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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sturm, Ruger & Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-0633559
(State or other jurisdiction (I.R.S. employer identification number)
of incorporation or organization)
Lacey Place
Southport, Connecticut 06490
(Address of principal executive offices)
Sturm, Ruger & Company, Inc.
2001 Stock Option Plan for
Non-Employee Directors
(Full title of the plan)
Erle G. Blanchard Copy to:
Vice Chairman, President Jeffrey E. LaGueux, Esq.
Chief Operating Officer and Treasurer Patterson, Belknap, Webb & Tyler LLP
Sturm, Ruger & Company, Inc. 1133 Avenue of the Americas
Lacey Place New York, New York 10036-6710
Southport, Connecticut 06490 (212) 336-2000
(203) 259-7843
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Amount
Securities Amount Proposed Maximum of Registration
to be to be Maximum Offering Aggregate Offering Fee
Registered Registered Price per Share (1) Price (1)
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Common Stock,
par value 200,000 $9.4063 $1,881,250 $470.31
$1.00
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(1) CALCULATED PURSUANT TO RULE 457(C) OF THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AS PERMITTED BY RULE 457(H)(1) UNDER THE
SECURITIES ACT, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE
COMPANY'S COMMON STOCK AS TRADED ON THE NEW YORK STOCK EXCHANGE ON JANUARY 2,
2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Sturm, Ruger &
Company, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by this reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 23, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed with the Commission on May 10, 2000;
(c) The Company's Current Report on Form 8-K, filed with the Commission
on June 19, 2000;
(d) The Company's Quarterly Report on Form 10-Q, for the quarter ended
June 30, 2000, filed with the Commission on August 11, 2000;
(e) The Company's Current Report on Form 8-K, filed with the Commission
on November 6, 2000, as amended by the Company's Current Report on Form 8-K/A,
filed with the Commission on November 16, 2000;
(f) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000, filed with the Commission on November 14, 2000; and
(g) The description of the Company's Common Stock, $1.00 par value (the
"Common Stock"), set forth in the Company's Registration Statement on Form 8-A
filed with the Commission on May 25, 1990.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing by
the Company of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed by this reference to be incorporated in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The shares of the Company's Common Stock registered hereby are included
in a class of securities registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
corporation, under certain circumstances, to indemnify its directors and
officers (including reimbursement for expenses incurred). The registrant has
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provided for indemnification to the maximum extent permitted by the provisions
of the Delaware General Corporation Law in its charter and by-laws. The
registrant also maintains directors' and officers' liability insurance (subject
to certain exclusions and limitations) against certain liabilities, including
certain liabilities under the Securities Act of 1933. See Item 9,
"Undertakings."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBIT INDEX.
Exhibit No. Description
4 Sturm, Ruger & Company, Inc. 2001 Stock Option Plan for Non-Employee Directors.
5 Opinion of Patterson, Belknap, Webb & Tyler LLP regarding the
legality of the Company's Common Stock registered hereby.
23.1 Consent of Patterson, Belknap, Webb & Tyler LLP (included in
Exhibit 5).
23.2 Consent of Ernst & Young LLP.
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
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offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company have been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, director, officer, or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fairfield, State of Connecticut on this 5th day
of January, 2001.
STURM, RUGER & COMPANY, INC.
By: /s/Erle G. Blanchard
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Erle G. Blanchard
Vice Chairman, President, Chief
Operating Officer and Treasurer
(Principal Financial and Accounting Officer)
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ William B. Ruger, Jr. Chairman, Chief Executive Officer, January 5, 2001
- ------------------------- Director
William B. Ruger, Jr. (Principal Executive Officer)
/s/ Erle G. Blanchard Vice Chairman, President, Chief Operating January 5, 2001
- --------------------- Officer, Treasurer and Director
Erle G. Blanchard (Principal Financial and Accounting
Officer)
/s/ William B. Ruger Chairman Emeritus and Director January 5, 2001
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William B. Ruger
/s/ John M. Kingsley, Jr. Director January 5, 2001
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John M. Kingsley, Jr.
/s/ Stanley B. Terhune Director January 5, 2001
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Stanley B. Terhune
/s/ Richard T. Cunniff Director January 5, 2001
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Richard T. Cunniff
/s/ Townsend Hornor Director January 5, 2001
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Townsend Hornor
/s/ Paul X. Kelley Director January 5, 2001
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Paul X. Kelley
/s/ Janes E. Service Director January 5, 2001
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Janes E. Service
/s/ Stephen L. Sanetti Vice Chairman, Senior Executive Vice January 5, 2001
- ---------------------- President, General Counsel and Director
Stephen L. Sanetti
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