Current Report Filing (8-k)
June 29 2017 - 5:01PM
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)
June 27, 2017
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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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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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
☐
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.
☐
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Item 1.01
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Entry into a Material Definitive Agreement
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On June 27, 2017, Sturm,
Ruger & Company, Inc. (the “Company”) entered into a transition agreement and general release (the “Lang
Agreement”) with Mark T. Lang (“Lang”), who will resign as Group Vice President of the Company on December 31,
2017.
The Lang Agreement
provides for (i) Lang to continue working for the Company in a consulting capacity until December 31, 2017, and to resign as Group
Vice President on such date, (ii) the Company to compensate Lang at the rate of $112,500 per annum from January 1, 2018 through
December 31, 2021 (the “Severance Period”), (iii) the continued vesting of Lang’s retention restricted stock
unit awards during the Severance Period and (iv) a prohibition against Lang engaging in certain activities that compete or interfere
with the Company from June 27, 2017 through December 31, 2021.
The foregoing description
of the Lang Agreement is qualified in its entirety by reference to the complete terms and conditions of the Lang Agreement, which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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Appointment of Officer
On June 29, 2017, the
Company issued a press release regarding the promotion of Thomas P. Sullivan as Senior Vice President of Operations. A copy of
the press release is furnished as Exhibit 99.1 to the Current Report on Form 8-K and incorporated herein by reference.
There are no transactions
between the Company and Mr. Sullivan that would be required to be reported under Item 404(a) of Regulation S-K. Reference is made
to the Company’s 2017 Proxy Statement, which was filed with the Securities and Exchange Commission on March 27, 2017, for
a description of the information required by Items 401(b), (d) and (e) of Regulation S-K with respect to Mr. Sullivan.
Departure of Officer; Compensatory Arrangements of Certain
Officer
Reference is made to
the Lang Agreement, and Lang’s resignation as Group Vice President of the Company, each of which is discussed above under
Item 1.01.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Transition Agreement and General Release, dated as of June 27, 2017 by and between Sturm, Ruger, & Co., Inc. and Mark T. Lang.
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99.1
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Press release of Sturm, Ruger & Company, Inc., dated June 29, 2017, announcing the promotion of Thomas P. Sullivan as Senior Vice President of Operations.
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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,
Principal Accounting Officer,
Vice President, Treasurer and
Chief Financial Officer
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Dated: June 29, 2017
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