UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 1.01. | Entry into a Material Definitive Agreement. |
On May 29, 2020, we entered into a plan of merger, or the Plan of Merger, with our recently formed wholly owned subsidiary, Smith & Wesson Brands, Inc., a Nevada corporation, or Merger Sub, pursuant to which we agreed that Merger Sub would merge with and into our company, or the Merger. Following the consummation of the Merger, the separate existence of Merger Sub would cease, and we would continue as the surviving corporation with our name changed to Smith & Wesson Brands, Inc.
Pursuant to the Plan of Merger, (i) our articles of incorporation in effect at the effective time of the Merger, as amended pursuant to the Articles of Merger (as defined below) to change the name of the surviving corporation to Smith & Wesson Brands, Inc., would be the articles of incorporation of the surviving corporation, (ii) our bylaws in effect at the effective time of the Merger would be the bylaws of the surviving corporation, and (iii) our directors and officers immediately prior to the effective time of the Merger would be the directors and officers of the surviving corporation.
The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Plan of Merger, and is subject to and qualified in its entirety by reference to the full text of the Plan of Merger, which is attached hereto as Exhibit 2.12.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 29, 2020, we filed articles of merger, or the Articles of Merger, with the Secretary of State of the state of Nevada to effect the Merger. The Articles of Merger provided that Article I of our articles of incorporation was amended to change our name to Smith & Wesson Brands, Inc.
The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Articles of Merger, and is subject to and qualified in its entirety by reference to the full text of the Articles of Merger, which are attached hereto as Exhibit 3.10.
| Item 7.01. | Regulation FD Disclosure. |
We are furnishing the disclosure in this Item 7.01 in connection with the disclosure of information in the form of the textual information from a press release released on June 1, 2020 announcing our name change and ticker symbol change. 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 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibits | |||
| 2.12 |
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| 3.10 |
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| 99.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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 BRANDS, INC. | ||||||
| Date: June 1, 2020 |
By: |
/s/ Robert J. Cicero | ||||
| Robert J. Cicero | ||||||
| Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | ||||||
Exhibit 2.12
PLAN OF MERGER
THIS PLAN OF MERGER is adopted, made and entered into as of May 29, 2020 (this “Plan of Merger”) by American Outdoor Brands Corporation, a Nevada corporation (“Parent”), in accordance with Section 92A.180 of the Nevada Revised Statutes (“NRS”).
1. Parent and Subsidiary. Smith & Wesson Brands, Inc., a Nevada corporation (“Merger Sub”), is a wholly-owned subsidiary of Parent.
2. Merger. Merger Sub shall be merged with and into Parent(the “Merger”) at the Effective Time (as defined below). Following the Effective Time, the separate existence of Merger Sub shall cease, and Parent shall continue as the surviving corporation (the “Surviving Corporation”), and Parent shall be the corporation surviving the Merger and its name shall be changed to “Smith & Wesson Brands, Inc.” (the “Surviving Corporation”). The effects and consequences of the Merger shall be as set forth in this Agreement and the NRS.
3. Effective Time. The Merger shall be effective upon the filing of the articles of merger (“Articles of Merger”) with the Nevada Secretary of State (the “Effective Time”). The Merger shall have the effects set forth in the NRS, including, without limitation, NRS 92A.250(1). Without limiting the general of the foregoing, from and after the Effective Time, all the rights, privileges, immunities, powers, franchises, property (real, personal, and mixed), restrictions, disabilities, duties, and debts of Merger Sub shall become the debts, liabilities, obligations and duties of Parent, as the Surviving Corporation.
4. Articles of Incorporation; Name Change. The articles of incorporation of Parent in effect at the Effective Time, as amended pursuant to the Articles of Merger to change the name of the Surviving Corporation to Smith & Wesson Brands, Inc., shall be the articles of incorporation of the Surviving Corporation until thereafter amended as provided therein or by the NRS.
5. Bylaws. The bylaws of Parent in effect at the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by the NRS.
6. Directors. The directors of Parent immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, and shall hold office until their respective successors are duly elected or appointed and qualified in the manner provided for in the articles of incorporation and bylaws of the Surviving Corporation, or until the earlier or their respective death, resignation or removal.
7. Officers. The officers of Parent immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, and shall hold office until their respective successors are duly elected or appointed and qualified in the manner provided for in the articles of incorporation and bylaws, or until the earlier of their respective death, resignation or removal.
8. Cancelation of Merger Sub Stock. At the Effective Time, one (1) share of stock, $0.001 par value per share, of Merger Sub owned by Parent, which represents all of the issued and outstanding capital stock of Merger Sub, shall be cancelled and no shares of Parent or other consideration shall be issued or delivered in exchange therefor.
9. Waiver of Notice. Parent, as the sole owner of Merger Sub, hereby waives the requirement of Section 92A.180(4) of the NRS that the Surviving Corporation mail a copy or summary of this Plan of Merger to each owner of Merger Sub.
10. Further Assurance. From time to time, as and when requested by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Merger Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other action, as shall be appropriate or necessary to vest, perfect, or confirm, of record or otherwise, in the Surviving Corporation the title to and possession of all property, interest, assets, rights, privileges, immunities, powers, franchises, and authority of Merger Sub, and otherwise carry out the purposes of this Plan of Merger, and the directors and appropriate officers of the Surviving Corporation are fully authorized for, in the name and on behalf of Merger Sub or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
11. Prior Corporate Acts. This Plan of Merger was adopted and approved by the Parent’s Board of Directors on March 31, 2020. All corporate acts, plans, policies, contracts, approvals, and authorizations of Parent or Merger Sub, their respective stockholders, members, board of directors, committees elected or appointed by their respective board of directors, managers, officers, and agents that were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, approvals, and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to Parent and Merger Sub. On the Effective Date, the employees and agents of Parent and Merger Sub shall become the employees and agents of the Surviving Corporation and shall continue to be entitled to the same rights and benefits they enjoyed as employees and agents of such respective corporation.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Plan of Merger has been adopted and executed by Parent, as the surviving parent domestic corporation, by a duly appointed officer as of the date first above written.
| American Outdoor Brands Corporation | ||
| By: | /s/ Mark P. Smith | |
| Name: | Mark P. Smith | |
| Title: | Co-CEO and Co-President | |
| Acknowledged and agreed to: | ||
| Smith & Wesson Brands, Inc. | ||
| By: | /s/ Jeffrey D. Buchanan | |
| Name: | Jeffrey D. Buchanan | |
| Title: | Executive Vice President, Chief Financial Officer, and Treasurer | |
[Signature page to Plan of Merger]
Exhibit 3.10
BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA LOGO OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 Certified Copy Work Order Number: W2020052901904 Reference Number: 20200693078 Through Date: 5/29/2020 2:19:23 PM Corporate Name: Smith & Wesson Brands, Inc.5/29/2020 2:19:23 PM The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report. Certified By: Ashley Pion Certificate Number: B20200529824370 You may verify this certificate online at http://www.nvsos.gov Respectfully, BARBARA K. CEGAVSKE Nevada Secretary of State Document Number Description Number of Pages 20200693069 Articles of Merger 4
Filed in the Office of Secretary of State State Of Nevada Business Number C5140-1991 Filing Number 20200693069 Filed On 5/29/2020 1:59:00 PM Number of Pages 4 ABOVE SPACE IS FOR OFFICE USE ONLY BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: Conversion Exchange X Merger TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT 1. Entity Information: Entity Name: (Constituent, Acquired I Smith & Wesson Brands, Inc. or Merging) Jurisdiction: I Nevada I Entity Type*:I Corporation If more than one entity being acquired or merging please attach additional page. 2. Entity Information: Entity Name: (Resulting, Acquiring American Outdoor Brands Corporation or Surviving) Jurisdiction: I Nevada I Entity Type*: I Corporation 3. Plan of Conversion, D The entire plan of conversion, exchange or merger is attached to these articles. Exchange or Merger: The complete executed plan of conversion is on file - at the registered office or principal place (select one box) of business of the resulting entity. The entire plan of exchange or merger is on file at the registered office of the acquiring corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring entity (NRS 92A.200). O The complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required by NRS 88.330. (Conversion only) 4. Approval: Exchange/Merger: (If more than one entity Owner’s approval (NRS 92A.200) (options a, b or c must be used for each entity) being acquired or A. Owner’s approval was not required from the: merging please attach Acquired/merging additional approval Acquiring/surviving page.) B. The plan was approved by the required consent of the owners of: D Acquired/merging Acquiring/surviving C. Approval of plan of exchange/merger for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging D Acquiring/surviving Smith & Wesson Brands, Inc. Name of acquired/merging entity Name of acquiring/surviving entity 5. Effective Date and Date: Time: (Optional) Time: I (must not be later than 90 days after the certificate is filed) corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust. Page 1 of 4 Revised: 1/1/2019
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: Conversion Exchange X Merger TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT 4. Approval Continued: (If more than one entity being acquired or merging please attach additional approval page.) Exchange/Merger: Owner’s approval (NRS 92A.200) (options a, b or c must be used for each entity) X A. Owner’s approval was not required from the: Acquired/merging X Acquiring/surviving B. The plan was approved by the required consent of the owners of: II Acquired/merging Acquiring/surviving C. Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging Acquiring/surviving Name of acquired/merging entity [American Outdoor Brands Corporation Name of acquiring/surviving entity Exchange/Merger: Owner’s approval (NRS 92A.200) (options a, b or c must be used for each entity) A. Owner’s approval was not required from the: Acquired/merging P Acquiring/surviving B. The plan was approved by the required consent of the owners of: Acquired/merging Acquiring/surviving C. Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging Acquiring/surviving Name of acquired/merging entity Name of acquiring/surviving entity corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust. 4. Approval Continued: (If more than one entity being acquired or merging please attach additional approval page.) Page 2 of 4 Revised: 1/1/2019
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov Articles of Conversion/Exchange/Merger NRS 92A.200 and 91A., 205 6.Forwarding Address for Service of Process: (Conversion and Mergers only, if resulting/surviving entity is foreign) 7. Amendment, if any, to the articles or certificate of the surviving entity. (NRS 92A.200): (Merger only) 8. Declaration: (Exchange and Merger only) 1 I Name Country Care of Address City State Zip/Postal Code The text of Article I of the Second Amended and Restated Articles of Incorporation of the surviving entity, American Outdoor Brands Corporation, is hereby deleted in its entirety and replaced as follows: “The name of the corporation (which is hereinafter referred to as the “Corporation”) is Smith & Wesson Brands, Inc.” — Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. Exchange: The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200). Merger: (Select one box) The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). The undersigned declares that a plan of merger has been adopted by the parent domestic X 9. Signature Statement: (Required) entity (NRS 92A.180). Conversion: A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity. Signatures - must be signed by: 1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or one member if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited-liability partnership (a.k.a. general partnership governed by NRS chapter 87). 2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it. Name of constituent entity Form will be returned if unsigned. This form must be accompanied by appropriate fees. Page 3 of 4 Revised: 1/1/2019
Articles of Conversion/Exchange/Merger NRS 92A.200 and 91A.205 9. Signature Statement Continued: (Required) Exchange: Signatures- Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230) Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange. The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed X Merger: Signatures- Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230). The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. 10. Signature(s): (Required) I Smith & Wesson Brands, Inc. Name of acquired merging entity X Secretary 5/29/2020 Signature (Exchange/Merger) Title Date If more than one entity being acquired or merging please attach additional page of information and signatures. American Outdoor Brands Corporation Name of acquiring surviving entity X Secretary 05/29/2020 Signature (Exchange/Merger) Title Date X Signature of Constituent Entity (Conversion) Title Date Please include any required or optional information in space below: (attach additional page(s) if necessary) Form will be returned if unsigned. This form must be accompanied by appropriate fees. Page 4 of 4 Revised: 1/1/2019
SECRETARY OF STATE THE GREAT SEAL OF THE STATE OF NEVADA STATE OF NEVADA NEVADA STATE BUSINESS LICENSE Smith & Wesson Brands, Inc. Nevada Business Identification # NV19911029868 Expiration Date: 06/30/2020 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada. Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 05/29/2020. Certificate Number: B20200529824358 You may verify this certificate online at http://www.nvsos.gov BARBARA K. CEGAVSKE Secretary of State
Exhibit 99.1
Contact: Liz Sharp, VP Investor Relations
Smith & Wesson Brands, Inc.
(413) 747-6284
lsharp@aob.com
American Outdoor Brands Prepares for Spin-Off
With Name and Stock Ticker Symbol Change
Company Prepares for Spin-Off of Outdoor Products & Accessories Business
Fourth Quarter and Full Fiscal 2020 Financial Release and Conference Call Scheduled
SPRINGFIELD, Mass., June 1, 2020 – Smith & Wesson Brands, Inc. (NASDAQ Global Select: SWBI), (formerly American Outdoor Brands Corporation), one of the world’s leading providers of firearms and quality products for the shooting, hunting, and rugged outdoor enthusiast, has changed its name from American Outdoor Brands Corporation to Smith & Wesson Brands, Inc. and its ticker symbol from AOBC to SWBI. The name change reflects the company’s preparation for the previously announced spin-off of its outdoor products and accessories business as a tax-free stock distribution to its stockholders in late summer 2020, a transaction that would create two independent publicly traded companies: Smith & Wesson Brands, Inc. (which would encompass the firearm business) and American Outdoor Brands, Inc. (which would encompass the outdoor products and accessories business). The company also unveiled the logo for the American Outdoor Brands, Inc. spin-off company, which is also available for viewing at www.aout.aob.com.
Barry M. Monheit, Chairman of the Board, said, “The name change of our parent company is an important step toward spinning off our outdoor products and accessories business, which remains on track to occur in late summer. We believe that separating into two independent public companies will allow each organization to better align its strategic objectives with its capital allocation priorities. We also believe that this action will give the investment community clearer insight into the value creation potential in each of these independent companies, ultimately driving enhanced stockholder value.”
The company’s common shares continue to be listed for trading on the Nasdaq Global Select exchange under the ticker symbol ‘SWBI’. In conjunction with the name and ticker symbol change, the company’s common shares have been assigned a new CUSIP number of 831754 106.
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The company also announced that it plans to release its fourth quarter and full fiscal 2020 financial results on Thursday, June 18, after the close of the market. The full text of the press release will be available on the Smith & Wesson Brands, Inc. web site at www.aob.com under the Investor Relations section.
Financial Results Conference Call
The company will host a conference call and webcast on June 18, 2020, to discuss its fourth quarter and full fiscal 2020 financial and operational results. Speakers on the conference call will include Brian Murphy, Co-President and Co-Chief Executive Officer, Mark Smith, Co-President and Co-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 identification number 4395365. No RSVP is necessary. The conference call audio webcast can also be accessed live on the company’s website at www.aob.com, under the Investor Relations section.
About Smith & Wesson Brands, Inc.
Smith & Wesson Brands, Inc. (NASDAQ Global Select: SWBI) 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 iconic 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 is an industry leading provider of shooting, reloading, gunsmithing and gun cleaning supplies, specialty tools and cutlery, and electro-optics products and technology for firearms. This segment produces innovative, top quality products under the brands Caldwell®; Crimson Trace®; Wheeler®; Tipton®; Frankford Arsenal®; Lockdown®; BOG®; Hooyman®; Smith & Wesson® Accessories; M&P® Accessories; Thompson/Center Arms™ Accessories; Performance Center® Accessories; Schrade®; Old Timer®; Uncle Henry®; Imperial®; BUBBA®; UST®; and LaserLyte®. For more information 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, among others, our expectation to complete the spin-off of our outdoor products and accessories business as a tax-free stock distribution to our stockholders in late summer 2020, thereby creating two independent, publicly traded companies: Smith & Wesson Brands, Inc. (which would encompass the firearm business) and American Outdoor Brands, Inc. (which would encompass the outdoor products and accessories business); our belief that separating into two independent public companies will allow each organization to better align its strategic objectives with its capital allocation priorities; and our belief that this action will give the investment community clearer insight into the value creation potential in each of these independent companies, ultimately driving enhanced stockholder value. We caution that these statements are qualified by important risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, economic, social, political, legislative, and regulatory factors; the potential for increased regulation of firearms and firearm-related products; actions of social activists that could have an adverse effect on our business; the impact of lawsuits; the demand for our products; the state of the U.S. economy in general and the firearm industry in particular; general economic conditions and consumer spending patterns; our competitive environment; the supply, availability, and costs of raw materials and components; the impact of protectionist tariffs and trade wars; speculation surrounding fears of terrorism and crime; our anticipated growth and growth opportunities; our ability to increase demand for our products in various markets, including consumer, law enforcement, and military channels, domestically and internationally; our penetration rates in new and existing markets; our strategies; our ability to maintain and enhance brand recognition and reputation; risks associated with the establishment of our new 630,000 square foot Logistics & Customer Services facility in Missouri; our ability to introduce new products; the success of new products; our ability to expand our markets; our ability to integrate acquired businesses in a successful manner; the general growth of our outdoor products and accessories business; the potential for cancellation of orders from our backlog; the completion of our proposed spin-off; 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, 2019.
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