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)

NEVADA		001-31552		87-0543688
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Address of Principal Executive Offices) (Zip Code)

(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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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 March 15, 2006.

     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 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 registrant’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

     The text included with this Report on Form 8-K is available on the registrant’s website located at www.smith-wesson.com, although the registrant reserves the right to discontinue that availability at any time.

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.
	(c)		Exhibits.

Exhibit
Number				Exhibits
	99.1			Press release from Smith & Wesson Holding Corporation, dated March 15, 2006, entitled “Smith & Wesson Holding Corporation Corrects Third Quarter 2006 EPS Calculation, Net Income Unchanged Year-To-Date Unchanged, Full Year Guidance Unchanged”

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.

EXHIBIT INDEX

	99.1			Press release from Smith & Wesson Holding Corporation, dated March 15, 2006, entitled “Smith & Wesson Holding Corporation Corrects Third Quarter 2006 EPS Calculation, Net Income Unchanged Year-To-Date Unchanged, Full Year Guidance Unchanged”

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:
John Kelly, Chief Financial Officer
Smith & Wesson Holding Corporation
(413) 747-3305

Liz Sharp, VP Investor Relations
Smith & Wesson Holding Corporation
(480) 949-9700 x.115
lsharp@smith-wesson.com

Smith & Wesson Holding Corporation
Corrects Third Quarter 2006 EPS Calculation, Net Income Unchanged
Year-To-Date Unchanged, Full Year Guidance Unchanged

SPRINGFIELD, Mass., March 15, 2006 — Smith & Wesson Holding Corporation (AMEX: SWB), parent company of Smith & Wesson Corp., the legendary 154-year old company in the global business of safety, security, protection and sport, today announced that its net income of $1.1 million for the third quarter ending January 31, 2006 represents earnings of $0.02 per fully diluted common share rather than $0.03 as previously reported. The Company incorrectly included certain amounts of net income in its fully diluted earnings per share calculation, when those amounts should have been excluded because they were based on a valuation adjustment of derivative financial instruments, or warrants. The exclusion of those amounts, which were $183,000 for the three months ending January 31, 2006 and $109,000 for the nine months ending January 31, 2006, impacted the fully diluted earnings per share calculation by less than $0.01, but required that the fully diluted earnings per share for the third quarter of fiscal 2006 be rounded down to $0.02, rather than rounded up to $0.03. Fully diluted earnings per share for the nine-month period ending January 31, 2006 remain unchanged at $0.11. Net income of $1.1 million for the third quarter remains unchanged. The Company’s expectation for net income for fiscal 2006 to increase to between $7.5 million and $8.0 million, or $0.19 to $0.20 per diluted share, also remains unchanged.

About Smith & Wesson

Smith & Wesson Holding Corporation, through its subsidiary Smith & Wesson Corp., is one of the world’s largest manufacturers of quality handguns, law enforcement products and firearm safety/security products. The Company also licenses shooter protection, knives, apparel, footwear and other accessory lines. The Company is based in Springfield, Mass., with manufacturing facilities in Springfield and Houlton, Maine. The Smith & Wesson Academy is America’s longest-running firearms training facility for America’s public servants. For more information, call (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 regarding the Company’s earnings for the fiscal year ending April 30, 2006. 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 demand for the Company’s products, the Company’s growth opportunities, the ability of the Company to obtain operational enhancements, the ability of the Company to increase its production capacity, the ability of the Company to engage additional key employees, and other risks detailed from time to time in the Company’s reports filed with the SEC, including its Form 10-K Report for the fiscal year ended April 30, 2005.