Current Report Filing (8-k)
August 02 2018 - 4:43PM
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)
August 2, 2018
STURM, RUGER & COMPANY, INC.
(Exact Name of Registrant as Specified in its
Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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001-10435
(Commission File Number)
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06-0633559
(IRS Employer Identification Number)
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ONE LACEY PLACE, SOUTHPORT, CONNECTICUT
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06890
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code
(203) 259-7843
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)
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))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
o
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.
o
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Item 5.03
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Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year
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At its meeting on July
31, 2018, the Board of Directors (the “Board”) approved an amendment to Article 2, Section 15 of the Company’s
By-Laws to change the date by which any shareholder proposal sought to be included in any proxy statement must be submitted to
the Company. This change was made to align the By-Laws provisions regarding the submission of shareholder proposals with the time
period for the submission of shareholder proposals under Rule 14a-8 adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended. The amendment will shorten the period referenced in the 2018 proxy statement for the
submission of shareholder proposals for inclusion in the 2019 proxy statement. Following the adoption of this amendment to the
Company’s By-Laws, all such proposals are now due no later than November 27, 2018. This amendment is effective immediately.
The description above of the amendment to the
Company’s By-Laws does not purport to be complete, and is qualified in its entirety by reference to the full text of Article
2, Section 15 of the bylaws as amended, as set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item by reference.
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Item 7.01
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Regulation FD Disclosure
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We are furnishing this Report on Form 8-K with
respect to Item 7.01 thereof in connection with the disclosure of information during a conference call and webcast on August 2,
2018, discussing our second quarter 2018 financial results. The transcript of the conference call and webcast is included as Exhibit
99.1 to this Report on Form 8-K.
This information (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 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.
The text included with this Report on Form 8-K
and the replay of the conference call and webcast on August 2, 2018, is available on our website located at Ruger.com/corporate,
although we reserve the right to discontinue that availability at any time.
Certain statements contained in this Report
on Form 8-K (including the exhibit) 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 market demand, sales levels of firearms, anticipated castings sales and earnings, the
need for external financing for operations or capital expenditures, the results of pending litigation against the Company, the
impact of future firearms control and environmental legislation, and accounting estimates. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publish
revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or
to reflect the occurrence of subsequent unanticipated events.
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Item 9.01
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Financial Statements and Exhibits
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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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STURM, RUGER & COMPANY, INC.
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By:
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/S/ Thomas A. Dineen
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Name:
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Thomas A. Dineen
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Title:
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Principal Financial Officer,
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Principal Accounting Officer,
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Senior Vice President, Treasurer and
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Chief Financial Officer
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Dated: August 2, 2018
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