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): November 18, 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 7.01. | Regulation FD Disclosure. |
On November 18, 2016, our newly formed indirect subsidiary, Ultimate Survival Technologies, LLC, a Delaware limited liability company (“UST, LLC”), completed the previously announced acquisition of substantially all of the assets of Ultimate Survival Technologies, Inc., a Florida corporation (“USTI”), pursuant to an Asset Purchase Agreement, dated as of November 3, 2016, by and among, Battenfeld Technologies, Inc., a Missouri corporation, UST, LLC, USTI, and the stockholders of USTI set forth therein. The acquisition was financed using existing cash balances.
On November 21, 2016, we issued a press release announcing the closing of the acquisition of substantially all of the assets of USTI. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
| 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 November 21, 2016, entitled “Smith & Wesson’s Battenfeld Technologies Completes Previously Announced Acquisition of UST 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: November 21, 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 November 21, 2016, entitled “Smith & Wesson’s Battenfeld Technologies Completes Previously Announced Acquisition of UST 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 UST Brands
SPRINGFIELD, Mass., November 21, 2016 — Smith & Wesson Holding Corporation (NASDAQ Global Select: SWHC), a leading manufacturer of firearms and provider of quality accessory products for the shooting, hunting, and rugged outdoor enthusiast, today announced that its Outdoor Products & Accessories segment, through a subsidiary of Battenfeld Technologies, Inc., has completed the acquisition of substantially all of the assets of Ultimate Survival Technologies, Inc. (“UST Brands”), a provider of high quality survival and camping equipment, for $32.3 million in cash. In addition, up to $2.0 million will be due over a period of two years following the closing, contingent upon the financial performance of the acquired business. Based in Columbia, Missouri, Battenfeld Technologies develops and sells shooting, reloading, gunsmithing, gun cleaning supplies, knives, and specialty tools under several popular, premium brands, including Caldwell® Shooting Supplies, Wheeler® Engineering, Tipton® Gun Cleaning Supplies, Lockdown® Vault Accessories, Schrade®, Old Timer®, Uncle Henry®, Imperial™, Smith & Wesson®, and M&P®.
The signing of the definitive purchase agreement for the acquisition was previously announced on November 4, 2016, and a copy of that announcement can be found at: http://ir.smith-wesson.com/phoenix.zhtml?c=90977&p=irol-newsArticle&ID=2219753.
UST Brands is a recognized provider of some of the finest survival and camping equipment on the market. Operating out of a 100,625 square foot facility in Jacksonville, Florida, UST Brands offers a complete assortment of survival and camping equipment, including LED lights, patented all-weather fire starters, unbreakable signal mirrors, premium outdoor cutting tools, first aid kits, signal whistles, survival kits, camp kitchen products, and more. UST Brands’ products are sold through a variety of outdoor, sporting goods, and large retailers, as well as through online merchandisers. For more information on UST Brands, visit www.ustbrands.com.
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 & Accessories. 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 & Accessories 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 & Accessories 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.