UNITED STATESTable of Contents

~~SECURITIES~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT REPORT ~~Report~~Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

~~Pursuant to Section~~Date 13of orReport 15(d)Date of earliest event reported): June 20, 2007

~~The Securities~~Oakley, ~~Exchange Act of 1934~~Inc.

~~Date of Report~~ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~May~~in ~~31,~~its ~~2007~~charter)

~~Oakley, Inc~~Washington (State or other jurisdiction of incorporation) 001-13848 (Commission File Number) 95-3194947 (IRS Employer Identification No.)

~~(Exact~~One Icon ~~name~~Foothill Ranch, California 92610 (Address of ~~registrant~~principal asexecutive ~~specified~~offices, inincluding ~~its~~zip ~~charter~~code)

Washington	001-13848	95-3194947
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Registrant’s telephone number, including area code: (949) 951-0991

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

~~Foothill Ranch,~~o ~~California 92610~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule ~~(Address of~~14a-12 ~~principal~~under ~~executive~~the ~~offices~~Exchange ~~and~~Act ~~zip~~(17 ~~code~~CFR 240.14a-12)

~~Registrant’s telephone~~o ~~number,~~Pre-commencement ~~including~~communications ~~area~~pursuant ~~code:~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(~~949~~c) ~~951~~ under the Exchange Act (17 CFR 240.13e-~~0991~~4(c))

~~N/A~~TABLE OF CONTENTS

(Former name or former address, if changed since last report)


	Item 1.01. Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT 2.1
EXHIBIT 10.1
EXHIBIT 99.1
EXHIBIT 99.2

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

~~[ ] Written~~Item 1.01. ~~communication~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~425~~Definitive ~~under the~~Agreement ~~Securities Act (17 CFR 230.425)~~

[ On June 20, 2007, Oakley, Inc., a Washington corporation (“Oakley”), entered into an Agreement ~~] Soliciting~~and ~~material~~Plan ~~pursuant~~of toMerger ~~Rule~~(the ~~14a-12~~“Merger ~~under~~Agreement”) with Luxottica Group S.p.A., an Italian corporation (“Parent”), and Norma Acquisition Corp., a Washington corporation and wholly owned subsidiary of Parent formed for the purpose of effecting the transactions contemplated by the Merger Agreement ~~Exchange~~(“Merger ~~Act~~Sub”), by which Parent has agreed to acquire Oakley (17the ~~CFR~~“Merger”). ~~240~~The Merger Agreement has been approved by the Boards of Directors of both Oakley and Parent.~~14a-12)~~

[ Subject to the terms and conditions of the Merger Agreement, at the effective time of the ~~] Pre-commencement~~Merger ~~communications~~(the ~~pursuant~~“Effective Time”), each issued and outstanding share of common stock of Oakley will be converted into the right to ~~Rule~~receive ~~14d-2~~$29.30 per share in cash without interest (b“Merger Price”), and ~~under~~each outstanding option, whether or not vested, will be converted into the ~~Exchange~~right ~~Act~~to ~~(17~~receive ~~CFR~~$29.30 ~~240~~per share in cash less the applicable option exercise price of such option for each share of common stock underlying such option.~~14d-2(b))~~ Shares of restricted stock shall vest at the Effective Time and will also be converted into the right to receive the Merger Price.

~~[ ] Pre-commencement~~ Completion ~~communications~~of ~~pursuant~~the Merger is subject to ~~Rule~~customary ~~13e-4~~closing conditions, including, among others, (ci) approval by Oakley’s shareholders; (ii) the receipt of antitrust approvals, or the expiration or termination of the applicable waiting period, under the ~~Exchange~~Hart-Scott-Rodino Antitrust Improvements Act and under the laws of the United Kingdom, Germany, Australia and South Africa; (17iii) the absence ~~CFR~~of ~~240.13e-4~~any order or injunction prohibiting the consummation of the Merger and (civ)) the receipt of all requisite consents from governmental entities.

~~Item 5~~ The Merger Agreement contains certain termination rights for both Oakley and Parent.02 The Merger Agreement provides that, in certain specified circumstances, Oakley must pay Parent a termination fee of $69 million (egenerally in the event the Board of Directors of Oakley changes its recommendation that its shareholders approve the principal terms of the Merger Agreement and the Merger or elects to pursue a superior acquisition proposal from a third party). ~~Compensatory~~ The Merger ~~Arrangements~~Agreement also obligates Parent to pay Oakley a termination fee of ~~Certain~~$80 million ~~Officers~~under specified circumstances where requisite antitrust approval has not been received.

~~On May~~ Concurrently ~~31, 2007,~~with the ~~Compensation~~execution ~~and~~of ~~Stock~~the ~~Option~~Merger ~~Committee~~Agreement, ~~(the~~Parent ~~“Committee”)~~entered ofinto ~~the~~a ~~Board~~Non-Competition ofAgreement ~~Directors of Oakley, Inc.~~ (the “~~Company~~Non-Competition Agreement”) ~~amended~~with ~~the~~Jim ~~Amended and Restated Oakley~~Jannard, ~~Inc.~~the ~~Officer~~founder ~~Severance Plan (“Officer Severance Plan”)~~ and ~~the~~majority ~~Amended~~shareholder ~~and~~of ~~Restated~~ Oakley, ~~Inc.~~pursuant ~~Executive~~to ~~Severance~~which ~~Plan~~Mr. Jannard ~~(“Executive~~agrees ~~Severance Plan”) (collectively, the “Plans”)~~ to ~~address~~not ~~the~~participate, ~~treatment~~directly ofor ~~awards~~indirectly, ~~made under the~~in ~~long-term~~specified ~~incentive~~activities ~~plan~~considered ~~(“LTIP”)~~to ~~for~~be ~~officers of the Company~~ in ~~the~~competition ~~event of a Severance. Severance means the termination of an Eligible Employee’s employment~~ with ~~the~~Oakley ~~Employer (i) by the Employer other than for Cause, death,~~ or ~~Disability~~ orany ~~(ii)~~of byits ~~the~~subsidiaries ~~Eligible Employee~~ for ~~Good Reason within twelve (12)~~a ~~months~~period ~~following the consummation~~ of afive ~~Change in Control. Terms using initial capitalization~~years, ~~but~~subject ~~not~~to ~~defined~~certain ~~herein, are as defined in the Plans~~exceptions.

~~The Committee~~ Concurrently ~~amended~~with the ~~Plans~~execution toof ~~state~~the ~~that~~Merger inAgreement, ~~the~~Parent ~~event~~also ofentered into a ~~Severance absent~~voting ~~a Change~~agreement in(the ~~Control,~~“Voting toAgreement”) bewith ~~eligible~~Jim ~~for~~Jannard, ~~any~~pursuant ~~payment~~to ofwhich ~~awards~~Mr. Jannard ~~under~~has ~~the~~agreed ~~LTIP,~~to ~~an Eligible~~vote ~~Employee~~his ~~must~~shares beof ~~employed~~Oakley ~~for~~common atstock ~~least~~in ~~2/3~~favor of the ~~performance~~Merger ~~period underlying~~and the ~~awards. If~~approval ~~so employed, all equity~~ and ~~cash~~adoption ~~awards under~~of the Merger ~~LTIP~~Agreement. ~~granted~~The toVoting anAgreement ~~Eligible~~terminates ~~Employee~~in ~~would~~certain ~~be paid out~~circumstances, ifincluding ~~earned~~upon ~~based~~termination onof ~~meeting~~ the ~~Company~~Merger ~~performance~~Agreement ~~benchmarks~~or asif ~~set forth in~~ the ~~award grant,~~Board ~~at 50%~~ of ~~the~~Directors ~~pro rated amount that is calculated based on the percentage~~ of ~~time~~Oakley ~~employed~~changes ~~during the performance period for such awards. Such~~its ~~awards~~recommendation ~~would be paid out in full on the first date~~ that ~~any~~its ~~payment~~shareholders isapprove ~~made on a similar award, based on~~ the ~~same~~principal ~~performance~~terms ~~criteria and performance period, to any other officer~~ of the ~~Company~~Merger ~~who~~Agreement isand ~~still employed by~~ the ~~Company through such payment date~~ Merger.

~~In the~~ The ~~event of~~foregoing adescription ~~Severance~~of ~~following~~the aMerger ~~Change in Control~~Agreement, the ~~provisions~~Non-Competition ~~above~~Agreement ~~apply~~and ~~with~~the ~~two~~Voting ~~exceptions. First,~~Agreement anare ~~Eligible~~only ~~Employee~~summaries, ~~need~~do not purport to be ~~employed~~complete ~~for~~and are qualified in their atentirety ~~least~~by ~~2/3~~reference ofto the ~~performance~~Merger ~~period~~Agreement, ~~underlying~~ the ~~awards~~Non-Competition toAgreement beand ~~eligible~~the Voting ~~for any~~Agreement. ~~payment~~The ofMerger ~~awards~~Agreement ~~under~~is ~~the~~attached ~~LTIP~~as Exhibit 2. ~~Second~~1, ~~awards~~the ~~earned~~Non-Competition ~~under~~Agreement is attached as Exhibit 10.1 and the Voting Agreement is attached as ~~LTIP~~Exhibit 99.1 ~~would~~hereto beand ~~paid~~each ~~out~~is incorporated atherein ~~100%~~by ofreference. ~~the~~The ~~pro~~press ~~rated~~release, ~~amount~~issued ~~payable~~on ~~rather~~June 20, ~~than~~2007, announcing the ~~50%~~Merger Agreement, is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

The CommitteeTable also amended the Officer Severance Plan such that 90 days after being named a Section 16 Officer, as defined by Rule 16(a)(1)(f) under the Securities Exchange Act 1934, of the Company by the Board, such officer is automatically enrolled as an Eligible Employee in the Officer Severance Plan unless otherwise stated by the Committee within the first 90 days after such officer is named a Section 16 Officer, as defined.Contents

~~The Committee~~Item 9.01 ~~amended~~Financial ~~the~~Statements ~~Employment~~and Agreement executed by the Company September 19, 2005 with Scott Olivet to provide for the same severance provisions as noted above with respect to the Plans for awards granted Scott Olivet under the LTIPExhibits.

~~On June 1, 2007, the Board of Directors~~ (~~the “Board”~~d) ~~of the Company amended the Oakley,~~ Exhibits: ~~Inc. 1995 Stock Incentive Plan to state that (i) dividends declared on the~~ Company’s common stock do not accrue, and shall not be paid, with respect to shares covered by a deferred stock award, which would include the performance units granted under the LTIP, and (ii) upon the granting or vesting of an award of stock, the Company shall, in its discretion, either issue the participant a physical stock certificate or credit the participant’s award in electronic form in an account held by the Company's transfer agent or other designee.

SIGNATURE


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated June 20, 2007, by and among Luxottica Group S.p.A., Norma Acquisition Corp. and Oakley, Inc.

10.1		Non-Competition Agreement, dated June 20, 2007, by and among Luxottica Group S.p.A., Norma Acquisition Corp., Oakley, Inc. and Jim Jannard.

99.1		Voting Agreement, dated June 20, 2007, by and among Luxottica Group S.p.A., Norma Acquisition Corp. and Jim Jannard.

99.2		Joint Press Release of Oakley, Inc. and Luxottica Group S.p.A., dated June 20, 2007.

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

		OAKLEY, INC.
Date: June 5, 2007	By:	/s/ Cos Lykos Name: Cos Lykos Title: VP, Business Development

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 thereunto duly authorized.


	OAKLEY, INC.
Date: June 21, 2007	By:	/s/ Richard Shields
		Name:	Richard Shields
		Title:	Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated June 20, 2007, by and among Luxottica Group S.p.A., Norma Acquisition Corp. and Oakley, Inc.

10.1		Non-Competition Agreement, dated June 20, 2007, by and among Luxottica Group S.p.A., Norma Acquisition Corp., Oakley, Inc. and Jim Jannard.

99.1		Voting Agreement, dated June 20, 2007, by and among Luxottica Group S.p.A., Norma Acquisition Corp. and Jim Jannard.

99.2		Joint Press Release of Oakley, Inc. and Luxottica Group S.p.A., dated June 20, 2007.

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