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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)
SMITH & WESSON HOLDING CORPORATION
(Exact Name of Registrant as Specified in Charter)
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NEVADA
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001-31552
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87-0543688 |
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(State or Other
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(Commission File Number)
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(IRS Employer |
Jurisdiction of Incorporation)
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Identification No.) |
2100 ROOSEVELT AVENUE
SPRINGFIELD, MASSACHUSETTS
01104
(Address of Principal Executive Offices) (Zip Code)
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
The registrant is furnishing this Report on Form 8-K in connection with the disclosure of
information, in the form of the textual information from a press release released on July 29,
2005.
The information in this Report on Form 8-K (including the exhibit) is furnished pursuant to
Item 2.02 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.
The registrant does not have, and expressly disclaims, any obligation to release publicly
any updates or any changes in the registrants expectations or any change in events, conditions,
or circumstances on which any forward-looking statement is based.
The text included with this Report is available on the registrants website located at
www.smithwesson.com, although the registrant reserves the right to discontinue that availability
at any time.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Financial Statements of Business Acquired.
Not applicable. |
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(b) |
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Pro Forma Financial Information.
Not applicable. |
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(c) |
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Exhibits. |
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Exhibit |
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Number |
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99.1 |
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Press release from the registrant, dated July 29, 2005,
entitled Smith & Wesson Holding Corporation Reaffirms Guidance and Files for
Extension for Form 10-K Filing |
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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.
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SMITH & WESSON HOLDING CORPORATION
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Date: July 29, 2005 |
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/s/ John A. Kelly
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John A. Kelly |
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Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
99.1 |
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Press release from the registrant, dated July 29, 2005, entitled Smith & Wesson Holding
Corporation Reaffirms Guidance and Files for Extension for Form 10-K Filing |
exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts:
Liz Sharp, VP Investor Relations
Smith & Wesson Holding Corp.
(480) 367-5015
lsharp@smith-wesson.com
Smith & Wesson Holding Corporation Reaffirms Guidance and Files for Extension
for Form 10-K Filing
SPRINGFIELD, Mass., July 29, 2005 Smith & Wesson Holding Corporation (AMEX: SWB), parent company
of Smith & Wesson Corp., the legendary 153-year old, global provider of products and services for
safety, security, protection and sport, today reaffirmed its guidance for fiscal 2005 revenue and
earnings, before taking into account expected adjustments to reflect the early adoption of
Statement of Financial Accounting Standards No. 123(R) Share Based Payment (Revised). The
Company also announced that it will file with the Securities and Exchange Commission (SEC) a Form
12b-25 Notification of Late Filing pursuant to Rule 12b-25 of the Securities Exchange Act of 1934
to obtain an automatic extension to file its Form 10-K for the year ended April 30, 2005, due to
the adoption of SFAS 123(R).
Michael Golden, President and CEO, said, We have completed our fundamental accounting work
relative to fiscal 2005 and are now concluding the large amount of additional work necessary to
early adopt SFAS 123(R).
On June 29, 2005, the Company said it continued to expect net product sales for fiscal 2005 to be
approximately $124 million, a 5% increase over the $117.9 million reported for fiscal 2004.
Firearms sales for fiscal 2005 are expected to increase by approximately 11% over fiscal 2004
levels. Income for fiscal 2005 is expected to be between $5.1 million and $5.9 million, or $0.14
and $0.17 per fully diluted share, compared with $1.4 million, or $0.04 per fully diluted share,
for fiscal 2004, not including adjustments related to APB 25, and the early adoption of SFAS
123(R). Although the Company is still calculating the precise effect of the adoption of SFAS
123(R), it expects that the early adoption of SFAS 123(R) will result in a reduction in net income
of between $1.0 million and $1.2 million, or between $.03 and $.04 per diluted share, for fiscal
2004 and between $400,000 and $600,000, or between $.01 and $.02 per diluted share, for fiscal
2005.
Golden continued, We expect to complete our work relative to the early adoption of SFAS 123(R)
within the automatic extension timeframe, and look forward to sharing our detailed results for
fiscal 2005 and our plans for fiscal 2006.
The Company plans to discuss its actual financial results for the fourth quarter and full year
ended April 30, 2005 as well as its outlook for fiscal 2006 on a teleconference and web cast to be
held in conjunction with the announcement of those results.
About Smith & Wesson
Smith & Wesson Corp. is one of the worlds largest providers of firearms, accessories and services
for the global safety, security, protection, and sport markets. The company manufactures firearms
and handcuffs for law enforcement customers, and is home to Americas longest-running firearms
training facilities for Americas public servants. The company also markets a variety of products
including firearm safety/security devices, shooting protective gear, knives, apparel, footwear and
other accessory lines. The Company is based in Springfield, Mass., with manufacturing facilities in
Springfield and Houlton, Maine. Contact (800) 331-0852 or log on to www.smith-wesson.com.
Safe Harbor Statement
Certain statements contained in this press release may be deemed to be forward-looking statements
under federal securities laws, and the Company intends that such forward-looking statements be
subject to the safe-harbor created thereby. Such forward-looking statements include statements and
guidance regarding the Companys anticipated sales, growth rates, earnings and financial
performance for the fiscal year ended April 30, 2005 as well as the effect of the early adoption of
SFAS 123(R) on its financial results.. The Company cautions 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 ability to produce financial results that fall
within expected ranges; the Companys strategies; demand for the Companys products; and other
risks detailed from time to time in the Companys reports filed with the SEC.