PXG Phoenix Footwear Grp.,

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 28, 2011

PHOENIX FOOTWEAR GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

Registrant’s Telephone Number, Including Area Code (760) 602-9688

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 (see General Instruction A.2. below):

INFORMATION TO BE INCLUDED IN THE REPORT

A Special Meeting of Stockholders of Phoenix Footwear Group, Inc., a Delaware corporation (“Phoenix Footwear” or “Company”), was held on January 28, 2011 at the Company’s offices, 5840 El Camino Real, Suite 106, Carlsbad, California 92008 (the “Special Meeting”). At the Special Meeting, the stockholders of Phoenix Footwear approved two amendments to the Company’s Certificate of Incorporation (the “Amendments”) to effect a 1-for-200 reverse stock split of the Company’s common stock, par value $0.01 per share (“Common Stock”) (the “Reverse Split”) and provide for the provision of a cash payment of $0.75 per pre-Reverse Split share in lieu of fractional post-Reverse Split shares resulting therefrom to registered stockholders owning fewer than 200 shares of record prior to the effectiveness of the Reverse Split, followed immediately thereafter by a 200-for-1 forward stock split (the “Forward Split” and, together with the Reverse Split, the “Reverse/Forward Stock Split”). The approval of the Amendments required the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon. There were 8,191,191 shares of Common Stock entitled to vote at the Special Meeting. The sole proposal voted on by the stockholders of Phoenix Footwear was as follows:

To amend the Certificate of Incorporation to effect the Reverse/Forward Stock Split:

On January 31, 2011, the Company issued a press release regarding the results of the vote held at the Special Meeting and the anticipated filing of the Amendments. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On January 31, 2011, the Company filed the Amendments with the Delaware Secretary of State to effect the Reverse Split and the Forward Split. The Amendments were effective upon filing. As a result, the Reverse Split was effective at 11:58 p.m. on the date of filing, and the Forward Split was effective immediately thereafter at 11:59 p.m.

Copies of the Amendments effecting the Reverse Split and the Forward Split are attached as Exhibits 3.1 and 3.2, respectively, to this report, and are each incorporated herein by reference.

SIGNATURES

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

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