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)
January 7, 2022
STURM, RUGER & COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation) | 001-10435 (Commission File Number) | 06-0633559 (IRS Employer Identification Number) |
| One Lacey Place, Southport, Connecticut | 06890 |
| (Address of Principal Executive Offices) | (Zip Code) |
(203) 259-7843
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | RGR | NYSE |
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
As described in Item 2.03 of this Form 8-K, on January 7, 2022, the Company entered into a loan agreement with Regions Bank. The disclosure provided in Item 2.03 of this Form 8-K is hereby incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On January 7, 2022, the Company entered into a Loan Agreement (“Loan Agreement”) with Regions Bank (“Bank”). The Loan Agreement provides for a revolving line of credit of up to $40 million, with a $10 million sublimit for letters of credit. Advances made under the line of credit can be used for working capital and other general corporate purposes. Outstanding amounts under the line of credit will bear interest at either 1) the Bloomberg Short-Term Bank Yield Index – 1 Month plus 150 basis points, or 2) a fluctuating rate per annum equal to the greater of (i) the Bank’s prime rate, or (ii) the Federal funds rate plus 50 basis points. All amounts outstanding under the Loan Agreement are due on January 7, 2024.
Pursuant to the Loan Agreement, the credit facility is available to the Company provided that no event of default under the Loan Agreement shall have occurred and be continuing. Upon the occurrence of an event of default under the Loan Agreement, including payment defaults, covenant defaults, and other customary defaults, the Company’s obligations under the Loan Agreement may be accelerated. The Company may repay loans in whole or in part at any time. The Company’s obligations under the Loan Agreement are unsecured and have not been guaranteed by any other person or entity.
This description of the Company’s revolving line of credit under the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
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.
| | STURM, RUGER & COMPANY, INC. |
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| | By: | /S/ THOMAS A. DINEEN |
| | | Name: | Thomas A. Dineen |
| | | Title: | Principal Financial Officer, |
| | | | Principal Accounting Officer, |
| | | | Senior Vice President, Treasurer and |
| | | | Chief Financial Officer |
Dated: January 11, 2022
