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): August 1, 2016
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 August 1, 2016, our newly formed indirect subsidiary, BTI Tools, LLC, a Delaware limited liability company (“BTI Tools”), completed the previously announced acquisition of substantially all of the assets of Taylor Brands, LLC, a Tennessee limited liability company (“Taylor”), pursuant to an Asset Purchase Agreement, dated as of July 15, 2016, by and among, BTI Tools, Taylor, and the members of Taylor set forth therein. The acquisition was financed using existing cash balances.
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 Asset Purchase Agreement, which is filed as Exhibit 2.10 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2016 and is incorporated by reference into this Item 2.01.
| Item 8.01. | Other Events. |
On August 1, 2016, we issued a press release announcing the closing of the acquisition of Taylor. 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. |
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 August 1, 2016, entitled “Smith & Wesson’s Battenfeld Technologies Completes Previously Announced Acquisition of Taylor Brands” | |
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: August 1, 2016 | SMITH & WESSON HOLDING CORPORATION | |||
| By: | /s/ Jeffrey D. Buchanan | |||
| Jeffrey D. Buchanan | ||||
| Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer | ||||
EXHIBIT INDEX
| 99.1 | Press release from Smith & Wesson Holding Corporation, dated August 1, 2016, entitled “Smith & Wesson’s Battenfeld Technologies Completes Previously Announced Acquisition of Taylor Brands” | |
Exhibit 99.1
| FOR IMMEDIATE RELEASE
Contact: Liz Sharp, VP Investor Relations Smith & Wesson Holding Corp. (413) 747-6284 lsharp@smith-wesson.com |
| |
Smith & Wesson®’s Battenfeld Technologies Completes
Previously Announced Acquisition of Taylor Brands
Smith & Wesson Schedules First Quarter Fiscal 2017 Financial Release and Conference Call
SPRINGFIELD, Mass., August 1, 2016 — Smith & Wesson Holding Corporation (NASDAQ Global Select: SWHC), a leading manufacturer of firearms and a provider of quality accessory products for the shooting, hunting, and rugged outdoor enthusiast, today announced that BTI Tools LLC, a wholly owned subsidiary of Smith & Wesson’s Accessories Division, Battenfeld Technologies, Inc., has completed the purchase of substantially all of the assets of Taylor Brands, LLC (“Taylor Brands”), a designer and distributor of high quality knives and specialty tools, for $85.0 million, subject to post-closing adjustments, utilizing cash on hand. 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.
The signing of the definitive purchase agreement for the acquisition was announced on July 18, 2016, and a copy of that announcement can be found at: http://ir.smith-wesson.com/phoenix.zhtml?c=90977&p=irol-newsArticle&ID=2186082.
Smith & Wesson will provide additional details and an update on the progress of the transaction during its fiscal first quarter earnings conference call, scheduled for September 1, 2016. Details of the conference call follow.
Conference Call and Webcast
The company will host a conference call and webcast on September 1, 2016, to discuss its first quarter fiscal 2017 financial and operational results. Speakers on the conference call will include James Debney, President and Chief Executive Officer, and Jeffrey D. Buchanan, Executive Vice President and Chief Financial Officer. The conference call may include forward-looking statements. The conference call and webcast will begin at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). Those interested in listening to the conference call via telephone may call directly at 844-309-6568 and reference conference code 59745084. No RSVP is necessary. The conference call audio webcast can also be accessed live
and for replay on the company’s website at www.smith-wesson.com, under the Investor Relations section. The company will maintain an audio replay of this conference call on its website for a period of time after the call. No other audio replay will be available.
About Smith & Wesson
Smith & Wesson Holding Corporation (NASDAQ Global Select: SWHC) is a leading manufacturer of firearms and a provider of quality accessory products for the shooting, hunting, and rugged outdoor enthusiast, delivering a broad portfolio of quality firearms and shooting, hunting, and outdoor accessories, to the global consumer and professional markets. The company’s firearms division brands include Smith & Wesson®, M&P®, and Thompson/Center Arms™. As a leading provider of shooting, hunting, and outdoor accessories, including reloading, gunsmithing, gun cleaning supplies, tree saws, and vault accessories, the company’s accessories division produces innovative, high-quality products under several brands, including Caldwell® Shooting Supplies, Wheeler® Engineering, Tipton® Gun Cleaning Supplies, Frankford Arsenal® Reloading Tools, Lockdown® Vault Accessories, Hooyman® Premium Tree Saws, BOG POD®, and Golden Rod® Moisture Control. The company’s manufacturing services division provides forging, machining, and precision plastic service for outside businesses. 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.