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): February 5, 2018
American Outdoor Brands 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
(Address of principal executive offices) (Zip Code)
(800) 331-0852
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CRF 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2018, our Board of Directors appointed Anita Britt as a director. It is currently anticipated that Ms. Britt will serve on the Audit Committee of the Board of Directors. In connection with the appointment of Ms. Britt as a director, we granted Ms. Britt restricted stock units, or RSUs, for 9,514 shares of our common stock. One-twelfth of the RSUs will vest each month and be delivered on the one-year anniversary of the February 5, 2018 grant date. Ms. Britt will also be eligible to receive compensation for her service on the Board of Directors in accordance with board compensation policies in effect from time to time, which are described under the caption “Director Compensation” in our proxy statement filed with the Securities and Exchange Commission, or the SEC, on August 7, 2017. In connection with her appointment, we will enter into our standard form of indemnity agreement with Ms. Britt, as originally filed with the SEC on June 30, 2009. There are no other arrangements or understandings pursuant to which Ms. Britt was selected as a director. There are no related party transactions between us and Ms. Britt reportable under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On February 6, 2018, we issued a conditional notice of redemption to holders of our outstanding 5.000% Senior Notes due 2018, or the Notes, that we will redeem all of our outstanding Notes on March 5, 2018, or the Redemption Date. The redemption price for the Notes will be 100.00% of the principal amount of the Notes, plus accrued and unpaid interest on the Notes to, but not including, the Redemption Date, or the Redemption Price, in accordance with the provisions of the indenture governing the Notes. The notice of redemption is conditioned upon the closing of a new $75 million notes offering prior to the Redemption Date. We reserve the right to waive the condition in our sole discretion.
This Current Report on Form 8-K does not constitute a notice of redemption under the indenture governing the Notes.
We are also furnishing the disclosure in this Item 7.01 in connection with the disclosure of information in the form of textual information from a press release dated February 6, 2018. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Exhibits | |
| 99.1 | Press release from American Outdoor Brands Corporation, dated February 6, 2018 | |
EXHIBIT INDEX
| 99.1 | Press release from American Outdoor Brands Corporation, dated February 6, 2018 | |
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.
| AMERICAN OUTDOOR BRANDS CORPORATION | ||
| By: | /s/ Jeffrey D. Buchanan | |
| Jeffrey D. Buchanan Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer | ||
Date: February 6, 2018
Exhibit 99.1
Contact: Liz Sharp, VP Investor Relations
American Outdoor Brands Corporation
(413) 747-6284
lsharp@aob.com
Anita Britt Joins Board of American Outdoor Brands Corp.
Company Also Announces Conditional Redemption Of Its 5.000% Senior Notes Due 2018
SPRINGFIELD, Mass., February 6, 2018 — American Outdoor Brands Corporation (NASDAQ Global Select: AOBC), one of the world’s leading providers of firearms and quality products for the shooting, hunting, and rugged outdoor enthusiast, today announced that Anita Britt has joined the company’s board of directors and will serve on the Audit Committee.
Ms. Britt has over 20 years of experience in the consumer products industry. She most recently served as Chief Financial Officer for Perry Ellis International Inc., a publicly traded apparel and accessories business with annual revenues of approximately $900 million. Ms. Britt played a strategic role in the overall management of the company during an 8-year tenure from which she retired in 2017. Prior to Perry Ellis International, she served as Executive Vice President and Chief Financial Officer of retailer Urban Brands, and earlier as Executive Vice President, Finance for Jones Apparel Group, Inc.
Ms. Britt earned a B.S. degree in Accounting from Pennsylvania State University and began her career at Coopers & Lybrand. She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants, the Pennsylvania Institute of Certified Public Accountants, as well as the National Association of Corporate Directors. Ms. Britt also serves on the Board of Trustees of St. Thomas University.
Barry Monheit, Chairman of the Board of American Outdoor Brands Corporation, said, “Anita is an accomplished financial executive with extensive consumer retail experience in numerous well-known and respected brands. Her financial acumen, combined with her leadership experience in all aspects of corporate financial management, will be a tremendous asset to our board of directors and our Audit Committee.”
The company also announced that it intends to redeem its 5.000% Senior Notes with a principal amount of $75 million due in 2018. The redemption price will be equal to 100.00% of the principal value plus accrued and unpaid interest on March 8, 2018. 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 redemption is conditioned upon the closing of a new $75 million notes offering prior to the redemption date. The new notes will be issued to several existing noteholders and will have nearly identical terms as the redeemed notes but with an expected maturity in August 2020. The company reserves the right to waive the condition in its sole discretion.
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About American Outdoor Brands Corporation
American Outdoor Brands Corporation (NASDAQ Global Select: AOBC) 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 long gun, and suppressor products sold under the Smith & Wesson®, M&P®, Thompson/Center Arms™, and Gemtech® brands as well as provides 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, tactical lighting products, and survival and camping equipment. 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®, Golden Rod® Moisture Control, Schrade®, Old Timer®, Uncle Henry®, Imperial®, Bubba Blade®, and UST®. For more information on American Outdoor Brands Corporation, call (844) 363-5386 or log on to www.aob.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, and the closing of a new $75 million notes offering prior to the redemption date. 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, 2017.
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