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 26, 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 26, 2016, we completed the previously announced acquisition of all of the issued and outstanding stock of Crimson Trace Corporation, an Oregon corporation (“Crimson Trace”) from Crimson Trace Holdings, LLC, a Washington limited liability company (“Crimson Trace Holdings”), pursuant to a Purchase Agreement, dated as of July 25, 2016, by and between us and Crimson Trace Holdings. 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 Purchase Agreement, which is filed as Exhibit 2.11 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2016 and is incorporated by reference into this Item 2.01.
| Item 8.01. | Other Events. |
On August 29, 2016, we issued a press release announcing the closing of the acquisition of Crimson Trace. 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 |
Exhibits | |
| 99.1 | Press release from Smith & Wesson Holding Corporation, dated August 29, 2016, entitled “Smith & Wesson Completes Previously Announced Acquisition of Crimson Trace Corp.” | |
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 29, 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 29, 2016, entitled “Smith & Wesson Completes Previously Announced Acquisition of Crimson Trace Corp.” |
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® Completes Previously Announced
Acquisition of Crimson Trace Corp.
SPRINGFIELD, Mass., August 29, 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 it has completed the acquisition of Crimson Trace Corporation (Crimson Trace), the industry leader in laser sighting systems and tactical lighting for firearms, for $95.0 million, subject to post-closing adjustments, utilizing cash on hand. Crimson Trace will operate as Smith & Wesson’s newly established Electro-Optics Division.
The signing of the definitive purchase agreement for the acquisition was announced on July 25, 2016, and a copy of that announcement can be found at: http://ir.smith-wesson.com/phoenix.zhtml?c=90977&p=irol-newsArticle&ID=2188000.
Smith & Wesson will discuss 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 provider of quality products for shooting, hunting, and rugged outdoor enthusiasts in the global consumer and professional markets. The company reports two segments: firearms and outdoor products. Firearms manufactures handgun and long gun products sold under the Smith & Wesson®, M&P®, and Thompson/Center Arms™ brands as well as providing forging, machining, and precision plastic injection molding services. Outdoor products provides shooting, hunting, and outdoor accessories, including reloading, gunsmithing, and gun cleaning supplies, tree saws, vault accessories, knives, laser sighting systems, and tactical lighting products. Brands in outdoor products include Smith & Wesson®, M&P®, Thompson/Center Arms™, Crimson Trace, 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 as well as knives and specialty tools under Schrade, Old Timer, Uncle Henry, and Imperial. For more information on Smith & Wesson, call (800) 331-0852 or log on to www.smith-wesson.com.