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): May 14, 2015
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 2.02. | Results of Operations and Financial Condition. |
We are furnishing this Current Report on Form 8-K in connection with the disclosure of information regarding the repayment of borrowings on our revolving line of credit in our fourth fiscal quarter of 2015 in the form of the textual information from a press release released on May 14, 2015. The disclosure provided in Item 7.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.02.
The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
| Item 7.01. | Regulation FD Disclosure. |
We are furnishing this Current Report on Form 8-K in connection with the disclosure of information in the form of the textual information from a press release released on May 14, 2015. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
On May 15, 2015, we will issue a notice pursuant to the terms and conditions of an indenture (the “Indenture”), dated as of June 17, 2013, between us and The Bank of New York Mellon Trust Company, N.A., as trustee, governing our 5.875% Senior Notes due 2017 (the “Notes”) that we intend to redeem all of the outstanding principal amount of the Notes on June 15, 2015 (the “Redemption Date”). The Notes, which have an outstanding principal balance of $100.0 million as of the date hereof, will be redeemed at a redemption price of 102.9375% of the principal amount of the Notes plus accrued and unpaid interest on the Notes to the Redemption Date in accordance with the terms of the Indenture. We intend to use existing cash balances and bank borrowings to fund the redemption of the Notes.
This Current Report on Form 8-K does not constitute a notice of redemption under the Indenture nor an offer to tender for, or purchase, any Notes or any other security.
The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
The text included with this Current Report on Form 8-K is available on our website located at www.smith-wesson.com, although we reserve the right to discontinue that availability at any time.
We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.
| 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 |
Exhibits | |
| 99.1 | Press release from Smith & Wesson Holding Corporation, dated May 14, 2015, entitled “Smith & Wesson Holding Corporation Repays $100 Million on Revolving Line of Credit and Announces Redemption of Its 5.875% Senior Notes Due 2017” | |
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: May 14, 2015 | 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 May 14, 2015, entitled “Smith & Wesson Holding Corporation Repays $100 Million on Revolving Line of Credit and Announces Redemption of Its 5.875% Senior Notes Due 2017” |
Exhibit 99.1
Contact: Liz Sharp, VP Investor Relations
Smith & Wesson Holding Corp.
(413) 747-6284
lsharp@smith-wesson.com
Smith & Wesson Holding Corporation Repays $100 Million on Revolving Line of Credit
and Announces Redemption of Its 5.875% Senior Notes Due 2017
SPRINGFIELD, Mass., May 14, 2015 — Smith & Wesson Holding Corporation (NASDAQ Global Select: SWHC), a leader in firearm manufacturing and design, today announced that during its fourth fiscal quarter of 2015, the company used cash from operations to fully repay the $100 million that had been borrowed from its revolving line of credit in December 2014 when the company acquired Battenfeld Technologies, Inc., leaving available the full capacity of the $175 million line of credit. The company also announced that it intends to redeem all of the $100 million principal amount of 5.875% Senior Notes due 2017 at a redemption price equal to 102.9375% of the principal amount thereof on June 15, 2015. Upon such redemption, the holders of the Senior Notes would also receive accrued and unpaid interest on the Senior Notes to the redemption date. The company intends to use bank borrowings and existing cash balances to fund the redemption of the Senior Notes.
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 firearm division brands include Smith & Wesson®, M&P®, and Thompson/Center Arms™. As an industry leading manufacturer of shooting, reloading, gunsmithing, and gun cleaning supplies, the company’s accessories division produces innovative, top quality products under Battenfeld Technologies, Inc., including Caldwell® Shooting Supplies, Wheeler® Engineering, Tipton® Gun Cleaning Supplies, Frankford Arsenal® Reloading Tools, Lockdown® Vault Accessories, and Hooyman™ Premium Tree Saws. Smith & Wesson facilities are located in Massachusetts, Maine, Connecticut, and Missouri. 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, but are not limited to, statements regarding our intention to redeem all of the outstanding principal amount of the Senior Notes, including the source of funds used for the redemption. 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 the state of the U.S. economy in general and the firearm industry in particular; general economic conditions and consumer spending patterns; and other risks detailed from time to time in our reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2014.
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