UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~May~~June 12, 2011

(Date of Earliest Event Reported)

Volcom, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-51382

33-0466919

(State of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1740 Monrovia Avenue

Costa Mesa, California 92627

(Address of Principal Executive Offices) (Zip Code)

(949) 646-2175

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01. ~~Entry~~Other ~~Into a Material Definitive Agreement.~~Events

OnAs previously disclosed, on May 24, 2011, ~~Central~~a ~~European~~putative ~~Time~~class action lawsuit captioned Greenwood v. Volcom, Inc., et al. was filed in the Superior Court of the State of California, County of Orange, and on May 13, 2011, a putative class action lawsuit captioned Graff v. Volcom Inc., et al., was filed in the Delaware Court of Chancery (together, the “Merger Litigation”). The Merger Litigation relates to the Agreement and Plan of Merger, dated as of May 2, 2011 (the “Merger Agreement”), by and among Volcom, Inc., a Delaware corporation (the “Company”), PPR S.A., a “société anonyme à conseil d’administration” (a corporation with a board of directors) organized under the laws of France (“PPR”), and Transfer Holding, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of PPR (“Purchaser”),. ~~entered~~The ~~into~~complaint afiled ~~definitive~~with ~~Agreement~~respect ~~and~~to ~~Plan of Merger (~~the “ Merger ~~Agreement”),~~Litigation ~~pursuant~~names toas ~~which~~defendants ~~PPR, through~~ the ~~Purchaser,~~members ~~will~~of ~~commence an offer (~~the ~~“Offer”)~~Board ~~to acquire all~~ of ~~the~~ ~~outstanding~~Directors ~~shares~~ of the Company~~’s common stock~~, ~~par~~as ~~value~~well ~~$0.001~~as ~~per share (~~the ~~“Shares”)~~Company, ~~for~~PPR ~~$24.50~~and ~~per share in cash, without interest (the “Offer Price”)~~Purchaser.

~~Completion~~On ofJune 2, 2011, solely to avoid the ~~Offer~~costs, isrisks ~~subject~~and touncertainties ~~several~~inherent ~~conditions~~in litigation, ~~including~~the Company and the other named defendants in the Merger Litigation signed a memorandum of understanding (ithe “MOU”) ~~that~~ regarding a ~~majority~~proposed settlement of all claims asserted therein. This MOU provides, among other things, that the ~~Shares~~parties ~~outstanding~~will ~~(determined~~seek onto enter into a stipulation of settlement which provides for the release of all asserted ~~fully~~claims. ~~diluted~~The ~~basis)~~asserted claims will not be ~~validly~~released ~~tendered~~until ~~and~~such ~~not~~stipulation ~~validly~~of ~~withdrawn~~settlement ~~prior~~is toapproved by the ~~expiration~~court. ofThere ~~the~~can ~~Offer;~~be ~~(ii)~~ no assurance that the ~~expiration~~parties orwill ~~termination~~ultimately enter into a stipulation of ~~any~~settlement ~~applicable~~or ~~waiting~~that ~~period~~the ~~relating~~court will approve such settlement even if the parties were to enter into such stipulation. Additionally, as part of the ~~Offer~~MOU, the ~~Merger~~Company ~~(as~~has ~~defined~~agreed ~~below)~~to ormake ~~the~~certain ~~other transactions~~additional ~~contemplated~~disclosures byrelated to the ~~Merger~~proposed ~~Agreement~~merger, ~~under~~which ~~the~~are ~~Hart-Scott-Rodino~~set ~~Antitrust~~forth ~~Improvements~~below. ~~Act~~Finally, ofin ~~1976~~connection with the proposed settlement, asplaintiffs ~~amended~~intend (to seek, and the ~~“HSR~~defendants ~~Act”)~~have agreed to pay, oran ~~any~~award ~~other~~of ~~antitrust~~attorneys orfees ~~competition~~and ~~law;~~expenses ~~(iii)~~ in an amount to be determined by the ~~absence~~Delaware Court of aChancery. ~~material~~This ~~adverse effect~~payment onwill not affect the amount to be paid to Company; ~~and~~stockholders ~~(iv) certain~~pursuant ~~other~~to ~~customary~~the ~~conditions~~terms of the Merger Agreement.

The ~~Merger~~additional ~~Agreement~~disclosures ~~also~~in ~~provides~~this ~~that~~Current ~~following~~Report ~~consummation~~on ofForm 8-K supplement the ~~Offer~~disclosure ~~and~~contained ~~satisfaction~~in ofthe ~~certain~~Schedule ~~conditions,~~14D-9 ~~Purchaser~~filed ~~will~~by ~~merge~~the Company with ~~and~~the ~~into~~Securities ~~the~~Exchange ~~Company~~Commission (~~the~~ “~~Merger~~SEC”) on May 11, ~~with~~2011 ~~the~~and ~~Company~~mailed ~~surviving~~to asthe aCompany’s ~~wholly-owned~~stockholders ~~subsidiary~~on ofor ~~PPR.~~about ~~Upon~~May 11, 2011 ~~completion~~(as ofamended, the ~~Merger~~“Schedule 14D-9”), ~~each Share~~and ~~outstanding~~should ~~immediately~~be ~~prior~~read toin conjunction with the ~~effective~~disclosures ~~time~~contained ofin the ~~Merger~~Schedule ~~(excluding~~14D-9. ~~those~~Nothing ~~Shares~~in ~~that~~this ~~are~~Current ~~held~~Report byon ~~(i) PPR,~~Form ~~Purchaser~~8-K, the ~~Company~~MOU or ~~their~~any ~~respective~~stipulation ~~subsidiaries~~of orsettlement ~~(ii) stockholders~~shall be deemed an admission of the ~~Company~~legal ~~who~~necessity ~~properly~~or ~~exercised their~~materiality ~~appraisal~~of ~~rights~~any ~~under~~of the ~~Delaware~~disclosures ~~General~~set ~~Corporation~~forth ~~Law)~~herein. ~~will~~Capitalized beterms ~~converted~~used ~~into~~herein, but not otherwise defined, shall have the ~~right~~meanings ascribed to ~~receive~~such terms in the ~~Offer~~Schedule ~~Price~~14D-9.

IfThe ~~Purchaser holds 90% or more of the outstanding Shares~~ following ~~the~~additional ~~completion~~disclosures ofsupplement the ~~Offer,~~existing ~~the~~disclosures ~~parties~~contained will effect the Merger as a short-form merger without the need for approval by the Company’s stockholders. Otherwise, the Company may hold a special stockholders’ meeting to obtain stockholder approval of the Merger. Subject to the terms of the Merger Agreement, applicable law and the number of authorized and unissued Shares available under the ~~Company’s~~caption ~~certificate~~“Background of ~~incorporation,~~ the ~~Company has granted Purchaser an irrevocable option (the “Top-Up Option~~Offer”~~), exercisable after~~ ~~completion~~beginning ofon ~~the~~page ~~Offer,~~10 ~~to purchase additional Shares from the Company as necessary so that PPR and Purchaser own one Share more than 90%~~ of the ~~total~~Schedule ~~Shares outstanding immediately after the issuance of the Top~~14D-Up9: ~~Shares on a fully diluted basis. Purchaser will pay the Offer Price for each Share acquired through exercise of the Top-Up Option.~~

~~PPR~~• ~~and~~“at the ~~Company~~request ~~have made~~of ~~customary representations, warranties and covenants in~~ the ~~Merger~~Company ~~Agreement~~Board, ~~including~~representatives ~~covenants~~of ~~(i) to~~Wells ~~promptly~~Fargo asSecurities ~~practicable~~discussed ~~effect~~certain ~~all~~strategic ~~registrations,~~alternatives ~~filings~~available ~~and submissions required pursuant~~ to the ~~HSR~~Company ~~Act~~for ~~and~~consideration ~~any~~by ~~other required governmental approvals,~~ the ~~Securities~~Company ~~Exchange~~Board ~~Act~~in oforder ~~1934, as amended, and other applicable laws with respect~~ to ~~the~~maximize ~~Offer~~stockholder ~~and~~value, ~~the~~including ~~Merger;~~remaining ~~and~~an ~~(ii) to~~independent ~~use~~company, ~~reasonable~~a ~~best~~sale ~~efforts~~of ~~to take all appropriate action to consummate and effectuate~~ the ~~transactions~~ ~~contemplated by the Merger Agreement. The~~ Company, ~~has agreed to conduct its business in all material respects in~~ the ~~ordinary~~acquisition ~~course~~of ~~consistent~~other ~~with~~businesses ~~past~~or ~~practice~~assets, ~~including~~a ~~not~~leveraged ~~taking certain specified actions~~recapitalization, ~~prior~~and topotential ~~consummation~~dividends ~~of the~~or ~~Merger.~~share repurchases.”

~~The~~• ~~Company~~“representatives ~~has~~of ~~agreed~~Wells ~~not~~Fargo toSecurities ~~solicit,~~discussed ~~initiate~~the orpotential ~~knowingly~~for ~~facilitate,~~initiating ora ~~engage~~process ~~in discussions concerning, alternative proposals~~ for the ~~acquisition~~possible sale of the Company~~. However~~, ~~subject to the satisfaction of certain conditions, the Company~~ and ~~its~~identified ~~board~~potential ofstrategic ~~directors,~~partners asthat ~~applicable, would be permitted to take certain actions which~~ may, asparticipate ~~more fully described~~ in ~~the~~such ~~Merger~~a ~~Agreement~~transaction, ~~include~~recognizing, ~~terminating~~based ~~the~~on ~~Merger~~Wells ~~Agreement~~Fargo ~~or changing the board of directors~~Securities’ ~~recommendation~~judgment ~~following~~and ~~receipt of an unsolicited proposal~~experience, ~~if the board of directors of the Company has concluded in good faith after consultation with its outside advisors~~ that ~~failure~~a tofinancial dopurchaser so would be ~~inconsistent~~unlikely ~~with its fiduciary duties. In addition, the board of directors would be permitted~~ to ~~change~~submit ~~its~~a ~~recommendation,~~bid ~~for reasons not related to the receipt of an unsolicited proposal, in response to an unforeseen effect~~ that occurred after signing the Merger Agreement if the board of directors has concluded in good faith after consultation with the Company’s outside legal advisors that failure to make such change in recommendation would be ~~inconsistent~~competitive with ~~its~~bids ~~fiduciary~~submitted ~~duties.~~by potential strategy purchasers”

~~The~~• ~~Merger~~“in ~~Agreement~~light ~~can~~of bethe ~~terminated~~Company byBoard’s ~~PPR or~~further review of the ~~Company~~recent ~~under~~state ~~certain~~of ~~circumstances,~~the sports apparel and eyewear industries and the increased competitive challenges for the Company, ~~will~~the beCompany ~~required~~Board authorized members of Volcom’s executive management team to ~~pay~~formally ~~PPR~~engage Wells Fargo Securities to act as financial advisor to Volcom to explore a ~~termination~~potential ~~fee~~sales of ~~$20~~Volcom ~~million~~and inauthorized ~~connection~~Wells Fargo Securities and members of the Company’s executive management team to continue discussions with ~~certain~~Bidder ~~terminations~~A. ”

~~The~~• ~~Merger~~“While ~~Agreement~~the ~~has~~parties ~~been~~did ~~adopted~~not bydiscuss ~~the~~details ~~boards~~ of ~~directors~~a ofpotential ~~both~~strategic ~~PPR~~transaction, there was a general discussion regarding working together and the value the Company.’s brands could provide to PPR.”

The ~~foregoing~~following ~~description~~additional ofdisclosures ~~the Offer, the Merger and the Merger Agreement does not purport~~supplement ~~to be complete and is qualified in its entirety by reference to~~ the ~~Merger~~existing Agreement, which is attached hereto as Exhibit 2.1. The Merger Agreement has been incorporated herein by reference to provide information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about the Company, PPR or the Purchaser in any public reports filed with the U.S. Securities and Exchange Commission by the Company or PPR. In particular, the assertions embodied in the representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by information in confidential disclosure schedules provided by the Company to PPR in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, the representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, PPR and Purchaser, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the Company, PPR or Purchaser. The representations and warranties set forth in the Merger Agreement may also be subject to a contractual standard of materiality different from that generally applicable to investors under ~~federal securities laws. Therefore,~~ the ~~Merger~~caption ~~Agreement~~“Certain ~~is included~~Financial ~~with~~Forecasts” ~~this~~beginning ~~filing~~on ~~only~~page to21 ~~provide investors with information regarding the terms~~ of the ~~Merger~~Schedule ~~Agreement,~~14D-9: ~~and not to provide investors with any other factual information regarding the parties or their respective businesses.~~

On• ~~May 2,~~“Other ~~2011,~~than the ~~Company~~non-GAAP ~~issued~~reconciliations aand ~~joint~~adjustments ~~press~~scheduled ~~release~~below, ~~with~~the ~~PPR~~information ~~relating~~in to the ~~Merger~~Financial ~~Agreement.~~Forecasts Awas ~~copy~~also ofprovided ~~the~~to ~~press~~PPR, ~~release~~Wells ~~is attached~~Fargo ~~hereto~~Securities asand ~~Exhibit~~other ~~99.1.~~potential purchasers.”

~~Share~~The ~~and~~following ~~Voting~~additional ~~Agreements~~disclosures supplement the existing disclosures contained under the caption “Opinion of Wells Fargo Securities” beginning on page 24 of the Schedule 14D-9:

On• ~~May 2,~~“Wells ~~2011,~~Fargo ~~Central~~Securities ~~European~~reviewed ~~Time, in connection with~~ the ~~Offer,~~Enterprise ~~Richard~~Values R.of ~~Woolcott~~each ~~and~~of ~~René R. Woolcott (together,~~ the ~~“Supporting~~ ~~Stockholders”),~~selected ~~each~~public incompanies ~~his capacity~~ as a ~~stockholder~~multiple of ~~the~~its ~~Company,~~earnings ~~entered~~before ~~into~~interest, ataxes, ~~Share~~depreciation and ~~Voting~~amortization, ~~Agreement~~adjusted ~~with~~for ~~PPR~~non-recurring ~~and~~items ~~Purchaser~~ (~~the~~ “~~Share and Voting Agreement~~EBITDA”). ~~Under~~over the ~~terms~~most ofrecent ~~the Share~~publicly ~~and~~available ~~Voting~~12-month ~~Agreement,~~period ~~the~~(“LTM ~~Supporting~~EBITDA”). ~~Stockholders~~Wells ~~have~~Fargo ~~agreed~~Securities toalso ~~tender~~reviewed ~~all~~price-to-earnings ~~Shares~~ratios ~~now~~for ~~held~~calendar oryear ~~hereafter~~2011 ~~acquired~~(“Forward byP/E”) ~~them~~for ineach ~~the Offer. The Supporting Stockholders have also agreed to vote such shares in support~~ of the ~~Merger~~selected inpublic ~~the~~companies ~~event stockholder~~based ~~approval~~on isclosing ~~required~~share toprices ~~consummate~~on ~~the~~April ~~Merger~~29, 2011. The ~~Supporting~~results ~~Stockholders~~of ~~collectively~~these ~~hold~~analyses orare ~~have~~set ~~rights~~forth toin ~~acquire 3,565,697 Shares, or approximately 14.4% of~~ the ~~currently~~following ~~outstanding Shares.~~ table:

The foregoing provisions of the Share and Voting Agreement terminate in the event that the Merger Agreement is terminated in accordance with its terms, if there is any reduction of the Offer Price or if there is any change in the form of consideration payable in the Offer or the Merger.


	EV/LTM EBITDA	2011 P/E
Billabong International Ltd.	8.6x	11.2x
Columbia Sportswear Company	13.4x	24.7x
CROCS, Inc.	12.3x	18.7x
Deckers Outdoor Corp.	11.1x	18.5x
LaCrosse Footwear, Inc.	10.6x	19.1x
Quiksilver, Inc.	6.6x	17.2x
Steven Madden, Ltd.	10.8x	17.3x
Timberland Co.	12.1x	18.9x
True Religion Apparel, Inc.	7.0x	17.6x
Under Armour, Inc.	22.4x	39.8x
Wolverine World Wide, Inc.	11.4x	16.0x
High	22.4x	39.8x
Median	11.1x	18.5x
Low	6.6x	11.2x

~~The~~• ~~foregoing~~Wells ~~description~~Fargo Securities applied an LTM EBITDA multiple range of 10.1x to 12.1x to the ~~Share~~Company’s ~~and~~EBITDA ~~Voting~~for ~~Agreement~~the ~~does~~12-month ~~not~~period ~~purport~~ended toMarch be31, ~~complete~~2011. ~~and~~This isanalysis ~~qualified~~indicated inan ~~its~~implied ~~entirety~~per byshare equity value reference torange for the ~~Share~~Company ~~and~~of ~~Voting~~$17.32 ~~Agreement~~to $19.92, ~~which~~as iscompared ~~attached~~to ~~hereto~~the ~~as Exhibit~~consideration 10to be paid to the holders of Shares of $24.1.50 per share.

~~Change~~• Wells Fargo Securities applied a Forward P/E multiple range of 17.5x to 19.5x to the Company’s corresponding estimated 2011 per share earnings as set forth in ~~Control~~the ~~Agreements~~Forecast, adjusted for non-recurring items. This analysis indicated an implied per share equity value reference range for the Company of $18.24 to $20.32, as compared to the consideration to be paid to the holders of Shares of $24.50 per share.

On• ~~May 1,~~Wells ~~2011,~~Fargo ~~the~~Securities ~~board~~performed ofa ~~directors~~discounted ofcash flow analysis on the Company ~~approved~~to calculate the ~~Company~~estimated ~~entering~~present ~~into~~value ~~change~~of inthe ~~control~~unlevered, ~~agreements~~after-tax ~~with~~free ~~certain~~cash ~~members~~flows ofthat the Company’s ~~leadership~~could ~~team~~generate from April 1, ~~including~~2011 through December 31, ~~among others~~2015, based on the ~~Company’s~~Forecast. ~~“named~~Stock-based ~~executive~~compensation ~~officers”~~was (treated as ~~defined~~a bycash ~~Item 402(a)(3)~~expense ofin ~~Regulation~~the ~~S-K),~~analysis. ~~which~~Wells ~~include~~Fargo ~~Messrs.~~Securities ~~Richard~~performed R.the ~~Woolcott,~~discounted cash flow analysis using the terminal exit multiple method of valuing the Company’s ~~Chairman~~at ~~and~~the ~~Chief~~end ~~Executive~~of ~~Officer,~~the ~~Jason~~Forecast Wperiod. ~~Steris,~~For the purpose of calculating the terminal value for the Company’s ~~President~~at ~~and~~the ~~Chief~~end ~~Operating~~of ~~Officer~~the Forecast period, ~~Douglas~~Wells PFargo Securities applied terminal multiples ranging from 7.0x ~~Collier,~~to 9.0x to the Company’s ~~Executive~~2015 ~~Vice~~estimated ~~President,~~EBITDA. ~~Chief~~The ~~Financial~~projected ~~Officer,~~cash ~~Secretary~~flows and ~~Treasurer,~~terminal ~~Tom~~values D.were ~~Ruiz,~~then ~~the~~discounted ~~Company’s~~to ~~Executive~~present ~~Vice~~value ~~President~~using the end-of-year ~~Sales,~~convention and ~~Ethan~~a ~~F. Anderson,~~weighted average cost of capital for the Company’s ~~Executive~~ranging ~~Vice~~from ~~President~~16.5% ~~and~~to ~~Creative~~18.5%. ~~Director~~In ~~(each,~~arriving anat ~~“Executive”),~~its ~~each~~weighted ~~effective~~average ascost of ~~May 1,~~capital ~~2011~~estimate, ~~which~~Wells ~~will~~Fargo ~~provide~~Securities ~~that~~used ifa ~~there~~form isof the capital asset pricing model and a ~~change~~size inpremium ~~control~~based ofon ~~the~~10th ~~Company~~decile ~~and~~data from the ~~Executive~~2011 ~~is discharged~~Ibbotson bySBBI ~~the~~Yearbook, ~~Company~~which ~~other~~in ~~than~~its ~~for~~judgment ~~“cause”~~Wells orFargo ~~the~~Securities ~~Executive~~deemed ~~resigns~~appropriate. ~~for~~These ~~“good~~analyses ~~reason”~~indicated ~~within~~an ~~two~~implied ~~years~~per ~~after~~share ~~such~~equity avalue ~~change~~reference inrange ~~control~~for the Company of $24.59 to $31.26, as compared to the ~~Executive~~consideration ~~will~~to be ~~entitled~~paid to: the holders of the Shares of $24.50 per Share.”

~~(i)~~• “Pursuant to an engagement letter between the Company and Wells Fargo Securities, the Company has agreed to pay Wells Fargo Securities a ~~lump~~customary ~~sum~~fee ~~cash~~in ~~severance~~the ~~payment:~~aggregate amount of $6.075 million for its services in connection with the Contemplated Transactions, $750,000 of which was payable upon delivery

•of in the ~~case~~fairness ofopinion ~~Messrs. Woolcott~~ and ~~Steris, equal to 2.~~$5.325 ~~times~~million ~~the sum~~ of ~~(1)~~which ~~his~~is ~~then~~contingent ~~annual~~upon ~~base~~the ~~salary,~~consummation ~~plus~~of ~~(2)~~the ~~his~~Contemplated ~~2010 annual bonus;~~Transactions.”

• “Wells Fargo & Company has an investment in ~~the~~a ~~case~~fund ofmanaged ~~Messrs.~~by ~~Collier~~an ~~and~~affiliate ~~Ruiz,~~which ~~equal~~holds toa ~~2.0~~corporate ~~times~~bond issued by PPR in the ~~sum~~face amount of (EUR 1),148,000. ~~his~~In ~~then~~the ~~annual~~past ~~base~~two ~~salary~~years, ~~plus~~Wells ~~(2)~~Fargo ~~his~~& ~~2010~~Company ~~annual~~and ~~bonus;~~its ~~and~~affiliates have not had any business relationship with PPR.”

• in the case of Mr. Anderson, equal to 1.0 times the sum of (1) his then annual base salary, plus (2) his 2010 annual bonus;

(ii) prorated bonus for: the year in which the qualifying termination occurs;

(iii) continued medical and dental health insurance benefits:

• in the case of Messrs. Woolcott and Steris, for 30 months following a qualifying termination;

• in the case of Messrs. Collier and Ruiz, for 24 months following a qualifying termination; and

• in the case of Mr. Anderson, for 12 months following a qualifying termination;

(iv) immediate vesting of all of then outstanding unvested stock options and restricted stock;

(v) outplacement services:

• in the case of Messrs. Woolcott, Steris, Collier and Ruiz, for 24 months following a qualifying termination, up to a maximum amount of $25,000; and

• in the case of Mr. Anderson, for 12 months following a qualifying termination, up to a maximum amount of $25,000.

If the severance benefits to be paid upon a qualifying termination would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code, the Executive will receive the full amount of the severance benefits, or such lesser amount of the benefits that would result in the benefits not being subject to the excise tax.

In addition, each Executive must submit a general release of claims in favor of the Company in order to receive certain severance benefits. Each Executive will be subject to non-disparagement and non-solicitation of Company employees covenants for one year following the date of termination. The initial term of each agreement continues in effect from the effective date through the third anniversary of the effective date. The terms of the Executive’s agreement regarding definitions of “cause”, “good reason” and “change in control”, timing of the payments, terms of continued coverage, and conditions for receipt of payments and benefits, including execution of a general release and restrictive covenants, will be substantially similar to those provided in the Company’s form of change in control agreement attached hereto as Exhibit 10.2.

The foregoing summary of the Change in Control Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Change in Control Agreement, which is attached hereto as Exhibit 10.2.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosures contained under Item 1.01 under the heading “Change in Control Agreements” are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of May 2, 2011, by and among PPR S.A., Transfer Holding, Inc. and Volcom, Inc.
10.1		Share and Voting Agreement, dated May 2, 2011, by and among PPR S.A., Transfer Holding, Inc., Richard R. Woolcott and René R. Woolcott.
10.2		Form of Change in Control Agreement substantially in the form entered into, by and between Volcom, Inc. and certain members of the Company’s leadership team.
99.1		Press Release, issued by Volcom, Inc. and PPR dated as of May 2, 2011.

Important Additional Information

This filing and the attached exhibits are neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. The tender offer for the shares of the Company has not commenced. Stockholders of the Company are urged to read the relevant tender offer documents when they become available because they will contain important information that stockholders should consider before making any decision regarding the tender of their shares. At the time the offer is commenced, PPR and Purchaser will file tender offer materials with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a Solicitation/Recommendation Statement with respect to the offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of the Company at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Free copies of Offer to Purchase and related Letter of Transmittal will also be available from PPR.

Forward-Looking Statements

Except for the historical information presented herein, matters discussed herein may constitute forward-looking statements that are subject to a number of risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements preceded by, followed by or that include the words “future”, “anticipate”, “potential”, “believe”, “may”, “could”, “would”, “might”, “possible”, “will”, “should”, “expect” or other terms of similar meaning, are forward-looking statements. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Company stockholders will tender their shares in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, vendors, other business partners or governmental entities; other business effects, including effects of industry, economic or political conditions outside of the Company’s control; transaction costs; as well as risks discussed from time to time in the Company’s public disclosure filings with the SEC, including its most recent Annual Report on Form 10-K and in its subsequently filed SEC reports, as well as the tender offer documents to be filed by PPR and the Solicitation/Recommendation Statement to be filed by the Company in connection with the tender offer. The information contained in this report is as of ~~May~~ June 42, 2011. The Company disclaims any intent or obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Volcom, Inc.
Date: May 4, 2011	By:	/s/ S. Hoby Darling
Date: June 2, 2011		By:	/s/ S. Hoby Darling
	~~Name:~~	~~S. Hoby Darling~~Name:	S. Hoby Darling
	~~Title:~~	~~Senior Vice President, Strategic Development, General Counsel~~Title:	Senior Vice President, Strategic Development, General Counsel

Exhibit Index

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of May 2, 2011, by and among PPR S.A., Transfer Holding, Inc. and Volcom, Inc.
10.1		Share and Voting Agreement, dated May 2, 2011, by and among PPR S.A., Transfer Holding, Inc., Richard R. Woolcott and René R. Woolcott.
10.2		Form of Change in Control Agreement substantially in the form entered into, by and between Volcom, Inc. and certain members of the Company’s leadership team.
99.1		Press Release, issued by Volcom, Inc. and PPR dated as of May 2, 2011.

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