8-K
STURM RUGER & CO INC (RGR)
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)
September 30, 2020
STURM, RUGER & COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware<br><br> <br>(State or Other Jurisdiction of Incorporation) | 001-10435<br><br> <br>(Commission File Number) | 06-0633559<br><br> <br>(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. ☐
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| Item 8.01 | Other Events |
|---|
On September 30, 2020, Sturm, Ruger & Company, Inc. issued a press release announcing it had agreed to acquire substantially all of the assets related to the design, development, testing, manufacture, marketing and sale of Marlin brand products using the Marlin name (collectively, the "Marlin Assets") for an aggregate purchase price of $30 million, payable in cash at closing. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press release of Sturm, Ruger & Company, Inc., dated September 30, 2020, announcing it had agreed to acquire the Marlin Assets |
| --- | --- |
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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.
| STURM, RUGER & COMPANY, INC. | ||
|---|---|---|
| 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: September 30, 2020
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Sturm, Ruger & Company, Inc. to AcquireMarlin Firearms Assets
SOUTHPORT, CONNECTICUT, September 30, 2020 — Sturm, Ruger and Company, Inc. (NYSE: RGR) announced today that its offer to purchase substantially all of the Marlin Firearms assets was accepted by Remington Outdoor Company, Inc. and approved by the United States Bankruptcy Court for the Northern District of Alabama. The Company will pay the $30 million purchase price from cash on hand at the time of closing, which is expected to occur in October.
“The value of Marlin and its 150-year legacy was too great of an opportunity for us to pass up,” said Ruger President and CEO Chris Killoy. “The brand aligns perfectly with ours and the Marlin product portfolio will help us widen our already diverse product offerings.”
The transaction is exclusively for the Marlin Firearms assets. Remington firearms, ammunition, other Remington Outdoor brands, and all facilities and real estate are excluded from the Ruger purchase. Once the purchase is completed, the Company will begin the process of relocating the Marlin Firearms assets to existing Ruger manufacturing facilities.
“The important thing for consumers, retailers and distributors to know at this point in time,” continued Killoy, “is that the Marlin brand and its great products will live on. Long Live the Lever Gun.”
Additional information will be released when available. To stay up to date, please sign up for our contact list at Ruger.com/Marlin.
To learn more about the extensive line of award-winning Ruger firearms, visit Ruger.com or Facebook.com/Ruger. To find accessories for Ruger firearms, visit ShopRuger.com or your local independent retailer of Ruger firearms.
About Sturm, Ruger & Co., Inc.
Sturm, Ruger & Co., Inc. is one of the nation's leading manufacturers of rugged, reliable firearms for the commercial sporting market. With products made in America, Ruger offers consumers almost 800 variations of more than 40 product lines. For more than 70 years, Ruger has been a model of corporate and community responsibility. Our motto, “Arms Makers for Responsible Citizens^®^,” echoes our commitment to these principles as we work hard to deliver quality and innovative firearms.
The Company may, from time to time, make forward-looking statementsand projections concerning future expectations. Such statements are based on current expectations and are subject to certain qualifyingrisks and uncertainties, such as market demand, sales levels of firearms, anticipated castings sales and earnings, the need forexternal financing for operations or capital expenditures, the results of pending litigation against the Company, the impact offuture firearms control and environmental legislation, and accounting estimates, any one or more of which could cause actual resultsto differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements,which speak only as of the date made. The Company undertakes no obligation to publish revised forward-looking statements to reflectevents or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipatedevents.
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