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): December 11, 2014
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) |
Registrant’s telephone number, including area code: (800) 331-0852
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:
| ¨ | 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 2.01. Completion of Acquisition or Disposition of Assets.
On December 11, 2014, we completed our previously announced acquisition of all of the issued and outstanding stock of Battenfeld Acquisition Company Inc., a Delaware corporation, including its wholly owned subsidiary, Battenfeld Technologies, Inc., a Missouri corporation, pursuant to a Stock Purchase and Sale Agreement, dated as of November 25, 2014 (the “Stock Purchase Agreement”), by and among us, Clearview Battenfeld Acquisition Company LLC, a Delaware limited liability company (“Clearview”), and the members and optionholders of Clearview set forth therein. The acquisition was financed using a combination of existing cash balances and cash from a $100 million draw on our existing line of credit, which was expanded to $125 million as a result of our partial exercise of the accordion feature on that line of credit, as further described in Item 2.03 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 26, 2014.
The foregoing description of the acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is filed as Exhibit 2.9 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 26, 2014 and is incorporated by reference into this Item 2.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As described in Item 1.01 of this Current Report on Form 8-K, on December 11, 2014, we made a $100 million draw on our existing line of credit to partially fund the acquisition. The disclosure provided in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On December 12, 2014, we issued a press release announcing the closing of the acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
The financial statements required to be filed pursuant to this item will be filed by amendment within 71 calendar days after the date of this Current Report on Form 8-K.
| (b) | Pro Forma Financial Information. |
The pro forma financial information required to be filed pursuant to this item will be filed by amendment within 71 calendar days after the date of this Current Report on Form 8-K.
| (c) | Shell Company Transactions. |
Not applicable.
| (d) | Exhibits. |
| Exhibit |
Exhibits | |
| 99.1 | Press release from Smith & Wesson Holding Corporation, dated December 12, 2014, entitled “Smith & Wesson Holding Corporation Completes Previously Announced Acquisition of Battenfeld Technologies, Inc.” | |
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.
| Date: December 12, 2014 | SMITH & WESSON HOLDING CORPORATION | |||||
| By: | /s/ Jeffrey D. Buchanan | |||||
| Jeffrey D. Buchanan | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| 99.1 | Press release from Smith & Wesson Holding Corporation, dated December 12, 2014, entitled “Smith & Wesson Holding Corporation Completes Previously Announced Acquisition of Battenfeld Technologies, Inc.” |
Exhibit 99.1
| FOR IMMEDIATE RELEASE
Contacts: Liz Sharp, VP Investor Relations Smith & Wesson Holding Corporation lsharp@smith-wesson.com |
| |||
Smith & Wesson Holding Corporation Completes Previously Announced Acquisition of Battenfeld Technologies, Inc.
SPRINGFIELD, Mass., December 12, 2014 — Smith & Wesson Holding Corporation (NASDAQ Global Select: SWHC), a leader in firearm manufacturing and design, today announced that it has completed the acquisition of Battenfeld Technologies, Inc., an industry-leading provider of hunting and shooting accessories, for approximately $130.5 million, subject to post-closing adjustments. The acquisition, which provides a broad, established platform for Smith & Wesson’s firearm accessories business, is expected to be accretive to Smith & Wesson gross margins, earnings per share, and cash generated in fiscal 2016, which begins May 1, 2015.
The signing of the definitive purchase agreement for the acquisition was announced on November 26, 2014, and a copy of that announcement can be found at:
http://ir.smith-wesson.com/phoenix.zhtml?c=90977&p=irol-newsArticle&ID=1993211. Based in Columbia, Missouri, Battenfeld Technologies develops and sells shooting, reloading, gunsmithing, and gun cleaning supplies under several popular, premium brands, including Caldwell® Shooting Supplies, Wheeler® Engineering, Tipton® Gun Cleaning Supplies, and Lockdown® Vault Accessories.
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, Maine, and Connecticut. For more information on Smith & Wesson, call (800) 331-0852 or log on to www.smith-wesson.com.
Safe Harbor Statement
Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements include our belief that the acquisition of Battenfeld Technologies provides a broad, established platform for our firearm accessories business and the accretive effect of the acquisition of Battenfeld Technologies on our gross margins, earnings per share, and cash generated in fiscal 2016. We caution that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, but are not limited to, difficulties in the integration of Battenfeld Technologies with our company; the potential loss of key personnel, customers, or suppliers; any reduction in the sales of our products; and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2014.