posam
As
filed with the Securities and Exchange Commission on June 29, 2011
Registration No. 333-160911
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Smith & Wesson Holding Corporation
(Exact name of registrant as specified in its charter)
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Nevada
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87-0543688 |
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(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification Number) |
2100 Roosevelt Avenue
Springfield, Massachusetts 01104
(800) 331-0852
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
Michael F. Golden
President and Chief Executive Officer
2100 Roosevelt Avenue
Springfield, Massachusetts 01104
(800) 331-0852
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Robert S. Kant, Esq.
Jeremy D. Zangara, Esq.
Greenberg Traurig, LLP
2375 East Camelback Road, Suite 700
Phoenix, Arizona 85016
(602) 445-8000 (phone)
(602) 445-8100 (facsimile)
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box.
o
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) to the Registration
Statement on Form S-3 of Smith & Wesson Holding Corporation (333-160911), as amended (the
Registration Statement), is being filed to remove from registration all securities registered
under the Registration Statement.
On September 11, 2009, the Securities and Exchange Commission declared effective the
Registration Statement relating to the resale, from time to time, of up to 9,493,808 shares of our
common stock by the selling stockholders named in the Registration Statement pursuant to the plan
of distribution set forth therein. Our obligation to keep the Registration Statement effective has
terminated under the terms of the registration agreement with the selling stockholders. We hereby
remove from registration all securities registered under the Registration Statement that remain
unsold as of the date of this Post-Effective Amendment.
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-3 and
has duly caused this post-effective amendment no. 1 to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Springfield, Commonwealth
of Massachusetts, on June 28, 2011.
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SMITH & WESSON HOLDING CORPORATION
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By: |
/s/ Michael F. Golden
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Michael F. Golden |
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President and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Position |
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Chairman of the Board
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June 28, 2011 |
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/s/ Michael F. Golden
Michael F. Golden
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President, Chief Executive
Officer, and Director
(Principal Executive Officer)
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June 28, 2011 |
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/s/ Jeffrey D. Buchanan
Jeffrey D. Buchanan
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Executive Vice President,
Chief Financial Officer, and
Treasurer (Principal
Accounting and Financial
Officer)
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June 28, 2011 |
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Director
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June 28, 2011 |
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Director
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June 28, 2011 |
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Vice Chairman of the Board
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June 28, 2011 |
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Director
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June 28, 2011 |
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*By:
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/s/ Michael F. Golden |
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Michael F. Golden
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Attorney-in-Fact |
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