UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On July 30, 2020, our Board of Directors set a record date as of the close of business on August 10, 2020, or the Record Date, for the previously announced spin-off of our wholly owned subsidiary, American Outdoor Brands, Inc., or AOUT, which, subject to the satisfaction or waiver of certain conditions, the spin-off will be completed by way of a pro rata distribution, or the Distribution. Our stockholders will receive one share of AOUT common stock, par value $0.001, for every four shares of our common stock, par value $0.001, held as of the close of business on the Record Date. No fractional shares of AOUT common stock will be delivered; instead, the distribution agent for the Distribution will aggregate fractional shares into whole shares in the open market at prevailing prices and distribute the net cash proceeds from the sales pro rata to each stockholder that would otherwise have been entitled to receive a fractional share in connection with the Distribution. The Distribution is expected to be completed on August 24, 2020 at 12:01 a.m. Eastern Time.
On July 31, 2020, we issued a press release relating to the spin-off which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibits | |
| 99.1 | Press Release from Smith & Wesson Brands, Inc., dated July 31, 2020, entitled “Smith & Wesson Brands, Inc. Announces Record and Distribution Dates for American Outdoor Brands, Inc. Spin-Off” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 BRANDS, INC. | ||||||
| Date: July 31, 2020 | By: | /s/ Robert J. Cicero | ||||
| Robert J. Cicero | ||||||
| Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | ||||||