Attached files
file | filename |
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EX-10.93 - EXHIBIT 10.93 - SMITH & WESSON BRANDS, INC. | c22800exv10w93.htm |
EX-99.1 - EXHIBIT 99.1 - SMITH & WESSON BRANDS, INC. | c22800exv99w1.htm |
EX-10.92 - EXHIBIT 10.92 - SMITH & WESSON BRANDS, INC. | c22800exv10w92.htm |
EX-10.91 - EXHIBIT 10.91 - SMITH & WESSON BRANDS, INC. | c22800exv10w91.htm |
EX-10.24(A) - EXHIBIT 10.24(A) - SMITH & WESSON BRANDS, INC. | c22800exv10w24xay.htm |
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
Date of Report (Date of earliest event reported): September 26, 2011
Smith & Wesson Holding Corporation
(Exact name of registrant as specified in its 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) |
Registrants telephone number, including area code: (800) 331-0852
(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:
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)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 26, 2011, we appointed P. James
Debney as our President, Chief Executive Officer, and a director.
Michael F. Golden, who had been our President and Chief Executive
Officer, will continue to serve as a member of our Board of Directors and
was appointed as Co-Vice Chairman of the Board.
Mr. Debney, 44, has served as Vice President of our company since April 2010 and President of
our firearm division since November 2009. Mr. Debney was President of Presto Products Company, a
$500 million business unit of Alcoa Consumer Products, a manufacturer of plastic products, from
December 2006 until February 2009. Mr. Debney was Managing Director of Baco Consumer Products, a
business unit of Alcoa Consumer Products, a manufacturer of U.K.-branded and private label foil,
film, storage, food, and trash bag consumer products, from January 2006 until December 2006;
Manufacturing and Supply Chain Director from August 2003 until December 2005; and Manufacturing
Director from April 1998 until July 2003. Mr. Debney joined Baco Consumer Products in 1989 and
held various management positions in operations, production, conversion, and materials.
We entered into an employment agreement with Mr. Debney in connection with his appointment as
our President and Chief Executive Officer. Under the terms of the employment agreement, Mr. Debney
is entitled to an annual base salary of $450,000 (subject to annual review and increases by our
Board of Directors); is eligible to participate in our executive compensation programs, to receive
a discretionary annual bonus as determined by our Board of Directors or committee thereof, and to
receive annual stock-based awards as determined by our Board of Directors or committee thereof; and
is entitled to receive other standard benefits, including a car allowance, participation in any
group insurance, pension, retirement, vacation, expense reimbursement, and other plans, programs,
or benefits as may from time to time be provided to other executive employees of our company, and
certain insurance benefits (including the reimbursement of reasonable insurance premiums for
disability insurance, medical and hospitalization insurance, and a life insurance policy).
2
If we
unilaterally terminate Mr. Debneys employment without cause, Mr. Debney
will receive (i) his base salary for a period of 18 months
after such termination; (ii) an
amount equal to the average of his cash bonus paid for each of the two fiscal years immediately
preceding his termination, which will be paid over the 18-month
period after such termination;
(iii) his car allowance and coverage under our medical plan to the extent provided for him at the
date of termination for a period equal to 18 months after such
termination; and (iv) for a period
of 36 months following the termination, a cash payment in the amount of $10,000 per 12-month period
for post-termination secretarial support.
If Mr. Debneys employment is terminated by reason of his death or disability, if we
unilaterally terminate Mr. Debneys employment without cause, or if Mr. Debney voluntarily
terminates his employment following a qualifying change in control event as described below, the
employment agreement provides that he will receive, for the fiscal year of the notice of
termination, any earned bonus, on a pro-rated basis, based on the performance goals actually
achieved for the fiscal year of the notice of termination, as determined by our Board of Directors
in its sole discretion, at the time such bonuses are paid to our other employees. If we
unilaterally terminate Mr. Debneys employment without cause, or if Mr. Debney voluntarily
terminates his employment following a qualifying change in control event as described below, the
stock options granted pursuant to any employment agreement with us that are vested as of the date
of such termination will have a nine-month post-termination exercise period, but not beyond their
original term. If we unilaterally terminate Mr. Debneys employment without cause or by reason of
Mr. Debneys disability, or if Mr. Debney voluntarily terminates his employment with at least six
months advance notice to us or following a qualifying change in control event as described below,
we will continue to pay the life insurance premiums on any then existing life insurance policy
provided by our company, up to an annual premium of $20,000, until 36 months following the
termination of Mr. Debneys employment.
The employment agreement provides that, in the event of a change in control of our company (as
defined in the employment agreement), Mr. Debney may, at his option and upon written notice to us,
terminate his employment, unless (i) the provisions of the employment agreement remain in full
force and effect and (ii) Mr. Debney suffers no reduction in his status, duties, authority, or
compensation following the change in control, provided that Mr. Debney will be considered to suffer
a reduction in his status, duties, or authority if, after the change in control, (a) he is not the
chief executive officer of the company that succeeds to our business; (b) such companys stock is
not listed on a national stock exchange; or (c) such company terminates Mr. Debneys employment or
reduces his status, duties, authority, or compensation within one year of the change in control.
If Mr. Debney terminates his employment due to a change in control following which the employment
agreement does not remain in full force and effect or his status, duties, authority, or
compensation have been reduced, he will receive (A) his base salary for a period of 24 months after
such termination; (B) an amount equal to the average of his cash bonus paid for each of the two
fiscal years immediately preceding his termination, which will be paid over the 18-month period
after such termination; (C) his car allowance for a period equal to 24 months after such
termination; and (D) at our option, either receive (x) coverage under our medical plan to the
extent provided for him at the date of termination for a period equal to 24 months after such
termination or (y) reimbursement for the COBRA premium for such coverage through the earlier of
such 24-month period or the COBRA eligibility period.
3
The employment agreement further prohibits Mr. Debney from
competing with our company for a period equal to the longer of 12 months following the termination
of his employment with our company, regardless of the reason therefor, or any period during which
Mr. Debney receives cash severance pursuant to the terms of the employment agreement. The
employment agreement also prohibits Mr. Debney from soliciting or hiring our personnel or employees
for a period of 24 months following the termination of his employment with our company.
In addition, Mr. Debney will receive options to purchase 450,000 shares of our common stock.
The options will have an exercise price equal to the closing price of our common stock on September
26, 2011, with one-third (1/3) of such options vesting on each of the first, second, and third
annual anniversary of the date of grant.
In connection with Mr. Goldens retirement as our President and Chief Executive Officer, we
and Mr. Golden entered into a separation agreement and release. In exchange for Mr. Golden
executing a release of rights under his employment agreement and of
the employment claims he may have against us and agreeing not to directly or
indirectly solicit employees or prospective acquisition candidates for a two-year period and not
use our trade secrets or confidential information to solicit customers, manufacturers, or
manufacturers representatives, we agreed to pay Mr. Golden $987,835.
The foregoing is a summary only and does not purport to be a complete description of all of
the terms, provisions, covenants, and agreements contained in the employment agreement and the
separation agreement and release, and is subject to and qualified in its entirety by reference to
the full text of the employment agreement and the separation agreement and release, which are
attached hereto as Exhibits 10.91 and 10.92, respectively.
On
September 27, 2011, we issued a press release announcing
Mr. Debneys appointment and Mr. Goldens new
role on our Board of Directors. A copy of that press release is
attached hereto as Exhibit 99.1.
On
September 26, 2011, Jeffrey D. Buchanan replaced Ann B. Makkiya
as Secretary to streamline our corporate functions. Ms. Makkiya
will continue to serve in her role as Corporate Counsel.
Reference is made to the information set forth under Item 5.07 of this Current Report on Form
8-K regarding the approval of our 2011 Employee Stock Purchase Plan (the 2011 ESPP) and the
approval of the material terms of the performance goals under our 2004 Incentive Stock Plan, as
amended (the 2004 Plan). The disclosure contained in Item 5.07 and the information contained in
Exhibits 10.24(a) and 10.93 attached hereto are hereby incorporated by reference in their entirety
into this Item 5.02.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 26, 2011, we held an annual meeting of stockholders to consider and vote upon the
following proposals: (1) to elect directors to serve until our next annual meeting of stockholders
and until their successors are elected and qualified; (2) to approve our 2011 ESPP to replace our
expiring 2001 Employee Stock Purchase Plan (the 2001 ESPP); (3) to provide a non-binding advisory
vote on the compensation of our named executive officers for fiscal 2011 (say-on-pay); (4) to
provide a non-binding advisory vote on the frequency of future non-binding advisory votes on the
compensation of our named executive officers (say-on-frequency); (5) to approve the material
terms of the performance goals under our 2004 Plan so as to take advantage of the benefits of
Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code); and (6) to ratify the
appointment of BDO USA, LLP, an independent registered public accounting firm, as the independent
registered public accountant of our company for the fiscal year ending April 30, 2012.
4
The following directors were elected at the annual meeting:
Broker | ||||||||||||
Director | Votes Cast For | Votes Withheld | Non-Votes | |||||||||
Barry M. Monheit |
27,996,308 | 1,938,953 | 22,691,451 | |||||||||
Robert L. Scott |
26,905,385 | 3,029,876 | 22,691,451 | |||||||||
Michael F. Golden |
27,878,202 | 2,057,059 | 22,691,451 | |||||||||
Robert H. Brust |
28,268,493 | 1,666,768 | 22,691,451 | |||||||||
John B. Furman |
27,946,485 | 1,988,776 | 22,691,451 | |||||||||
Mitchell A. Saltz |
27,680,827 | 2,254,434 | 22,691,451 | |||||||||
I. Marie Wadecki |
27,904,807 | 2,030,444 | 22,691,451 |
Our stockholders approved our 2011 ESPP to replace our expiring 2001 ESPP. The results of the
vote to approve this proposal were as follows:
Votes Cast | Votes Cast | Broker | ||||||||||||||
For | Against | Abstentions | Non-Votes | |||||||||||||
Approval our 2011
ESPP to replace our
expiring 2001 ESPP |
27,799,820 | 1,668,069 | 467,372 | 22,691,451 |
Our stockholders approved the compensation of our named executive officers on a non-binding,
advisory basis. The results of the vote to approve this proposal were as follows:
Votes Cast | Votes Cast | Broker | ||||||||||||||
For | Against | Abstentions | Non-Votes | |||||||||||||
Say-on-pay proposal |
26,427,082 | 2,058,779 | 1,449,400 | 22,691,451 |
Our stockholders recommended on a non-binding, advisory basis that the advisory vote on the
compensation of our named executive officers be held every year. The results of the vote on this
proposal were as follows:
Broker | ||||||||||||||||||||
One Year | Two Years | Three Years | Abstentions | Non-Votes | ||||||||||||||||
Say-on-frequency
proposal |
26,033,186 | 185,092 | 2,954,037 | 762,946 | 22,691,451 |
Based upon these results, our Board of Directors determined to hold an advisory vote on the
compensation of our named executive officers every year, until the next required vote on the
frequency of future non-binding advisory votes on the compensation of our named executive officers.
5
Our stockholders approved of the material terms of the performance goals under our 2004 Plan
so as to take advantage of the benefits of Section 162(m) of the Code. The results of the vote to
approve this proposal were as follows:
Votes Cast | Votes Cast | Broker | ||||||||||||||
For | Against | Abstentions | Non-Votes | |||||||||||||
Approval of the
material terms of
the performance
goals under our
2004 Plan so as to
take advantage of
the benefits of
Section 162(m) of
the Code |
46,820,705 | 5,397,074 | 408,933 | |
Our stockholders ratified the appointment of BDO USA, LLP as our independent registered public
accountants for the fiscal year ending April 30, 2012. The results of the vote to approve this
proposal were as follows:
Votes Cast | Votes Cast | Broker | ||||||||||||||
For | Against | Abstentions | Non-Votes | |||||||||||||
Ratification of BDO
USA, LLP as
independent
registered public
accountants |
51,230,931 | 829,744 | 566,037 | |
Broker non-votes did not affect the outcome of any proposal voted on at the meeting.
Approval of our 2011 ESPP
Our 2011 ESPP replaces our expiring 2001 ESPP.
General Terms of Our 2011 ESPP; Shares Available for Issuance
Our 2011 ESPP is intended to provide a method whereby our employees will have an opportunity
to acquire a proprietary interest in our company through the purchase of shares of our common stock
through accumulated voluntary payroll deductions, thereby enhancing employee interest in our
continued success. We intend to have our 2011 ESPP qualify as an employee stock purchase plan
under Section 423 of the Code. Our 2011 ESPP permits eligible employees to authorize payroll
deductions that will be utilized to purchase shares of our common stock during a series of
consecutive 12-month offering periods, with two six-month purchase or exercise periods within the
offering periods. Employees may purchase shares of common stock pursuant to our 2011 ESPP at a
purchase price equal to the lower of (i) 85% of the greater of (A) the fair market value of a share
of our common stock on the first trading day of the offering period or (B) the fair market value of
a share of our common stock on the entry date on which an employee becomes a participant within the
offering period or (ii) 85% of the fair market value of our common stock on the last trading day of
the applicable purchase period. The fair market value of a share of our common stock on a given
date is determined by the Plan Committee (as defined below), provided that as long as there is a
public market for our common stock, the fair market value will either be (i) the closing price of
our common stock on such date (or, if our common stock is not traded on such date, the immediately
6
preceding
trading date) as reported by Nasdaq; (ii) if such price is not reported, the average of the bid and asked prices for our
common stock on such date (or, if not traded on such date, the immediately preceding trading date)
as reported by Nasdaq; (iii) in the event our common stock is listed on a stock exchange, the
closing price of our common stock on such exchange on such date (or, if not traded on such date,
the immediately preceding trading date), as reported in the Wall Street Journal; or (iv) if no such
quotations are available for a date within a reasonable time prior to the valuation date, the value
of our common stock as determined by the Plan Committee using any reasonable means. Any payroll
deductions remaining in the participants bookkeeping account after the end of an offering period
will be retained in such participants account for the next purchase period or offering period,
subject to earlier withdrawal by the participant in accordance with the terms of the 2011 ESPP. No
interest is paid on funds withheld, and those funds are used by our company for general operating
purposes.
Initially, there will be a total of 6,000,000 shares of our common stock reserved under our
2011 ESPP, which will include any shares available for issuance under our 2001 ESPP on the first
offering date under our 2011 ESPP, but not to exceed 6,000,000 shares. The shares included in our
2011 ESPP will no longer be available for issuance under our 2001 ESPP. If any change is made in
the stock subject to our 2011 ESPP or subject to any outstanding options under our 2011 ESPP
(through reorganization, restructuring, recapitalization, reclassification, stock split, reverse
stock split, stock dividend, stock repurchase, or similar transaction), equitable and proportionate
adjustments will be made by the Plan Committee in the number and kind of shares, and the per-share
option price thereof, which may be issued in the aggregate and to any participant upon exercise of
the options granted under our 2011 ESPP.
Eligibility and Administration
All employees of our company or of those subsidiaries designated by our Board of Directors who
are regularly scheduled to work at least 20 hours per week for more than five months per calendar
year are eligible to participate in any of the purchase periods of the 2011 ESPP. Eligible
employees may elect to participate in the 2011 ESPP on April 1 or October 1 of each year. An
employee will not be granted an option under our 2011 ESPP if (i) immediately after the grant, such
employee would own common stock, including outstanding options to purchase common stock under our
2011 ESPP, possessing 5% or more of the total combined voting power or value of our common stock,
or (ii) participation in our 2011 ESPP would permit such employees rights to purchase our common
stock under all of our employee stock purchase plans to exceed $25,000 in fair market value
(determined at the time the option is granted) of our common stock for each calendar year in which
such option is outstanding.
Our Board of Directors will appoint a committee to administer our 2011 ESPP, the Plan
Committee. The Plan Committee will have the authority to (a) interpret and construe any provision
of our 2011 ESPP, (b) adopt rules and regulations for administering our 2011 ESPP, and (c) make all
other determinations deemed necessary or advisable for administering our 2011 ESPP.
7
Offering Periods and Employee Participation
Our 2011 ESPP will be implemented in a series of successive offering periods, each with a
maximum duration of 12 months. If the fair market value per share of our common stock on any
purchase date is less than the fair market value per share on the start date of a 12-month offering
period, then that offering period will automatically terminate, and a new 12-month offering period
will begin on the next business day. Each offering period will begin on the April 1 or October 1,
as applicable, immediately following the end of the previous offering period.
Under our 2011 ESPP, eligible employees may elect to participate in our 2011 ESPP on April 1
or October 1 of each year, the entry date. Subject to certain limitations determined in
accordance with calculations set forth in our 2011 ESPP, a participating employee is granted the
right to purchase shares of our common stock on the last business day on or before each March 31
and September 30 during which the employee is a participant in our 2011 ESPP, the purchase date
or exercise date. Upon enrollment in our 2011 ESPP, the participant authorizes a payroll
deduction, on an after-tax basis, in an amount of not less than 1% and not more than 20% (or such
greater percentage as the Plan Committee may establish from time to time before the first day of an
offering period) of the participants compensation on each payroll date. Unless the participant
withdraws from our 2011 ESPP, the participants option for the purchase of shares will be exercised
automatically on each exercise date, and the maximum number of full shares subject to the option
will be purchased for the participant at the applicable exercise price with the accumulated plan
contributions then credited to the participants account under our 2011 ESPP. The option exercise
price per share will equal 85% of the lower of the fair market value on the first day of the
offering period or the fair market value on the exercise date, unless the participants entry date
is not the first day of the offering period, in which case the exercise price will equal 85% of the
lower of (i) the greater of the fair market value on the first day of the offering period or the
fair market value of our common stock on the entry date or (ii) the fair market value on the
exercise date.
At the time an employee becomes a participant in our 2011 ESPP, the employee may elect payroll
deductions of up to 20% (or such greater percentage as the Plan Committee may establish from time
to time before the first day of an offering period) of such employees compensation for each pay
period during an offering. For purposes of our 2011 ESPP, compensation consists of all regular
straight time gross earnings paid by us to employees that participate in our 2011 ESPP.
Compensation for purposes of our 2011 ESPP excludes commissions, payments for overtime, shift
premium, incentive compensation, incentive payments, bonuses, and other compensation. Participants
may discontinue, reduce, or increase future payroll deductions during an offering period, however,
participants may change the rate or amount of payroll deductions only once in any purchase period.
A participants payroll deductions will continue at the same rate or amount for subsequent offering
periods unless the participant elects otherwise before the beginning of the offering periods. To
the extent necessary to comply with Section 423 of the Code, the Plan Committee may reduce a
participants payroll deduction percentage to 0% at such time during any purchase period scheduled
to end during the current calendar year when the participants aggregate payroll deductions for the
calendar year exceeds $25,000 multiplied by the applicable percentage (i.e., 85%). All payroll
deductions made by each participant will be credited to a bookkeeping account set up for that
participant under our 2011 ESPP.
8
Grants and Exercises of Options
On a participants entry date, the participant will be granted an option to purchase, on each
subsequent purchase date during the offering period in which the entry date occurs, up to a number
of shares of our common stock determined by dividing (i) the amount of such participants payroll
deductions accumulated prior to the purchase date and retained in the participants account as of
the exercise date by (ii) the option exercise price. The option exercise price is an amount equal
to 85% of the lower of (a) the greater of the fair market value of our common stock at the
beginning of the offering period or the fair market value of our common stock on the participants
entry date, or (b) the fair market value of our common stock at the end of the exercise period.
The participants option will be deemed to have been exercised automatically on the last day of the
exercise period. The maximum number of shares that a participant may purchase during any exercise
period is 12,500 shares or a total of $25,000 in shares, based on the fair market value on the
first day of the exercise period. A participant will have no interest or voting right in shares of
our common stock covered by the participants option until such option has been exercised.
Reclassifications and Mergers
Our 2011 ESPP provides for adjustment of the number of shares for which options may be
granted, the number of shares subject to outstanding options, and the exercise price of outstanding
options in the event of any increase or decrease in the number of issued and outstanding shares as
a result of one or more reorganizations, restructurings, recapitalizations, reclassifications,
stock splits, reverse stock splits, or stock dividends. If our company dissolves or liquidates,
the offering period will terminate immediately prior to the consummation of that action, unless
otherwise provided by the Plan Committee. In the event of a merger or a sale of all or
substantially all of our companys assets, each option under our 2011 ESPP will be assumed or an
equivalent option substituted by the successor corporation, unless the Plan Committee, in its sole
discretion, accelerates the date on which the options may be exercised.
Participation in Our 2011 ESPP
Participation in our 2011 ESPP is voluntary and depends on each eligible employees election
to participate and his or her determination as to the level of payroll deductions.
Withdrawal; Termination; Leave Of Absence
A participant in our 2011 ESPP may withdraw, at any time, from our 2011 ESPP by giving us
written notice. All payroll deductions credited to such participants account and not yet invested
in our common stock will be returned to the participant. If a participant withdraws from an
offering period, he or she may not participate again in that offering but may participate in any
succeeding offering under our 2011 ESPP or in any similar plan that we may adopt.
Upon termination of a participants employment for any reason, including retirement or death,
the payroll deductions credited to such participants account, and not yet invested in our common
stock, will be returned to the participant or the participants beneficiary and the unexercised
portion of any option granted to an employee under our 2011 ESPP will be automatically terminated.
9
A participant on an approved leave of absence will be deemed to be an employee during the
first 90 days of the leave of absence and may continue to be a participant in our 2011 ESPP during
that 90-day period. A participant who has been on leave of absence for more than 90 days will be
deemed to have been terminated as an employee and will not be entitled to participate in our 2011
ESPP commencing after the 90th day of such leave of absence. The payroll deductions credited to
such participants account, and not yet invested in our common stock, will be returned to the
participant and the unexercised portion of any option granted to an employee under our 2011 ESPP
will be automatically terminated.
Transferability
Neither the payroll deductions credited to a participants account nor any rights with respect
to an option granted under our 2011 ESPP may be assigned, transferred, pledged, or otherwise
disposed of by the participant, other than by will or the laws of descent and distribution. Any
such attempted assignment, transfer, pledge, or other disposition will be ineffective and we may
treat any such act as an election to withdraw from participation in our 2011 ESPP.
Duration and Modification
Our 2011 ESPP will remain in effect until the earliest of (a) the exercise date that
participants become entitled to purchase a number of shares greater than the number of reserved
shares available for purchase under our 2011 ESPP, (b) such date as is determined by our Board of
Directors in its discretion, or (c) March 31, 2022. Our 2011 ESPPs effective date means the
date immediately following the end of the current offering period under our 2001 ESPP, which is
April 1, 2012.
Our Board of Directors or the Plan Committee may amend our 2011 ESPP at any time, provided
that such amendment may not adversely affect the rights of any participant with respect to
previously granted options and our 2011 ESPP may not be amended if such amendment would in any way
cause rights issued under our 2011 ESPP to fail to meet the requirements for employee stock
purchase plans as defined in Section 423 of the Code. To the extent necessary to comply with Rule
16b-3 under the Securities Exchange Act of 1934, as amended, Section 423 of the Code, or any other
applicable law or regulation, our Board of Directors will obtain stockholder approval for an
amendment.
The foregoing is a summary only and does not purport to be a complete description of all of
the terms contained in the 2011 ESPP, and is subject to and qualified in its entirety by reference
to the full text of the 2011 ESPP, which is attached hereto as Exhibit 10.93 and is incorporated
herein by reference.
Approval of the Material Terms of the Performance Goals our 2004 Plan
Eligibility; Administration
The persons eligible to receive awards under the 2004 Plan consist of officers, directors,
employees, and independent contractors. However, incentive stock options may be granted under the
2004 Plan only to our employees, including our officers who are employees. The 2004
Plan is administered by a committee of our Board of Directors. The committee determines the
persons to receive awards, the type and number of awards to be granted, the vesting and
exercisability of the award, and any other conditions to which the award is subject.
10
Performance Criteria
One or more of the following objective performance criteria based on our consolidated
financial statements, the financial statements of our affiliates, or for our business units (except
with respect to the total stockholder return and earnings per share criteria), have been or will be
used by the committee in establishing performance goals for awards designed to comply with the
performance-based compensation exception to Section 162(m) of the Code: (1) earnings per share; (2)
revenues or gross margins; (3) cash flow; (4) operating margin; (5) return on net assets,
investment, capital, or equity; (6) economic value added; (7) direct contribution; (8) net income;
pretax earnings; earnings before interest and taxes; earnings before interest, taxes, depreciation
and amortization; earnings after interest expense and before extraordinary or special items;
operating income; income before interest income or expense, unusual items and income taxes, local,
state, or federal and excluding budgeted and actual bonuses which might be paid under any of our
ongoing bonus plans; (9) working capital; (10) management of fixed costs or variable costs; (11)
identification or consummation of investment opportunities or completion of specified projects in
accordance with corporate business plans, including strategic mergers, acquisitions, or
divestitures; (12) total stockholder return; and (13) debt reduction. For employees subject to
Section 162(m) of the Code, the performance goals and the determination of their achievement will
be made in accordance with Section 162(m) of the Code. The committee is authorized to adjust
performance conditions and other terms of awards in response to unusual or nonrecurring events, or
in response to changes in applicable laws, regulations, or accounting principles.
The foregoing is a summary only and does not purport to be a complete description of all of
the terms contained in the 2004 Plan, and is subject to and qualified in its entirety by reference
to the full text of the 2004 Plan, which is attached hereto as Exhibit 10.24(a) and is incorporated
herein by reference.
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. |
11
(d) | Exhibits. |
Exhibit | ||||
Number | Exhibits | |||
10.24 | (a) | Amended and Restated 2004 Incentive Stock Plan. |
||
10.91 | Employment Agreement, dated as of September 26, 2011, between
P. James Debney and Smith & Wesson Holding Corporation. |
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10.92 | Separation Agreement and Release, dated September 26, 2011,
between Michael F. Golden and Smith & Wesson Holding Corporation. |
|||
10.93 | 2011 Employee Stock Purchase Plan. |
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99.1 | Press release from Smith & Wesson Holding Corporation, dated
September 27, 2011, entitled Smith & Wesson Announces CEO Transition. |
12
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: September 27, 2011 | By: | /s/ Jeffrey D. Buchanan | ||
Jeffrey D. Buchanan | ||||
Executive Vice President, Chief Financial Officer, and Secretary |
EXHIBIT INDEX
10.24 | (a) | Amended and Restated 2004 Incentive Stock Plan. |
||
10.91 | Employment Agreement, dated as of September 26, 2011, between P. James Debney and Smith &
Wesson Holding Corporation. |
|||
10.92 | Separation Agreement and Release, dated September 26, 2011, between Michael F. Golden and
Smith & Wesson Holding Corporation. |
|||
10.93 | 2011 Employee Stock Purchase Plan. |
|||
99.1 | Press release from Smith & Wesson Holding Corporation, dated September 27, 2011, entitled
Smith & Wesson Announces CEO Transition. |