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Form 8-K
 
 

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

Date of Report (Date of earliest event reported): July 12, 2011

Smith & Wesson Holding Corporation
 (Exact name of registrant as specified in its 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)

Registrant’s telephone number, including area code: (800) 331-0852

 
 
(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:

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

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

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

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

 
 

 

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

On July 12, 2011, our Board of Directors appointed Robert H. Brust as a director. Mr. Brust will serve as a member of our Audit Committee. In connection with the appointment of Mr. Brust as a director, Mr. Brust received options to purchase 25,000 shares of our common stock. The options have an exercise price equal to the closing price of our common stock on July 12, 2011, with 1/12th of such options vesting each month after the date of grant. There are no other arrangements or understandings pursuant to which Mr. Brust was selected as a director. There are no related party transactions between us and Mr. Brust reportable under Item 404(a) of Regulation S-K.

On July 14, 2011, we issued a press release announcing Mr. Brust’s appointment. A copy of that press release 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 14, 2011, entitled “Robert H. Brust Joins Smith & Wesson Holding Corporation Board of Directors”

 

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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 15, 2011
  By:   /s/ Jeffrey D. Buchanan
 
        
 
       Jeffrey D. Buchanan
Executive Vice President, Chief Financial Officer, and
Treasurer

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EXHIBIT INDEX

99.1  
Press release from Smith & Wesson Holding Corporation, dated July 14, 2011, entitled “Robert H. Brust Joins Smith & Wesson Holding Corporation Board of Directors”

 

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Exhibit 99.1
EXHIBIT 99.1
         
Contacts:
 Liz Sharp, VP Investor Relations
Smith & Wesson Holding Corp.
(413) 747-3304
lsharp@smith-wesson.com
      (Smith & Wesson logo)
Robert H. Brust Joins Smith & Wesson
Holding Corporation Board of Directors
SPRINGFIELD, Mass., July 14, 2011 — Smith & Wesson Holding Corporation (NASDAQ Global Select: SWHC), a leader in the business of safety, security, protection, and sport, today announced that it has appointed Robert H. Brust to the company’s board of directors. Brust will serve as a member of the audit committee.
Brust, 68, most recently served as Chief Financial Officer for Sprint Nextel Corporation. Prior to that, he spent seven years as Chief Financial Officer and Executive Vice President of Eastman Kodak Company. He also served as Chief Financial Officer of Unisys Corporation. He spent 31 years at General Electric, where he last led the finance operations of the company’s plastics business. He joined General Electric in 1965, working in a variety of financial management positions in businesses including motors, capacitors, steam turbines and generators, and engineering services.
Barry M. Monheit, Chairman of the Board for Smith & Wesson Holding Corporation, said, “Bob is a seasoned executive with financial leadership experience at a number of world class, publicly traded companies. His extensive knowledge of financial and operational practices in manufacturing environments, as well as his prior board experience with consumer-oriented companies, will be a tremendous asset to our board of directors.”
Brust is a graduate of Penn State University and holds a BS in Accounting. He is a member of the board of directors and audit committee chairman of Covidien Ltd., a member of the ICG Commerce Manufacturing Executive Advisory Board, and a trustee for the Nantucket Cottage Hospital. He formerly served as director and audit committee chairman at Delphi Corporation and Applied Materials.
About Smith & Wesson
Smith & Wesson Holding Corporation (NASDAQ Global Select: SWHC) is a U.S.-based, global provider of products and services for safety, security, protection, and sport. The company delivers a broad portfolio of firearms and related training to the military, law enforcement, and sports markets, and designs and constructs facility perimeter security solutions for military and commercial applications. Smith & Wesson Holding Corporation companies include Smith & Wesson Corp., the globally recognized manufacturer of quality firearms; Smith & Wesson Security Solutions, Inc., a full-service perimeter security integrator, barrier manufacturer, and installer; and Thompson/Center Arms Company, Inc., a premier designer and manufacturer of premium hunting firearms. Smith & Wesson facilities are located in Massachusetts, Maine, and Tennessee. For more information on Smith & Wesson and its companies, call (800) 331-0852 or log on to www.smith-wesson.com.

 

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