8-K
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): September 26, 2006
STURM, RUGER & COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
(State or Other Jurisdiction of
Incorporation)
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06-0633559
(Commission File Number)
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001-10435
(IRS Employer Identification
Number) |
ONE LACEY PLACE, SOUTHPORT, CONNECTICUT 06890
(Address of Principal Executive
Offices) (Zip Code)
Registrants telephone number, including area code (203) 259-7843
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):
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 1.01 Entry into a Material Definitive Agreement
The information presented in Item 2.01 hereof is hereby incorporated by reference in this Item
1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 26, 2006, Sturm, Ruger & Company, Inc. (the Company) entered into a Sale and
Purchase Agreement with Ruger Business Holdings, L.P. (Ruger Holdings), pursuant to which the
Company agreed to purchase all of Ruger Holdings shares of common stock on the Company (4,272,000
shares). William B. Ruger, Jr. and Carolyn Ruger Vogel (son and daughter of William B. Ruger) are
co-trustees of the William B. Ruger Revocable Trust of 1988, the sole limited partner of Ruger
Holdings. Ruger Management, Inc., the sole general partner of Ruger Holdings is owned by William
B. Ruger, Jr. and Carolyn R. Vogel. The purchase price of the shares was $5.90 per share, and the
total consideration paid by the Company to Ruger Holdings in connection with the stock purchase was
$25,204,800.
The foregoing description of the Sale and Purchase Agreement is qualified in its entirety by
reference to the complete terms and conditions of the Sale and Repurchase Agreement, which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On September 26, 2006 the Company issued a press release announcing its entry into the Sale
and Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 and incorporate
herein by reference.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
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Description |
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10.1
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Sale and Purchase Agreement, dated as of September 26, 2006, by and between Sturm, Ruger, &
Co., Inc., and Ruger Business Holdings, L.P. |
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99.1
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Press Release of Sturm, Ruger & Company, Inc., dated September 26, 2006, regarding the
purchase of stock of the Company from Ruger Business Holdings, L.P. |
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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.
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STURM, RUGER & COMPANY, INC.
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By: |
/s/ Thomas A. Dineen
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Name: |
Thomas A. Dineen |
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Title: |
Principal Financial Officer,
Treasurer and Chief Financial
Officer |
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Dated: September 26, 2006
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