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EX-99.1 - EX-99.1 - SMITH & WESSON BRANDS, INC. | p17908exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 30, 2010
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 | (Commission File Number) | (IRS Employer | ||
Jurisdiction of Incorporation) | Identification No.) |
2100 Roosevelt Avenue
Springfield, Massachusetts
01104
Springfield, Massachusetts
01104
(Address of Principal Executive Offices) (Zip Code)
(800) 331-0852
(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):
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)) |
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Item 2.02. Results of Operations and Financial Condition | ||||||||
Item 7.01. Regulation FD Disclosure | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 |
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Item 2.02. Results of Operations and Financial Condition.
As described in Item 7.01, we are furnishing this Report on Form 8-K in connection with the
disclosure of information during a conference call and webcast on June 30, 2010 discussing our
fourth quarter and full year fiscal 2010 financial results. The disclosure provided in Item 7.01
of this Report on Form 8-K is hereby incorporated by reference into this Item 2.02.
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.
Item 7.01. Regulation FD Disclosure.
We are furnishing this Report on Form 8-K in connection with the disclosure of information
during a conference call and webcast on June 30, 2010 discussing our fourth quarter and full year
fiscal 2010 financial results. The transcript of the conference call and webcast is included as
Exhibit 99.1 to this Report on Form 8-K.
The information in this Report on Form 8-K (including the exhibit) 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 June 30, 2010 is available on our website located at www.smith-wesson.com, although we
reserve the right to discontinue that availability at any time.
Certain statements contained in this Report on Form 8-K 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 the growth opportunity presented by Universal Safety Response, or
USR; the opportunities presented by governmental business for both our firearm and perimeter
security divisions; the ability of USR to enter new markets; our ability to achieve cost reductions
and accelerate new product developmental activities; our ability to enter into large contract
opportunities in both our firearm and perimeter security divisions; our assessment of consumer
demand for certain categories of products, such as concealed carry and personal protection
handguns, and the success of our products in those categories; the success of our new products;
changes in our international sales processes; the value proposition of our Impact black powder
rifle; our ability to cultivate military business; our ability to achieve manufacturing
efficiencies and achieve cost reductions across our facilities; our ability to improve inventory
turns and achieve cost savings; the strength and growth prospects of our perimeter security
business; the strength of our intellectual property; the possibility of the market size resulting
from CFATS; the potential sales opportunity for the transportation rail crossing market; the
ability of technology, people, and products to expand our perimeter security market; our ability to
secure participation in governmental programs relating to perimeter security; the growth potential
and size of the perimeter security market; judicial decisions relating to the Second Amendment; our anticipated effective tax rate; and our anticipations for sales, gross
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margins, and operating expenses for the first quarter and full year fiscal 2011 for our company as
a whole and its firearm and perimeter security divisions. We caution 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 our products;
the costs and ultimate conclusion of the Foreign Corrupt Practices Act matter; our ability to
refinance our long-term debt; the state of the U.S. economy; general economic conditions and
consumer spending patterns; speculation surrounding increased gun control, and heightened fear of
terrorism and crime; the effect that fair value accounting relating to the USR acquisition may have
on our GAAP earnings as a result of increases or decreases in our stock price; our ability to
integrate USR in a successful manner; our growth opportunities; our anticipated growth; our ability
to increase demand for our products in various markets, including consumer and law enforcement
channels, domestically and internationally; the position of our hunting products in the consumer
discretionary marketplace and distribution channel; our penetration rates in new and existing
markets; our strategies; our ability to introduce any new products; the success of any new
product; the success of our diversification strategy, including the expansion of our markets; the
diversification of our future revenue base resulting from the acquisition of USR; and other risks
detailed from time to time in our reports filed with the SEC, including our Form 10-K Report for
the fiscal year ended April 30, 2010.
We do not have, and expressly disclaim, any obligation to release publicly any updates or any
changes in our expectations or any change in events, conditions, or circumstances on which any
forward-looking statement is based.
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.
(d) Exhibits.
Exhibit | ||
Number | Exhibits | |
99.1
|
Transcript of conference call and webcast conducted on June 30, 2010. |
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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.
SMITH & WESSON HOLDING CORPORATION |
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Date: June 30, 2010 | By: | /s/ William F. Spengler | ||
William F. Spengler | ||||
Executive Vice President, Chief Financial Officer and Treasurer | ||||
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