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
June 22, 2009
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.) |
2100 Roosevelt Avenue
Springfield, Massachusetts
01104
(Address of Principal Executive Offices) (Zip Code)
(800) 331-0852
(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 (seeGeneral 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))
TABLE OF CONTENTS
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 22, 2009 discussing our fiscal year 2009 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 22, 2009 discussing our fiscal year 2009 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 22, 2009 is available on our website located atwww.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 (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 our anticipated growth; our anticipated backlog; the sale of our products internationally; our penetration rates in new and existing markets; the success of our diversification strategy, including the expansion of our markets and the diversification of our future revenue base resulting from the acquisition of USR; our ability to increase demand for our products in various markets, including consumer and law enforcement channels, domestically and internationally; our anticipated excess inventory sales opportunities; our anticipated revenue; our anticipated gross profit margins; our anticipated operating expenses; our strategic investments; our anticipated costs related to the acquisition of USR; our anticipated borrowing levels; our anticipated plan to increase our capacity; our anticipated capital expenditures; and our anticipated interest expense. 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 state of the U.S. economy, our growth opportunities, the ability of our management to continue to integrate Thompson/Center Arms in a successful manner, and other risks detailed from time to time in the our reports filed with the SEC, including our Form 10-K Report for the fiscal year ended April 30, 2008.
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 22, 2009. |
2
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
| |
| Date: June 22, 2009 | By: | /s/ William F. Spengler | |
| | | William F. Spengler | |
| | | Executive Vice President, Chief Financial Officer and Treasurer | |
3
EXHIBIT INDEX
| 99.1 | | Transcript of conference call and webcast conducted on June 22, 2009. |
