Current Report Filing (8-k)
July 26 2016 - 9:11AM
Edgar (US Regulatory)
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): July 25, 2016
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 Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2100 Roosevelt Avenue
Springfield, Massachusetts
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01104
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
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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))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On July 25, 2016, we entered into a
Purchase Agreement (the Purchase Agreement) with Crimson Trace Holdings, LLC, a Washington limited liability company (CTH), pursuant to which we will acquire (the Transaction) all of the issued and outstanding
stock of Crimson Trace Corporation, an Oregon corporation (CTC).
Pursuant to the terms of the Purchase Agreement, we will
acquire all of the issued and outstanding stock of CTC for an aggregate of $95.0 million in cash, subject to certain adjustments as set forth in the Purchase Agreement. The Transaction, which is expected to close in August, is subject to
customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Purchase Agreement contains other provisions, covenants, representations, and
warranties made by us, CTC, and CTH that are typical in transactions of this size, type, and complexity.
A copy of the Purchase Agreement
is attached hereto as Exhibit 2.11 and is incorporated by reference into this Item 1.01. The foregoing description of the Purchase Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of
the Purchase Agreement. The Purchase Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about us, CTC, or CTH. In particular, the
assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided in connection with the signing of the Purchase Agreement. These
confidential disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, certain representations and warranties in the Purchase
Agreement were used for the purpose of allocating risk between us, CTC, and CTH rather than for establishing matters of fact. Accordingly, readers should not rely on the representations and warranties in the Purchase Agreement as
characterizations of the actual state of facts about us, CTC, or CTH.
On July 25, 2016, we issued a press release announcing the
Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information.
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Not applicable.
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(c)
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Shell Company Transactions
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Not applicable.
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Exhibit
Number
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Exhibits
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2.11*
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Purchase Agreement, dated as of July 25, 2016, by and among Smith & Wesson Holding Corporation and Crimson Trace Holdings, LLC
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99.1
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Press release from Smith & Wesson Holding Corporation, dated July 25, 2016, entitled Smith & Wesson to Acquire Crimson Trace Corporation
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*
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Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
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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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Date: July 26, 2016
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SMITH & WESSON HOLDING CORPORATION
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By:
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/s/ Jeffrey D. Buchanan
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Jeffrey D. Buchanan
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Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer
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EXHIBIT INDEX
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2.11*
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Purchase Agreement, dated as of July 25, 2016, by and among Smith & Wesson Holding Corporation and Crimson Trace Holdings, LLC
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99.1
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Press release from Smith & Wesson Holding Corporation, dated July 25, 2016, entitled Smith & Wesson to Acquire Crimson Trace Corporation
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*
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Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
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