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
July 26, 2012
Date of Report (Date of earliest event reported)
Smith & Wesson Holding Corporation
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-31552 | 87-0543688 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 2100 Roosevelt Avenue Springfield, Massachusetts |
01104 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(800) 331-0852
(Registrant’s telephone number, including area code)
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):
| ¨ | 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 8.01. Other Events.
As previously announced, on July 10, 2012, we entered into an Asset Purchase Agreement with FutureNet Group, Inc. of Detroit, Michigan, to dispose of substantially all of the assets and various liabilities of our wholly owned subsidiary, Smith & Wesson Security Solutions, Inc., a provider of turnkey perimeter security solutions to protect and control access to key military, government, and corporate facilities, which we reported as discontinued operations in our Annual Report on Form 10-K for the fiscal year ended April 30, 2012. We completed the disposition on July 26, 2012.
A copy of the press release announcing the completion of the transaction is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
Not applicable.
| (b) | Pro Forma Financial Information. |
Not applicable.
| (c) | Shell Company Transactions. |
Not applicable.
| (d) | Exhibits. |
| Exhibit Number |
Exhibits | |
| 99.1 | Press release from Smith & Wesson Holding Corporation, dated July 27, 2012, entitled “Smith & Wesson Holding Corporation Completes Sale of Smith & Wesson Security Solutions Assets” | |
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.
| SMITH & WESSON HOLDING CORPORATION | ||||||
| Date: July 27, 2012 | By: | /s/ Jeffrey D. Buchanan | ||||
| Jeffrey D. Buchanan | ||||||
| Executive Vice President, Chief Financial Officer, and Treasurer | ||||||
EXHIBIT INDEX
| 99.1 | Press release from Smith & Wesson Holding Corporation, dated July 27, 2012, entitled “Smith & Wesson Holding Corporation Completes Sale of Smith & Wesson Security Solutions Assets” |
Exhibit 99.1
Contacts:
Liz Sharp, VP Investor Relations
Smith & Wesson Holding Corp.
(413) 747-3304
lsharp@smith-wesson.com
Smith & Wesson Holding Corporation Completes Sale of
Smith & Wesson Security Solutions Assets
SPRINGFIELD, Mass., July 27, 2012 — Smith & Wesson Holding Corporation (NASDAQ Global Select: SWHC), a leader in firearm manufacturing and design, today announced that is has completed the sale of substantially all of the assets and various liabilities of Smith & Wesson Security Solutions, Inc. (SWSS), a wholly owned subsidiary of the company that provides turnkey perimeter security solutions and that was reported as discontinued operations in the company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012.
Smith & Wesson had previously announced, on October 6, 2011, that it had decided to divest SWSS. On July 10, 2012, the company announced that it had entered into an Asset Purchase Agreement with FutureNet Group, Inc. of Detroit, Michigan, to dispose of substantially all of the assets and various liabilities of SWSS. The company completed the disposition on July 26, 2012. The total consideration is less than $10.0 million, including proceeds from a two-year licensing agreement.
About Smith & Wesson
Smith & Wesson Holding Corporation (NASDAQ Global Select: SWHC) is a U.S.-based
leader in firearm manufacturing and design, delivering a broad portfolio of quality firearms, related products, and training to the global military, law enforcement, and consumer markets. The company’s brands include Smith & Wesson®, M&P™, and Thompson/Center Arms. Smith & Wesson facilities are located in Massachusetts and Maine.
For more information on Smith & Wesson, call (800) 331-0852 or log on
to www.smith-wesson.com.
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