, Universal
Strapping System
TM
, Traction Rubber
TM
, Wraptor
TM
and Liquid
Frame
TM
.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this prospectus that are not statements of historical fact are forward-looking
statements. These statements relate to our future plans, objectives, expectations and intentions.
You may generally identify these statements by the use of words such as "expect," "anticipate,"
"intend," "plan" and similar expressions.
You should not place undue reliance on our forward-looking statements. Our actual results
could differ materially from those anticipated in these forward-looking statements as a result of
numerous risks and uncertainties that are beyond our control, including those we discuss in "Risk
Factors" and elsewhere in this prospectus, and in our other reports we file with the Securities and
Exchange Commission. The forward-looking statements in this prospectus speak only as of the date
of this prospectus, and you should not rely on these statements without also considering the risks
and uncertainties associated with these statements and our business.
Table of Contents
PROSPECTUS SUMMARY
Our Company
Overview
We are a leading designer, producer and brand manager of innovative, high-quality footwear and
the category creator in the sport sandal, luxury sheepskin, and sustainable footwear segments. Our
footwear is distinctive and appeals broadly to men, women and children. We sell our products
through quality domestic retailers and international distributors and directly to end-user
consumers through our consumer direct business. We sell our footwear in both the domestic market
and the international markets. Independent third parties manufacture all of our footwear. Our
primary objective is to build our footwear lines into global lifestyle brands with market
leadership positions.
We market our products under three proprietary brands:
Teva
. Teva is our outdoor lifestyle brand and the category creator of the outdoor sport
sandal segment. Teva was created in the 1980s to serve the demanding footwear needs of the
professional river guide community, and its authentic outdoor heritage and our commitment to
function and performance remain core elements of the Teva brand. As our core consumers' pursuits
have evolved, we have added new products to our line including slides, thongs, amphibious footwear,
trail running shoes, hiking boots and rugged closed-toe footwear.
UGG
. UGG is our luxury brand and the category creator in luxury sheepskin footwear. UGG
sheepskin boots gained recognition in the U.S. beginning in 1979 and were later adopted as a
favored brand by the California surf community. We acquired the brand in 1995 and have carefully
expanded our stylings in order to offer a luxurious and distinctive collection featuring top-grade
sheepskin. We carefully manage the distribution of our UGG line within high-end specialty and
department store retailers in order to best reach our target consumer and to preserve UGG's
positioning as a mid- to upper-price luxury brand.
Simple
. Simple is our moderately priced "anti-brand," serving the needs of a youthful,
irreverent consumer base seeking the comfort of athletic footwear but the styling of more
traditional, understated, "back-to-basics" footwear. Simple was launched in the early 1990s and
has been recently revised to focus on its successful legacy categories, including sandals, clogs
and casual athletic footwear. We also recently introduced our Green Toe line made of 100%
sustainable materials. Simple enables us to leverage our core footwear design and production
competencies in channels of distribution not served by Teva or UGG.
We sell our products globally in approximately 30 countries through 34 independent
distributors and domestically through a network of 45 independent sales representatives and seven
in-house sales representatives. In 2005, we sold approximately 8.8 million pairs of footwear to
approximately 1,500 retailers and distributors. We also sell our products through our consumer
direct business which includes our internet and catalog retailing operations as well as our retail
outlet stores. We acquired our internet and catalog retailing business in November 2002 as part of
the acquisition of Teva. In addition, we have opened three new retail outlet stores, one in
Camarillo, California, one in Wrentham, Massachusetts and one in Riverhead, New York along with our
existing store in Ventura, California. In addition, we opened our first UGG concept store in New
York City, New York. Based on the success of the existing stores, we currently expect to open one
additional retail outlet store in select premium outlet malls in the U.S. by the end of 2007, as
well as another UGG concept store in Beverly Hills, California and a Simple concept store in Santa
Barbara, California by the end of 2007.
Managing our internet business requires us to focus on generating internet traffic to our
websites, to effectively convert website visits into orders, and to maximize average order sizes.
We distribute approximately two million consumer brochures throughout the year to drive our catalog
order business. We plan to continue to grow this business through improved website features and
performance, increased marketing, European websites, and the trend of internet shopping becoming
more popular. Overall, our consumer direct business benefits from the strength of our brands and,
as we grow our brands over time, we expect this business to continue to be an important segment of
our business.
-1-
Table of Contents
Our net sales increased by 23.3%, from $214,787,000 in 2004 to $264,760,000 in 2005 and
our income from operations increased by 23.1%, from $42,462,000 in 2004 to $52,268,000 in 2005.
Net sales and income from operations for the nine months ended September 30, 2006, were
$180,047,000 and $30,230,000, respectively. For 2005, wholesale shipments of Teva, UGG and Simple
represented 30.4%, 56.8%, and 2.6%, respectively, of our total net sales. Wholesale shipments of
Teva, UGG and Simple represented 34.9%, 50.5% and 5.5%, respectively, of our total net sales for
the nine-month period ended September 30, 2006. Sales of each of our brands through our internet
and catalog retailing business are incremental to our wholesale shipments and generated 10.2% and
9.1% of total net sales in 2005 and for the nine months ended September 30, 2006, respectively.
Business Strategies
We seek to differentiate our brands by offering diverse product lines that emphasize
authenticity, functionality, quality and comfort tailored to a variety of activities and
demographic groups. Key elements of our business strategies are:
•
Build Leading Global Brands
.
Our mission is to build niche
footwear lines into global
brands with market leadership
positions. Our Teva, UGG and
Simple brands began as
footwear lines appealing to a
narrow core-enthusiast market
and have since been built
into substantial global
lifestyle brands. Across our
brands, our styles remain
true to each brand's heritage
but are selectively extended
over time to broaden our
appeal to men, women and
children seeking high
quality, comfortable styles
for everyday use.
•
Sustain Brand Authenticity
.
We believe our ability to
grow our brands, sustain
strong gross margins and
maintain strong market share
results, in part, from
consumer loyalty to the
heritage of our brands. We
support our brands through
sponsorship of professional
and amateur athletes, high
profile outdoor events and
targeted national advertising
campaigns to communicate the
performance features,
authenticity, fashion and
functionality of our
products.
•
Drive Demand Through
Innovation and Technical
Leadership
. We believe
innovation and technical
leadership distinguishes our
Teva and UGG products from
those of our competitors and
provides us with significant
competitive advantages. We
are committed to developing
innovative features and
styles for our existing
products and seek to extend
our technical leadership into
new footwear categories.
•
Maintain Efficient
Development and Production
Process
. We believe our
product development
capabilities enable us to
produce leading-edge footwear
on a timely and cost
effective basis. We maintain
on-site supervisory offices
in China and Macau that
enable us to carefully
monitor the production
process, from receipt of the
design brief to production of
final samples and shipment of
finished product.
Growth Strategy
Our growth will depend upon our success in broadening the products offered under each brand,
expanding domestic and international distribution, licensing our brand names and developing or
acquiring new brands. Specifically, we intend to:
•
Introduce New Categories and Styles under Existing
Brands
. We intend to increase our sales by developing
and introducing additional footwear products under our
existing brands that meet our high standards of
performance, practicality, authenticity, comfort and
quality.
•
Expand Domestic Distribution
. We believe that
significant opportunities exist to increase our sales
by expanding domestic distribution of our products.
We have identified a number of retailers that we
believe can offer selected styles while maintaining
the image and identity of our brands.
•
Expand International Distribution
. In 2005 and for
the nine months ended September 30, 2006, our
-2-
Table of Contents
international net sales totaled $35,273,000 and
$28,662,000, respectively, representing approximately
13.3% and 15.9%, respectively, of total net sales. We
believe significant opportunities exist to market our
products abroad, and we intend to selectively expand
their distribution worldwide.
•
Pursue Licensing of Brands in Complementary Product
Lines
. We are pursuing selective licensing of each of
our brand names in apparel and other complementary
product categories. We are developing these licensing
programs carefully to ensure that any licensed goods
remain consistent with our brands' heritage and image.
•
Build New Brands
. We intend to continue to identify,
develop or acquire, and build new brands. We believe
we can leverage our previous successes and build
entrepreneurial concepts into viable brands.
About Us
We are a Delaware corporation. Our headquarters is located at 495-A South Fairview Avenue,
Goleta, California 93117, and our telephone number is (805) 967-7611. Our website address is
www.deckers.com. Information on or incorporated into our website is not part of this prospectus.
The Offering
The selling stockholders listed in the section of this prospectus entitled "Selling
Stockholders" may offer and sell up to 4,400 shares of our common stock.
Under this prospectus, the selling stockholders may sell their shares of common stock in the
open market at prevailing market prices or in private transactions at negotiated prices. They may
sell the shares directly, or may sell them through underwriters, brokers or dealers. Underwriters,
brokers or dealers may receive discounts, concessions or commissions from the selling stockholders
or from the purchaser, and this compensation might be in excess of the compensation customary in
the type of transaction involved. See the section of this prospectus entitled "Plan of
Distribution."
We will not receive any proceeds from the potential sale of the 4,400 shares offered by the
selling stockholders.
RISK FACTORS
Investing in our common stock involves a high degree of risk. In deciding whether to invest
in our common stock, you should carefully consider the following risk factors in addition to the
other information contained in this prospectus and the information incorporated by reference in
this prospectus. If any of the following risks occur, our business, financial condition or results
of operations could be adversely affected. In that case, the value of our common stock could
decline and you may lose all or part of your investment
.
Risks Relating To Our Business
Our success depends on our ability to anticipate fashion trends.
Our success depends largely on the continued strength of our Teva, UGG and Simple brands and
on our ability to anticipate, understand and react to the rapidly changing fashion tastes of
footwear consumers and to provide appealing merchandise in a timely manner. Our products must
appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are
subject to rapid change. We are also dependent on customer receptivity to our products and
marketing strategy. There can be no assurance that consumers will continue to prefer our brands,
that we will respond quickly enough to changes in consumer preferences or that we will successfully
introduce new models and styles of footwear. Achieving market acceptance for new products also will
likely require us to exert substantial marketing and product development efforts and expend
significant funds to create consumer demand. A failure to introduce new products that gain market
acceptance would erode our competitive position,
-3-
Table of Contents
which would reduce our profits and could adversely affect the image of our brands, resulting
in long-term harm to our business.
Our UGG brand may not continue to grow at the same rate it has experienced in the recent past.
Our UGG brand has experienced strong growth over the past few years, with net wholesale sales
of UGG products having increased from $34,561,000 in 2003 to $150,279,000 in 2005, representing a
compound annual growth rate of 108.5%. We do not expect to sustain this growth rate in the future.
UGG may be a fashion item that could go out of style at any time. UGG represents a significant
portion of our business, and if UGG sales were to decline or to fail to increase in the future, our
overall financial performance could be adversely affected.
Our Teva brand may continue to decline at the same rate it has experienced in the recent past.
If our Teva sales continue to decline to a point that the fair value of our Teva reporting
unit does not exceed its carrying value, we may be required to write down the related intangible
assets and goodwill, causing us to incur an impairment charge. An impairment charge could
materially affect our consolidated financial position and results of operations. As of September
30, 2006, management feels a triggering event has not occurred, and therefore no impairment test is
necessary under the provisions of Statement of Financial Accounting Standards No. 142 "Goodwill and
Other Intangible Assets."
We may experience shortages of top grade sheepskin, which could interrupt product
manufacturing and increase product costs.
We depend on a limited number of key resources for sheepskin, the principal raw material for
our UGG products. In 2005, four suppliers provided all of the sheepskin purchased by our
independent manufacturers. The top grade sheepskin used in UGG footwear is in high demand and
limited supply. In addition, sheep are susceptible to hoof and mouth disease, which can result in
the extermination of an infected herd and could have a material adverse effect on the availability
of top grade sheepskin for our products. Additionally, the supply of sheepskin can be adversely
impacted by drought conditions. Our potential inability to obtain top grade sheepskin for UGG
products could impair our ability to meet our production requirements for UGG in a timely manner
and could lead to inventory shortages, which can result in lost potential sales, delays in
shipments to customers, strain on our relationships with customers and diminished brand loyalty.
Additionally, there have been significant increases in the prices of top grade sheepskin as the
demand for this material has increased. Any further price increases will likely raise our costs,
increase our costs of sales and decrease our profitability unless we are able to pass higher prices
on to our customers.
If we do not accurately forecast consumer demand, we may have excess inventory to liquidate or
have difficulty filling our customers' orders.
Because the footwear industry has relatively long lead times for design and production, we
must commit to production tooling and production volumes many months before consumer tastes become
apparent. The footwear industry is subject to fashion risks and rapid changes in consumer
preferences, as well as the effects of weather, general market conditions and other factors
affecting demand. Our large number of models, colors and sizes in our three product lines
exacerbates these risks. As a result, we may fail to accurately forecast styles and features that
will be in demand. If we overestimate demand for any products or styles, we may be forced to
liquidate excess inventories at a discount to customers, resulting in higher markdowns and lower
gross margins. Further, the excess inventories may prolong our cash flow cycle, resulting in
reduced cash flow and increased liquidity risks. Conversely, if we underestimate consumer demand
for any products or styles, we could have inventory shortages, which can result in lost potential
sales, delays in shipments to customers, strains on our relationships with customers and diminished
brand loyalty. This may be particularly true with regard to our UGG product line, which has
experienced strong consumer demand and rapid sales growth.
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We may not succeed in implementing our growth strategy.
As part of our growth strategy, we seek to enhance the positioning of our brands, extend our
brands into complementary product categories and markets through licensing, expand geographically
and improve our operational performance. We may not be able to successfully implement any or all of
these strategies. If we fail to do so, our rate of growth may slow or our results of operations may
decline, which in turn could have a negative effect on the value of our stock.
Our financial success is limited to the success of our customers.
Our financial success is directly related to the success of our customers and the willingness
of our customers to continue to buy our products. We do not have long-term contracts with any of
our customers. Sales to our customers are generally on an order-by-order basis and are subject to
rights of cancellation and rescheduling by our customers. If we cannot fill our customers' orders
in a timely manner, our relationships with our customers may suffer, and this could have a material
adverse effect on our business. Furthermore, if any of our major customers experiences a
significant downturn in its business, or fails to remain committed to our products or brands, then
these customers may reduce or discontinue purchases from us, which could have a material adverse
effect on our business, results of operations and financial condition.
Certain of our customers account for a significant portion of our sales and the loss of one or
more of these key customers would significantly reduce our sales.
Our five largest customers accounted for approximately 27.0% of net sales in 2005 and 25.2% of
net sales in 2004. Our single largest customer accounted for 15.8% of net sales in 2005 and 14.1%
in 2004. Any potential loss of a key customer, or a significant reduction in sales to a key
customer, could have a material adverse effect on our business, results of operations and financial
condition.
Establishing and protecting our trademarks, patents and other intellectual property is costly
and difficult. If our efforts to do so are unsuccessful, the value of our brands could suffer.
We believe that our trademarks and other intellectual property rights are of value and are
integral to our success and our competitive position. Some countries' laws do not protect
intellectual property rights to the same extent as do U.S. laws. From time to time, we discover
products in the marketplace that infringe upon our trademark, patent, copyright and other
intellectual property. If we are unsuccessful in challenging a third party's products on the basis
of patent and trade dress rights, continued sales of such competing products by third parties could
adversely impact our business, financial condition and results of operations. If our brands are
associated with competitors' inferior products, this could also adversely affect the integrity of
our brands. Furthermore, our efforts to enforce our trademark and other intellectual property
rights are typically met with defenses and counterclaims attacking the validity and enforceability
of our trademark and other intellectual property rights. Similarly, from time to time we may be
the subject of litigation challenging our ownership of intellectual property. Loss of our Teva,
UGG or Simple trademark, patent or other intellectual property rights could have a material adverse
effect on our business.
We may lose pending litigation and the rights to certain of our intellectual property.
We are currently involved in several disputes, including cases pending in U.S. federal and
foreign courts and in foreign trademark offices, regarding infringement by third parties of our
trademarks, trade dress, copyrights, patents and other intellectual property and the validity of
our intellectual property. Any decision or settlement in any of these disputes that renders our
intellectual property invalid or unenforceable, or that allows a third party to continue to use our
intellectual property in connection with products that are similar to ours could have an adverse
effect on our sales and on our intellectual property, which could have a material adverse effect on
our results of operations and financial condition.
Counterfeiting of our brands can divert sales and damage our brand image.
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Our brands and designs are constantly at risk for counterfeiting and infringement of our
intellectual property rights, and we frequently find counterfeit products and products that
infringe on our intellectual property rights in our markets as well as domain names that use our
trade names or trademarks without our consent. We have not always been successful, particularly in
some foreign countries, in combating counterfeit products and stopping infringement of our
intellectual property rights. Counterfeit and infringing products not only cause us to lose
significant sales, but also can harm the integrity of our brands by associating our trademarks or
designs with lesser quality or defective goods.
In particular, we are experiencing more infringers of our UGG trademark and more counterfeit
products seeking to benefit from the consumer demand for our UGG products. Enforcement of our
rights to the UGG trademarks faces many challenges due in part to the proliferation of the term UGG
in third party domain names that promote counterfeit products or otherwise use the trademark UGG
without our permission. In spite of our enforcement efforts, we expect such unauthorized use to
continue, which could result in a loss of sales for authorized UGG products and a diminution in the
goodwill associated with the UGG trademarks.
As our patents expire, our competitors will be able to copy our technology or incorporate it
in their products without paying royalties.
Patents generally have a life of 20 years from filing, and some of our patents will expire in
the next few years. For example, the patent for our Universal Strapping System used in many of our
Teva sandals will expire in September 2007. Our Universal Strapping System is currently used in
many of our Teva sandals. Once patent protection has expired, our competitors can copy our products
or incorporate our innovations in their products without paying royalties. To combat this, we must
continually create new designs and technology, obtain patent protection and incorporate the new
technology or design in our footwear. We cannot provide assurance that we will be able to do so.
Sales of our Teva sandals may decline significantly if we incorporate substitute technologies in
lieu of our Universal Strapping System for our Teva sandals.
If our customers cancel existing orders, we may have excess inventory; if customers postpone
delivery of existing orders to future periods, we may not achieve sales and earnings targets for
the period, which could have a negative impact on our stock price.
We receive customer orders and indications of future orders, which we use to determine which
inventory items to purchase. We also use the timing of delivery dates in our customer orders to
forecast our sales and earnings for future periods. If our customers cancel existing orders, it
may result in lower sales, as well as excess inventories that could lead to inventory write-downs
and closeouts, resulting in lower gross margins. The excess inventories could also have a negative
impact on our cash flow. If customers postpone delivery of their orders, we may not achieve our
expected sales and earnings forecasts for the period, which could have a negative impact on our
stock price.
Because we depend on independent manufacturers, we face challenges in maintaining a continuous
supply of goods that meet our quality standards.
We use independent manufacturers to produce all of our products, with the majority of the
production occurring among five manufacturers in China. We depend on these manufacturers' ability
to finance the production of goods ordered and to maintain manufacturing capacity. The
manufacturers in turn depend upon their suppliers of raw materials. We do not exert direct control
over either the independent manufacturers or their raw materials suppliers, so we may be unable to
obtain timely delivery of acceptable products.
In addition, we do not have long-term contracts with these independent manufacturers, and any
of them may unilaterally terminate their relationship with us at any time or seek to increase the
prices they charge us. As a result, we are not assured of an uninterrupted supply of products of an
acceptable quality from our independent manufacturers. If there is an interruption, we may not be
able to substitute suitable alternative manufacturers because substitutes may not be available or
they may not be able to provide us with products or services of a comparable quality, at an
acceptable price or on a timely basis. If a change in our independent manufacturers becomes
necessary, we would likely experience increased costs, as well as substantial disruption of our
business and a resulting loss of sales.
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Similarly, if we experience a significant increase in demand and a manufacturer is unable to
ship orders of our products in accordance with our timing demands and our quality standards, we
could miss customer delivery date requirements. This in turn could result in cancellation of
orders, customer refusals of shipments or a reduction in selling prices, any of which could have a
material adverse effect on our sales and financial condition. We compete with other companies for
the production capacity and the import quota capacity of our manufacturers. Accordingly, our
independent manufacturers may not produce and ship some or all of any orders placed by us.
If raw materials do not meet our specifications or if the prices of raw materials increase, we
could experience a high return rate, a loss of sales or a reduction in our gross margins.
Our independent manufacturers use various raw materials in the manufacture of our footwear
that must meet our specifications generally and, in some cases, additional technical requirements
for performance footwear. If these raw materials and the end product do not perform to our
specifications or consumer satisfaction, we could experience a higher rate of customer returns and
a diminution in the image of our brands, which could have a material adverse effect on our
business, financial condition and results of operations.
There may be significant increases in the prices of the raw materials used in our footwear,
which would increase the cost of our products from our independent manufacturers. Our gross profit
margins are adversely affected to the extent that the selling prices of our products do not
increase proportionately with increases in their costs. Any significant unanticipated increase in
the prices of raw materials could materially affect our results of operations. No assurances can be
given that we will be protected from future changes in the prices of such raw materials.
The costs of production and transportation of our products can increase as petroleum and other
energy prices rise.
The manufacture and transportation of our products requires the use of petroleum-based
materials and energy costs. Any future increases in the costs of these materials and energy
sources will increase the cost of our goods which will reduce our gross margin unless we can
successfully raise our selling prices to compensate for the increased costs.
Our independent manufacturers are located outside the U.S., where we are subject to the risks
of international commerce.
All of our current third party manufacturers are in the Far East, New Zealand and Australia
with substantially all production performed by five manufacturers in China. Foreign manufacturing
is subject to numerous risks, including the following:
•
tariffs, import and export controls and other non-tariff barriers such as quotas and
local content rules, including the potential threat of anti-dumping duties and quotas
which may be imposed by the European Union on the import of certain types of footwear
from China;
•
increasing transportation costs due to energy prices or other factors;
•
poor infrastructure and shortages of equipment, which can delay or interrupt
transportation and utilities;
•
foreign currency fluctuations;
•
restrictions on the transfer of funds;
•
changing economic conditions;
•
changes in governmental policies;
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•
environmental regulations;
•
labor unrest, which can lead to work stoppages and interruptions in transportation or supply;
•
shipping delays, including those resulting from labor issues, work stoppages or
other delays at the port of entry or port of departure;
•
political unrest, which can interrupt commerce and make travel dangerous; and
•
expropriation and nationalization.
In particular, because most of our products are manufactured in China, adverse change in trade
or political relations with China or political instability in the Far East could severely interfere
with the manufacture of our products and could materially adversely affect our results of
operations. Uncertainty regarding the short-term and long-term effects of the severe acute
respiratory syndrome, or SARS, and the outbreak of avian influenza in China and elsewhere in the
Far East could disrupt the manufacture and transportation of our products, which would harm our
results of operations.
We are also subject to general risks associated with managing foreign operations effectively
and efficiently from the U.S. and understanding and complying with local laws, regulations and
customs in foreign jurisdictions. These factors and the failure to properly respond to them could
make it difficult to obtain adequate supplies of quality products when we need them, resulting in
reduced sales and harm to our business.
Our business could suffer if our independent manufacturers, designated suppliers or our
licensees violate labor laws or fail to conform to our ethical standards.
We require our independent contract manufacturers, designated suppliers and our licensees to
meet our standards for working conditions, environmental compliance, human rights and other matters
before we are willing to place business with them. We do not control our independent manufacturers,
designated suppliers or their respective labor practices. If one of our independent contract
manufacturers or designated suppliers violates our labor standards by, for example, using
convicted, forced or indentured labor or child labor, fails to pay compensation in accordance with
local law or fails to operate its factories in compliance with local safety or environmental
standards, we likely would immediately cease dealing with that manufacturer or supplier, and we
could suffer an interruption in our product supply chain. In addition, the manufacturers' or
designated suppliers' actions could damage our reputation and the value of our brands, resulting in
negative publicity and discouraging customers and consumers from buying our products.
Similarly, we do not control our licensees or any of their suppliers or their respective labor
practices. If one of our licensees violates our labor standards or local laws, we would immediately
terminate the license agreement, which would reduce our license revenue. In addition, the
licensee's actions could damage our reputation and the value of our brands. We also may not be able
to replace the licensee.
If our licensing partners are unable to meet our expectations regarding the quality of their
products or the conduct of their business, the value of our brands could suffer.
One element of our growth strategy depends on our ability to successfully enter into and
maintain license agreements with manufacturers and distributors of products in complementary
categories. We will be relying on our licensees to maintain our standards with their manufacturers
in the future, and any failure to do so could harm our reputation and the value of the licensed
brand. The interruption of the business of any one of our material licensing partners due to any of
the factors discussed immediately below could also adversely affect our future licensing sales and
net income. The risks associated with our own products will also apply to our licensed products in
addition to any number of possible risks specific to a licensing partner's business, including, for
example, risks associated with a particular licensing partner's ability to:
•
obtain capital;
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•
manage manufacturing and product sourcing activities;
•
manage labor relations;
•
maintain relationships with suppliers;
•
manage credit risk effectively; and
•
maintain relationships with customers.
Our licensing agreements generally do not preclude our licensing partners from offering, under
other brands, products similar to those covered by their license agreements with us, which could
reduce the sales of our licensed products. In addition, if we cannot replace existing licensing
partners who fail to perform adequately, our net sales, both directly from reduced licensing
revenue and indirectly from reduced sales of our other products, will suffer.
If our brand managers cannot properly manage the licensees of their respective brands, our
growth strategy could be impaired.
Our growth strategy and future profits depend upon each of our brand managers finding and
successfully managing licensees for each of their respective brands. Our brand managers may not be
able to successfully implement the licensing aspect of our growth strategy and develop and manage
profitable license arrangements. We compete for opportunities to license our brands with other
companies who have greater resources than we do and who may have more valuable brands and more
licensing experience than we do. As a result, even if we do identify a suitable licensee, we may
lose the opportunity to a competitor. Our brand managers' failure to execute our licensing strategy
successfully could negatively impact our results of operations.
We may be unable to successfully identify, develop or acquire, and build new brands.
We intend to continue to focus on identifying, developing or acquiring and building new
brands. Our search may not yield any complementary brands, and even if we do find a suitable brand
we may not be able to obtain sufficient financing to fund the development or acquisition of the
brand. We may not be able to successfully integrate the management of a new brand into our existing
operations, and we cannot assure you that any developed or acquired brand will achieve the results
we expect. We compete with other companies who have greater resources than we do for the
opportunities to license brands or buy other brands. As a result, even if we do identify a suitable
license or acquisition, we may lose the opportunity to a competitor who offers a more attractive
price. In such event, we may incur significant costs in pursuing a license or an acquisition
without success.
Our quarterly sales and operating results may fluctuate in future periods, and if we fail to
meet expectations the price of our common stock may decline.
Our quarterly sales and operating results have fluctuated significantly in the past and are
likely to do so in the future due to a number of factors, many of which are not within our control.
If our quarterly sales or operating results fall below the expectations of investors or securities
analysts, the price of our common stock could decline substantially. Factors that might cause
quarterly fluctuations in our sales and operating results include the following:
•
variation in demand for our products, including variation due to changing consumer
tastes and seasonality;
•
our ability to develop, introduce, market and gain market acceptance of new products
and product enhancements in a timely manner;
•
our ability to manage inventories, accounts receivable and cash flows;
•
our ability to control costs;
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•
the size, timing, rescheduling or cancellation of orders from customers;
•
the introduction of new products by competitors;
•
the availability and reliability of raw materials used to manufacture our products;
•
changes in our pricing policies or those of our independent manufacturers and
competitors, as well as increased price competition in general;
•
the mix of our domestic and international sales, and the risks and uncertainties
associated with our international business;
•
our ability to forecast future sales and operating results and subsequently attain them;
•
developments concerning the protection of our intellectual property rights; and
•
general global economic and political conditions, including international conflicts
and acts of terrorism.
In addition, our expenses depend, in part, on our expectations regarding future sales. In
particular, we expect to continue incurring substantial expenses relating to the marketing and
promotion of our products. Since many of our costs are fixed in the short term, if we have a
shortfall in sales, we may be unable to reduce expenses quickly enough to avoid losses.
Accordingly, you should not rely on quarter-to-quarter comparisons of our operating results as an
indication of our future performance.
Loss of the services of our key personnel could adversely affect our business.
Our future success and growth depend on the continued services of our Chief Executive Officer
and our senior executives as well as other key officers and employees. The loss of the services of
any of these individuals or any other key employee could materially affect our business. Our
future success depends on our ability to identify, attract and retain additional qualified
personnel and to identify and hire suitable replacements for departing employees in key positions
on a timely basis. Competition for employees in our industry is intense and we may not be
successful in attracting or retaining them.
We conduct business outside the U.S., which exposes us to foreign currency and other risks.
Our products are manufactured outside the U.S., and our independent manufacturers procure most
of their supplies outside the U.S. We sell our products in the U.S. and internationally. Although
we pay for the purchase and manufacture of our products primarily in U.S. dollars and we sell our
products primarily in U.S. dollars, we are routinely subject to currency rate movements on non-U.S.
denominated assets, liabilities and income since our foreign distributors sell in local currencies,
which impacts the price to foreign customers. We currently do not use currency hedges since
substantially all our transactions are in U.S. dollars. Future changes in foreign currency exchange
rates may cause changes in the dollar value of our purchases or sales and materially affect our
results of operations.
The People's Republic of China has recently revalued its currency and abandoned its peg to the
U.S. dollar. We currently source substantially all production from China. While our purchases
from the Chinese factories are currently denominated in U.S. dollars, certain operating and
manufacturing costs of the factories are denominated in the Chinese currency. As a result, this
change or any further revaluations in the Chinese currency versus the U.S. dollar could impact our
purchase prices from the factories in the event that they adjust their selling prices accordingly.
Any increase in our footwear purchase costs will reduce our gross margin unless we are able to
raise our selling prices to our customers in order to compensate for the increased costs.
Our most popular products are seasonal, and our sales are sensitive to weather conditions.
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Sales of our products, particularly those under the Teva and UGG brands, are highly seasonal
and are sensitive to weather conditions. Extended periods of unusually cold weather during the
spring and summer can reduce demand for Teva footwear. Likewise, unseasonably warm weather during
the fall and winter months may reduce demand for our UGG products. The effect of favorable or
unfavorable weather on sales can be significant enough to affect our quarterly results, with a
resulting effect on our common stock price.
We depend on independent distributors to sell our products in international markets.
We sell our products in international markets through independent distributors. If a
distributor fails to meet annual sales goals, it may be difficult and costly to locate an
acceptable substitute distributor. If a change in our distributors becomes necessary, we may
experience increased costs, as well as substantial disruption and a resulting loss of sales.
Our sales in international markets are subject to a variety of laws and political and economic
risks that may adversely impact our sales and results of operations in certain regions.
Our ability to capitalize on growth in new international markets and to maintain the current
level of operations in our existing international markets is subject to risks associated with
international sales operations. These include:
•
changes in currency exchange rates which impact the price to international consumers;
•
the burdens of complying with a variety of foreign laws and regulations;
•
unexpected changes in regulatory requirements; and
•
the difficulties associated with promoting products in unfamiliar cultures.
We are also subject to general political and economic risks in connection with our
international sales operations, including:
•
political instability;
•
changes in diplomatic and trade relationships; and
•
general economic fluctuations in specific countries or markets.
Any of the abovementioned factors could adversely affect our sales and results of operations
in international markets.
International trade regulations may impose unexpected duty costs or other non-tariff barriers
to markets while the increasing number of free trade agreements has the potential to stimulate
increased competition; security procedures may cause significant delays.
Products manufactured overseas and imported into the U.S. and other countries are subject to
import duties. While we have implemented internal measures to comply with applicable customs
regulations and to properly calculate the import duties applicable to imported products, customs
authorities may disagree with our claimed tariff treatment for certain products, resulting in
unexpected costs that may not have been factored into the sales price of the products.
We cannot predict whether future domestic laws, regulations or trade remedy actions or
international agreements may impose additional duties or other restrictions on the importation of
products from one or more of our sourcing venues. Such changes could increase the cost of our
products, require us to withdraw from certain restricted markets or change our business methods,
and could generally make it difficult to obtain products of our customary quality at a desired
price. Meanwhile, the continued negotiation of bilateral and multilateral free trade
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agreements by the U.S. and our other market countries with countries other than our principal
sourcing venues may stimulate competition from manufacturers in these other sourcing venues, which
now export, or may seek to export, footwear to our market countries at preferred rates of duty,
though we are uncertain precisely what effect these new agreements may have on our operations.
The European Union is currently considering imposing anti-dumping duties and quotas on
importations of certain types of footwear from China. Any increase in duties or the requirement
for quotas will increase the cost of our products and may limit the amount of China-sourced
products that we are able to sell to the European market. Because the vast majority of our
footwear is currently produced in China, the imposition of anti-dumping duties or quotas on
products manufactured in China will have a negative impact on our sales and gross margin in the
European market.
Finally, the increased threat of terrorist activity and the law enforcement responses to this
threat have required greater levels of inspection of imported goods and have caused delays in
bringing imported goods to market. Any tightening of security procedures, for example, in the
aftermath of a terrorist incident, could worsen these delays.
We depend on our computer and communications systems.
We extensively utilize computer and communications systems to operate our internet and catalog
business and manage our internal operations. Any interruption of this service from power loss,
telecommunications failure, failure of our computer system, failure due to weather, natural
disasters or any similar event could disrupt our operations and result in lost sales. In addition,
hackers and computer viruses have disrupted operations at many major companies. We may be
vulnerable to similar acts of sabotage, which could have a material adverse effect on our business
and operations.
We rely on our management information systems to operate our business and to track our
operating results. Our management information systems will require modification and refinement as
we grow and our business needs change. If we experience a significant system failure or if we are
unable to modify our management information systems to respond to changes in our business needs,
then our ability to properly run our business could be adversely affected.
Risks Related to Our Industry
Because the footwear market is sensitive to decreased consumer spending and slow economic
cycles, if general economic conditions deteriorate many of our customers may significantly reduce
their purchases from us or may not be able to pay for our products in a timely manner.
The footwear industry historically has been subject to cyclical variation and decline in
performance when consumer spending decreases or softness appears in the retail market. Many factors
affect the level of consumer spending in the footwear industry, including:
•
general business conditions;
•
interest rates;
•
the availability of consumer credit;
•
weather;
•
taxation; and
•
consumer confidence in future economic conditions.
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Consumer purchases of discretionary items, including our products, may decline during
recessionary periods and also may decline at other times when disposable income is lower. A
downturn in economies where our licensing partners or we sell products, whether in the U.S. or
abroad, may reduce sales.
In addition, we extend credit to our customers based on an evaluation of each customer's
financial condition. Many retailers, including some of our customers, have experienced financial
difficulties during the past several years, thereby increasing the risk that such customers may not
be able to pay for our products in a timely manner. Our bad debt expense may increase relative to
net sales in the future. Any significant increase in our bad debt expense relative to net sales
would adversely impact our net income and cash flow and could affect our ability to pay our own
obligations as they become due.
We face intense competition, including competition from companies with significantly greater
resources than ours, and if we are unable to compete effectively with these companies, our market
share may decline and our business could be harmed.
The footwear industry is highly competitive, and the recent growth in the market for sport
sandals, casual footwear and other products manufactured by our licensees has encouraged the entry
of many new competitors into the marketplace as well as increased competition from established
companies. A number of our competitors have significantly greater financial, technological,
engineering, manufacturing, marketing and distribution resources than we do, as well as greater
brand awareness in the footwear market. Our competitors include athletic and footwear companies,
branded apparel companies and retailers with their own private labels. Their greater capabilities
in these areas may enable them to better withstand periodic downturns in the footwear industry,
compete more effectively on the basis of price and production and more quickly develop new
products. In addition, access to offshore manufacturing has made it easier for new companies to
enter the markets in which we compete, further increasing competition in the footwear industry.
Additionally, efforts by our competitors to dispose of their excess inventories may
significantly reduce prices that we can expect to receive for the sale of our competing products
and may cause our customers to shift their purchases away from our products.
We believe that our ability to compete successfully depends on a number of factors, including
the quality, style and authenticity of our products and the strength of our brands, as well as many
factors beyond our control. Maintaining our competitiveness depends on our ability to defend our
products from infringement, our continued ability to anticipate and react to consumer tastes and
our continued ability to deliver quality products at an acceptable price. If we fail to compete
successfully in the future, our sales and profits will decline, as will the value of our business,
financial condition and common stock.
Consolidations, restructurings and other ownership changes in the retail industry could affect
the ability of our wholesale customers to purchase and market our products.
In the future, retailers in the U.S. and in foreign markets may undergo changes that could
decrease the number of stores that carry our products or increase the concentration of ownership
within the retail industry, including:
•
consolidating their operations;
•
undergoing restructurings;
•
undergoing reorganizations; or
•
realigning their affiliations.
These consolidations could result in a shift of bargaining power to the retail industry and in
fewer outlets for our products. Further consolidations could result in price and other competition
that could reduce our margins and our net sales.
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Risks Relating to Our Common Stock
Our publicly-filed SEC reports are reviewed by the SEC from time to time and any significant
changes required as a result of any such review may result in material liability to us and have a
material adverse impact on the trading price of our common stock.
The reports of publicly-traded companies are subject to review by the SEC from time to time
for the purpose of assisting companies in complying with applicable disclosure requirements and to
enhance the overall effectiveness of companies' public filings, and comprehensive reviews of such
reports are now required at least every three years under the Sarbanes-Oxley Act of 2002. SEC
reviews may be initiated at any time. While we believe that our previously filed SEC reports
comply, and we intend that all future reports will comply in all material respects with the
published rules and regulations of the SEC, we could be required to modify or reformulate
information contained in prior filings as a result of an SEC review. Any modification or
reformulation of information contained in such reports could be significant and result in material
liabilities to us and have a material adverse impact on the trading price of our common stock.
Our common stock price has been volatile, which could result in substantial losses for
stockholders.
Our common stock is traded on the NASDAQ Global Select Market. While our average daily
trading volume for the 52-week period ended December 28, 2006 was approximately 320,000 shares, we
have experienced more limited volume in the past and may do so in the future. The trading price of
our common stock has been and may continue to be volatile. The closing prices of our common stock,
as reported by the NASDAQ Global Select Market, have ranged from $27.62 to $60.31 for the 52 week
period ended December 28, 2006. The trading price of our common stock could be affected by a
number of factors, including, but not limited to the following:
•
changes in expectations of our future performance;
•
changes in estimates by securities analysts (or failure to meet such estimates);
•
quarterly fluctuations in our sales and financial results;
•
broad market fluctuations in volume and price; and
•
a variety of risk factors, including the ones described elsewhere in this report and
our Annual Report on Form 10-K.
Accordingly, the price of our common stock is volatile and any investment in our securities is
subject to risk of loss.
Anti-takeover provisions or our certificate on incorporation, bylaws, stockholder rights plan
and Delaware law could prevent or delay a change in control of our company, even if such change of
control would benefit our stockholders.
Provisions of our certificate of incorporation and bylaws, as well as provisions of Delaware
law, could discourage, delay or prevent a merger, acquisition or other change in control of our
company, even if such a change in control might benefit our stockholders. These provisions could
also discourage proxy contests and make it more difficult for you and other stockholders to elect
directors and take other corporate actions. As a result, these provisions could limit the price
that investors are willing to pay in the future for shares of our common stock. The provisions
might also discourage a potential acquisition proposal or tender offer, even if the acquisition
proposal or tender offer is at a price above the then current market price for our common stock.
These provisions include the following:
•
beginning at the 2007 Annual Meeting of Stockholders, the board of directors will be
elected to a one-year term;
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•
authorization of "blank check" preferred stock, which our board of directors could
issue with provisions designed to thwart a takeover attempt;
•
limitations on the ability of stockholders to call special meetings of stockholders;
•
a prohibition against stockholder action by written consent and a requirement that
all stockholder actions be taken at a meeting of our stockholders; and
•
advance notice requirements for nominations for election to our board of directors
or for proposing matter that can be acted upon by stockholder meetings.
We adopted a stockholder rights plan in 1998 under a stockholder rights agreement intended to
protect stockholders against unsolicited attempts to acquire control of our company that do not
offer what our board of directors believes to be an adequate price to all stockholders or that our
board of directors otherwise opposes. As part of the plan, our board of directors declared a
dividend that resulted in the issuance of one preferred share purchase right for each outstanding
share of our common stock. Unless extended, the preferred share purchase rights will terminate on
November 11, 2008. If a bidder proceeds with an unsolicited attempt to purchase our stock and
acquires 20% or more (or announces its intention to acquire 20% or more) of our outstanding common
stock, and the board of directors does not redeem the preferred stock purchase right, the right
will become exercisable at a price that significantly dilutes the interest of the bidder in our
common stock.
The effect of the stockholder rights plan is to make it more difficult to acquire our company
without negotiating with the board of directors. However, the stockholder rights plan could
discourage offers even if made at a premium over the market price of our common stock, and even if
the stockholders might believe the transaction would benefit them.
In addition, we are subject to Section 203 of the Delaware General Corporation Law, which
limits business combination transactions with 15% or greater stockholders that our board of
directors has not approved. These provisions and other similar provisions make it more difficult
for a third party to acquire us without negotiation with our board of directors. These provisions
apply even if some stockholders would consider the transaction beneficial.
USE OF PROCEEDS
We will not receive any proceeds from the sale of up to 4,400 shares of our common stock being
offered by the selling stockholders.
SELLING STOCKHOLDERS
The following table lists the number of shares of our common stock registered for sale by the
selling stockholders under this prospectus. It also shows the total number of shares of common
stock owned by each of the selling stockholders before and after the offering, and the percentage
of our total outstanding shares represented by these amounts. The table assumes that the selling
stockholders will sell all of the common stock being offered by this prospectus for their account.
However, the selling stockholders have no obligation to sell any of their shares, so we cannot
determine the exact number of shares they actually will sell.
The selling stockholders were each awarded 400 shares as director grants on July 28, 2006
(except for Maureen Conners) and were each awarded 400 shares on December 28, 2006 also as director
grants, which grants were exempt from registration in reliance on Section 4(2) of the Securities
Act.
The table is based on information provided by the selling stockholders, and does not
necessarily indicate beneficial ownership for any other purpose. The number of shares of common
stock beneficially owned by the selling stockholders is determined in accordance with the rules of
the SEC. The term "selling stockholders" includes the stockholders listed below and their
respective transferees, assignees, pledgees, donees or other successors. The percent of beneficial
ownership for the selling stockholders is based on 12,588,188 shares of common stock outstanding as
of December 28, 2006.
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Percent of
Percent of
Number of Shares of
Outstanding Shares
Number of Shares of
Outstanding Shares
Common Stock
of Common Stock
Number of Shares of
Common Stock
of Common Stock
Beneficially Owned
Beneficially Owned
Common Stock to be
Beneficially Owned
Beneficially Owned
Name of
Prior to
Prior to
Offered Pursuant to
After the
After the
Selling Stockholder (3)
Offering (1)
Offering (1)
this Prospectus
Offering (2)
Offering (2)
Gene E. Burleson
57,539
*
800
56,739
*
Rex A. Licklider (4)
219,508
1.7
%
800
218,708
1.7
%
John M. Gibbons (5)
13,629
*
800
12,829
*
Daniel L. Terheggen
3,871
*
800
3,071
*
John G. Perenchio
13,600
*
800
12,800
*
Maureen Conners
400
*
400
0
*
*
Percentage of shares beneficially owned does not exceed 1% of the class so owned.
(1)
The number and percentage of shares beneficially owned is determined in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, the
number of shares beneficially owned includes any shares as to which a person has sole or
shared voting power or investment power. Shares that a person has the right to acquire within
60 days of the date of this prospectus are included in the shares owned by that person and are
treated as outstanding for purposes of calculating the ownership percentage of that person,
but not for any other person.
(2)
Assumes that all shares being offered by the selling stockholders under this prospectus are
sold, that the selling stockholders acquire no additional shares of common stock before the
completion of this offering, and that the selling stockholders dispose of no shares of common
stock other than those offered under this prospectus.
(3)
The address of each selling stockholder is 495-A South Fairview Avenue, Goleta, California
93117. Unless otherwise noted, the Company believes that each individual or entity named has
sole investment and voting power with respect to shares of Common Stock indicated as
beneficially owned by them, subject to community property laws, where applicable.
(4)
Includes 219,508 shares held by the Licklider Living Trust as to which Mr. Licklider has
joint voting and investment power.
(5)
Includes 13,629 shares held by the Gibbons Living Trust as to which Mr. Gibbons has joint
voting and investment power.
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PLAN OF DISTRIBUTION
The selling stockholders and their respective successors, including their transferees,
pledgees or donees, may sell the shares covered by this prospectus from time to time for their own
account. They will act independently of us in making decisions regarding the timing, manner and
size of each sale. They may sell their shares on the NASDAQ Global Select Market or other
exchanges, in the over-the-counter market or in privately negotiated transactions. They may sell
their shares directly or through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, concessions, or commissions from the selling stockholders or
from the purchasers of the shares. The compensation received by a particular underwriter, broker,
dealer or agent might exceed customary commissions.
The shares of common stock may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at prices related to the prevailing market prices, at
varying prices determined at the time of sale, or at negotiated prices.
The selling stockholders may sell their shares through any of the following methods or any
combination of these methods:
•
purchases by a broker or dealer as a principal and resale by that broker or dealer
for its own account under this prospectus;
•
ordinary brokerage transactions and transactions in which the broker solicits
purchasers, which may include long or short sales made after the effectiveness of the
registration statement of which this prospectus is a part;
•
cross trades or block trades in which the broker or dealer engaged to make the sale
will attempt to sell the securities as an agent, but may position and resell a portion
of the block as a principal to facilitate the transaction;
•
through the writing of options;
•
in other ways not involving market makers or established trading markets, including
direct sales to purchasers or sales made through agents;
•
any combination of the above transactions; or
•
any other lawful method.
In addition, any securities covered by this prospectus that qualify for sale in compliance
with Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather than under
this prospectus.
The selling stockholders may enter into hedging transactions with broker-dealers in connection
with distributions of the shares or otherwise. In these transactions, broker-dealers may engage in
short sales of common stock in the course of hedging the positions they assume with the selling
stockholders.
The selling stockholders also may sell shares short and redeliver the shares to close out
these short positions. The selling stockholders may enter into options or other transactions with
broker-dealers that require the delivery to the broker-dealer of the shares. The broker-dealer may
then resell or otherwise transfer the shares covered by this prospectus (which may be amended or
supplemented to reflect the transaction). The selling stockholders also may loan or pledge the
shares to a broker-dealer or another financial institution. If a selling stockholder defaults on
the loan or the obligation secured by the pledge, the broker-dealer or institution may sell the
shares so loaned or pledged under this prospectus (which may be amended or supplemented to reflect
the transaction).
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Broker-dealers or agents may receive compensation in the form of commissions, discounts or
concessions from the selling stockholder. Broker-dealers or agents may also receive compensation
from the purchasers for whom they act as agents or to whom they sell as principals, or both.
Compensation received by a particular broker-dealer might be in excess of customary commissions and
will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the selling
stockholders or their respective successors may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act in connection with sales of shares. Accordingly, any such
commission, discount or concession received by them and any profit on the resale of the shares
purchased by them may be deemed to be underwriting discounts or commissions under the Securities
Act.
The selling stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding the sale of their
securities and that there is no underwriter or coordinating broker acting in connection with the
proposed sale of shares by the selling stockholders.
The selling stockholders have agreed to pay the expenses of registering the shares under the
Securities Act, including registration and filing fees, printing expenses, administrative expenses
and specified legal and accounting fees and will bear all discounts, commissions or other amounts
payable to underwriters, dealers or agents as well as fees and disbursements for legal counsel
retained by the selling stockholder.
The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of shares against liabilities, including liabilities
arising under the Securities Act.
Because the selling stockholders may be deemed to be an "underwriter" within the meaning of
Section 2(11) of the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act. If we are required to supplement this prospectus or post-effectively amend
the registration statement to disclose a specific plan of distribution of the selling stockholders,
the supplement or amendment will describe the particulars of the plan of distribution, including
the shares of common stock, purchase price and names of any agent, broker, dealer, or underwriter
or arrangements relating to any such entity or applicable commissions.
Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended,
no person engaged in the distribution of the shares may simultaneously engage in market making
activities with respect to our common stock for a restricted period before the commencement of the
distribution. In addition, the selling stockholders will be subject to applicable provisions of
the Securities Exchange Act and the associated rules and regulations under the Securities Exchange
Act, including Regulation M, the provisions of which may limit the timing of purchases and sales of
the shares by the selling stockholders.
We will make copies of this prospectus available to the selling stockholders and have informed
the selling stockholders of the need to deliver copies of this prospectus to purchasers at or
before the time of any sale of the shares.
Our common stock is traded on the NASDAQ Global Select Market under the symbol DECK. The
transfer agent for our shares of common stock is Mellon Investor Services, LLC, Los Angeles,
California.
LEGAL MATTERS
The validity of the issuance of the shares of common stock in this offering will be passed on
for us by Stradling Yocca Carlson & Rauth, Santa Barbara, California. Joseph E. Nida, who is Of
Counsel at Stradling Yocca Carlson & Rauth, is our corporate secretary.
EXPERTS
The consolidated financial statements and schedule of Deckers Outdoor Corporation and
subsidiaries as of December 31, 2005 and 2004, and for each of the years in the three-year period
ended December 31, 2005, and
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management's assessment of the effectiveness of internal control over financial reporting as
of December 31, 2005 have been incorporated by reference herein in reliance upon the reports of
KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Because we are subject to the informational requirements of the Securities Exchange Act, we
file reports, proxy statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the public reference room maintained by the SEC
at the following address:
Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549
You may obtain information on the operation of the public reference room by calling the SEC at
(800) SEC-0330. In addition, we are required to file electronic versions of those materials with
the SEC through the SEC's EDGAR system. The SEC maintains a web site at http://www.sec.gov, which
contains reports, proxy statements and other information regarding registrants that file
electronically with the SEC.
We have filed with the SEC a registration statement on Form S-8 under the Securities Act with
respect to the securities offered with this prospectus. This prospectus does not contain all of
the information in the registration statement, parts of which we have omitted, as allowed under the
rules and regulations of the SEC. You should refer to the registration statement for further
information with respect to us and our securities. Copies of the registration statement, including
exhibits, may be inspected without charge at the SEC's principal office in Washington, D.C., and
you may obtain copies from that office on payment of the fees prescribed by the SEC.
We will furnish without charge to each person to whom a copy of this prospectus is delivered,
on written or oral request, a copy of the information that has been incorporated by reference into
this prospectus (except exhibits, unless they are specifically incorporated by reference into this
prospectus). You should direct any requests for copies to: Zohar Ziv, our Chief Financial Officer,
at 495-A South Fairview Avenue, Goleta, California 93117, telephone number (805) 967-7611.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" in this prospectus the information that we
file with the SEC. This means that we can disclose important information by referring the reader
to those SEC filings. The information incorporated by reference is considered to be part of this
prospectus, and later information we file with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act prior to the termination of
the offering:
•
our Annual Report on Form 10-K for our fiscal year ended December 31, 2005;
•
our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2006,
June 30, 2006 and September 30, 2006;
•
our Current Reports on Form 8-K filed with the SEC on January 26, 2006; March 10,
2006; March 20, 2006; April 7, 2006; April 18, 2006; August 8, 2006; September 6, 2006;
and September 28, 2006 (excluding those portions which are deemed furnished and not
filed pursuant to General Instruction B(2) of Form 8-K);
•
the description of our common stock contained in our registration statement on Form
8-A filed with the SEC on September 23, 1993, including any amendment or report filed
for the purpose of updating this description; and
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•
the description of the preferred stock purchase rights associated with our common
stock, contained in our registration statement on Form 8-A filed with the SEC on
February 23, 1999, including any amendment or report filed for the purpose of updating
this description.
You may obtain copies of those documents from us, free of cost, by contacting us at the
address or telephone number provided in "Where You Can Find More Information" immediately above.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this registration statement:
(a)
The Registrant's annual report on Form 10-K for the year
ended December 31, 2005, filed on March 9, 2006;
(b)
The Registrant's quarterly reports on Form 10-Q for the quarters
ended March 31, 2006, June 30, 2006 and September 30, 2006;
(c)
The Registrant's current reports on Form 8-K filed on January 26,
2006; March 10, 2006; March 20, 2006; April 7, 2006; April 18, 2006; August 8, 2006;
September 6, 2006; and September 28, 2006 (excluding those portions which are deemed
furnished and not filed pursuant to General Instruction B(2) of Form 8-K);
(d)
All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year
convened by the annual report referred to in (a) above.
(e)
the description of the Registrant's common stock contained in the
Registrant's registration statement on Form 8-A filed with the SEC on September 23,
1993, including any amendment or report filed for the purpose of updating this
description; and
(f)
the description of the preferred stock purchase rights associated with the
Registrant's common stock, contained in the Registrant's registration statement on Form
8-A filed with the SEC on February 23, 1999, including any amendment or report filed
for the purpose of updating this description.
In addition, all documents subsequently filed by the Registrant 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 into this registration statement
and to be a part hereof from the date of filing of such documents. Any information that is
furnished in any document incorporated or deemed to be incorporated by reference herein, but that
is not deemed "filed" under the Securities Act or the Exchange Act, is not incorporated by
reference herein. Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for the purposes of
this registration statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Delaware General Corporate Law
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action, suit or proceeding
if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was unlawful. Section 145
provides further that a corporation may indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by the person in connection with the defense or
settlement of any action or suit by or in the right of the corporation, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification may be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit was brought
determines 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 Court of Chancery or such other court shall deem proper. To the extent that a
present or former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described in this paragraph, or in defense
of any claim, issue or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection therewith.
In addition, Section 102(b)(7) of the Delaware General Corporation Law allows a corporation to
eliminate or limit the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except liability for the following:
•
any breach of their duty of loyalty to the corporation or its stockholders;
•
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law;
•
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law; or
•
any transaction from which the director derived an improper personal benefit.
The Registrant's certificate of incorporation contains provisions that limit the liability of its
directors for monetary damages to the fullest extent permitted by Delaware law.
The Registrant's certificate of incorporation and bylaws provide that the Registrant shall
indemnify its directors and executive officers to the fullest extent now or hereafter permitted by
the Delaware General Corporation Law.
Directors' and Officers' Liability Insurance
Section 145 of the Delaware General Corporation Law further provides that a corporation may
purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person and incurred by such person in any
such capacity, or arising out of such person's status as such, whether or not the corporation would
have the power to indemnify such person against such liability under Section 145.
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Table of Contents
The Registrant's certificate of incorporation and bylaws permit the registrant to secure
insurance on behalf of any director, officer, employee or agent of the Registrant against any
liability which may be asserted against such person, regardless of whether the Registrant's bylaws
would otherwise permit indemnification.
The Registrant has obtained a liability policy for its directors and officers as permitted by
the Delaware General Corporation Law which extends to, among other things, liability arising under
the Securities Act of 1933, as amended. The Registrant maintains an insurance policy pursuant to
which its directors and officers are insured, within the limits and subject to the limitations of
the policy, against specified expenses in connection with the defense of claims, actions, suits or
proceedings, and liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, that may be brought against them by reason of their being or having been directors or
officers.
Indemnification Agreements
The Registrant has entered into indemnification agreements with each of its directors and
executive officers that may be broader than the specific indemnification provisions contained in
the Delaware General Corporation Law. These indemnification agreements require the Registrant,
among other things, to indemnify its directors and officers against liabilities that may arise by
reason of their status or service. These indemnification agreements also require the Registrant to
advance all expenses incurred by the directors and officers in investigating or defending any such
action, suit or proceeding. The Registrant believes that these agreements are necessary to attract
and retain qualified individuals to serve as directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index of Exhibits on page II-7.
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;
(ii) to reflect in the prospectus any facts or events arising after the effective date
of this 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 this 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; and
(iii) to include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports
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filed with or furnished to the Commission 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, 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, as amended, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, that is incorporated by reference into 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 of 1933, as
amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange 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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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 Goleta, State of California, on this 9th day of January,
2007.
DECKERS OUTDOOR CORPORATION
By:
/s/ Angel R. Martinez
Angel R. Martinez
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Angel R. Martinez and Zohar Ziv, and each of them acting or signing singly, with the
power to act as his true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, and in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration Statement, and any
and all registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, in connection with or related to the offering contemplated by this registration statement
and its amendments, if any, and to file any of the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the date indicated.
/s/
Angel R. Martinez
Angel R. Martinez
President and Chief Executive
Officer
(Principal Executive Officer)
January 9, 2007
/s/
Zohar Ziv
Zohar Ziv
Chief Financial Officer
(Principal Financial and Accounting Officer)
January 9, 2007
/s/
Douglas B. Otto
Douglas B. Otto
Chairman of the Board
January 9, 2007
/s/
Gene E. Burleson
Gene E. Burleson
Director
January 9, 2007
/s/
John M. Gibbons
John M. Gibbons
Director
January 9, 2007
II-5
Table of Contents
/s/
Rex A. Licklider
Rex A. Licklider
Director
January 9, 2007
/s/
Daniel L. Terheggen
Daniel L. Terheggen
Director
January 9, 2007
/s/
John G. Perenchio
John G. Perenchio
Director
January 9, 2007
/s/ M
aureen Conners
Maureen Conners
Director
January 9, 2007
II-6
Table of Contents
INDEX OF EXHIBITS
Exhibit
Number
Description of Document
4.1
Amended and Restated Certificate of
Incorporation of Deckers Outdoor Corporation (Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, File No.
33-67248 and incorporated by reference herein)
4.2
Restated Bylaws of Deckers Outdoor Corporation (Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, File No. 33-47097 and incorporated by
reference herein)
4.3
Shareholder Rights Agreement, dated as of November 12, 1998 (Exhibit 10.39 to
the Registrant's Form 10-Q for the period ended September 30, 1998 and
incorporated by reference herein)
4.4
Form of common stock certificate to (Exhibit 4.1 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 filed with the Commission on
September 23, 1993 and incorporated by reference herein).
5.1
Opinion of Stradling Yocca Carlson & Rauth
23.1
Consent of KPMG LLP
23.2
Consent of Stradling Yocca Carlson & Rauth (included in Exhibit 5.1)
24.1
Power of Attorney (included on the signature page to this Registration Statement)
II-7