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): October 17, 2016

 

 

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)

Registrant’s telephone number, including area code: (800) 331-0852

 

 

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:

 

☐ 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))

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 17, 2016, our Board of Directors approved and adopted an amendment to the amended and restated bylaws, or the Amendment. The Amendment allows for meetings of stockholders to be held solely by means of remote communication as authorized by Section 78.320(4) of the Nevada Revised Statutes.

The foregoing is a summary only and does not purport to be a complete description of all of the terms and provisions of the Amendment, and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 3.3(c) to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 5.03.

 

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

3.3(c)   Amendment to the Amended and Restated Bylaws of Smith & Wesson Holding Corporation

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.

 

Date: October 21, 2016     SMITH & WESSON HOLDING CORPORATION
    By:  

/s/ Jeffrey D. Buchanan

      Jeffrey D. Buchanan
     

Executive Vice President, Chief Financial Officer,

Chief Administrative Officer, and Treasurer

EXHIBIT INDEX

 

3.3(c)   Amendment to the Amended and Restated Bylaws of Smith & Wesson Holding Corporation

Exhibit 3.3(c)

AMENDMENT TO THE

AMENDED AND RESTATED BYLAWS

OF

SMITH & WESSON HOLDING CORPORATION

Amended as of October 17, 2016

The following amendment to the Amended and Restated Bylaws of Smith & Wesson Holding Corporation (the “Corporation”) was duly adopted by the Board of Directors of the Corporation at a meeting held on October 17, 2016:

NOW, THEREFORE, BE IT RESOLVED, that Section 3 and Section 4 of Article II of the Corporation’s Amended and Restated Bylaws are amended and restated in their entirety to read as follows:

Section 3 — Place of Meetings.

All meetings of the stockholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 78.320(4) of the Nevada Revised Statutes.

Section 4 — Notice of Meetings.

(a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be delivered that shall state the place, if any, date, and hour of the meeting; the means of remote communications, if any; and, except in the case of the annual meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be delivered not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. Notice may be delivered by any means permitted by law. If mailed, such notice shall be directed to the stockholder at the stockholder’s address as it appears on the records of the Corporation.

(b) Attendance at a meeting of stockholders, in person or by proxy, constitutes a waiver of notice of the meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on grounds that the meeting is not lawfully called or convened.