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As filed with the Securities and Exchange Commission on March 30, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SMITH & WESSON BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada | 87-0543688 | |
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2100 Roosevelt Avenue
Springfield, Massachusetts 01104
(Address of Principal Executive Offices) (Zip Code)
2021 Employee Stock Purchase Plan
(Full Title of the Plan)
Mark P. Smith
President
and Chief Executive Officer
Smith & Wesson Brands, Inc.
2100 Roosevelt Avenue, Springfield, Massachusetts 01102
(800)
331-0852
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act. (Check one):
Large accelerated filer | ☑ | Accelerated filer | ☐ | |||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||
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 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. |
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The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the
Securities Act
). In accordance with the rules and regulations of the Securities and Exchange Commission (the
Commission
) and the instructions to Form
S-8,
such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
Item 2. |
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The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form
S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
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Smith & Wesson Brands, Inc. (the
Registrant
) hereby incorporates by reference into this Registration Statement the
following documents previously filed with the Commission:
(a) |
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(b) |
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(c) |
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In addition,
all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement,
which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any subsequently filed document which also is incorporated
or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. |
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Not applicable.
Item 5. |
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The firm of Greenberg Traurig, LLP, Phoenix, Arizona, has acted as counsel for the Registrant in the preparation of this Registration
Statement. As of March 30, 2022, certain members of such firm beneficially owned a total of 28,000 shares of the Registrants Common Stock.
Item 6. |
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The amended and restated bylaws of the Registrant provide that the Registrant shall, to the maximum extent permitted by law, indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was an Agent
of the Registrant, against expenses, including attorneys fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person. The term Agent includes any person who is or was a director, officer
or director level or above (as shown in the Registrants or the applicable consolidated subsidiarys human resources records) employee of the Registrant or any of its consolidated subsidiaries or, while a director, officer or director
level or above (as shown on the Registrants or the applicable consolidated subsidiarys human resources records) of the Registrant or any of its consolidated subsidiaries, is or was serving at the request of the Registrant or any of its
consolidated subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
The amended and restated bylaws of the Registrant also provide that expenses incurred in defending any such action, suit, or proceeding by any
person who the Registrant is required to indemnify as set forth above shall be paid or reimbursed by the Registrant promptly upon receipt by it of an undertaking of such person to repay such expenses if it should ultimately be determined that such
person was not entitled to be indemnified by the Registrant.
The amended and restated bylaws of the Registrant further provide that upon
a determination of the Board of Directors of the Registrant to purchase liability insurance, the Registrant shall purchase and maintain insurance on behalf of each Agent identified by the Board of Directors of the Registrant against any liability
asserted against or incurred by the Agent in such capacity or arising out of the Agents status as such whether or not the Registrant would have the power to indemnify the Agent against such liability under the provisions of the amended and
restated bylaws.
Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify a present or former director,
officer, employee, or agent of the corporation, or of another entity for which such person is or was serving in such capacity at the request of the corporation, who is or was a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, against expenses, including attorneys fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection therewith, arising by reason of service in such capacity if such
person (i) is not liable pursuant to Section 78.138 of the Nevada Revised Statutes, or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation and,
with respect to a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of actions brought by or in the right of corporation, however, no indemnification may be made for any claim, issue, or
matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Subsection 3 of Section 78.7502 of the Nevada Revised Statutes further provides that, to the extent a director, officer, employee, or
agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections 1 and 2 thereof, or in the defense of any claim, issue, or matter therein, the corporation shall indemnify
him or her against expenses, including attorneys fees, actually and reasonably incurred by him or her in connection with the defense.
Section 78.751 of the Nevada Revised Statutes provides that unless discretionary indemnification is ordered by a court, the determination
to provide indemnification must be made by the stockholders; by a majority vote of a quorum of the board of directors who were not parties to the action, suit, or proceeding; or in specified circumstances by independent legal counsel in a written
opinion. In addition, the articles of incorporation, bylaws, or an agreement made by the corporation may provide for the payment of the expenses of a director or officer of defending an action as incurred upon receipt of an undertaking to repay the
amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification.
In addition, the Registrant has entered into indemnity agreements that require the
Registrant to indemnify the directors and officers of the Registrant against expenses and certain other liabilities arising out of their conduct on behalf of the Registrant to the maximum extent and under all circumstances permitted by law. The
Registrant intends to enter into a similar agreement with its future directors and officers.
The foregoing is only a general summary of certain aspects of Nevada law and the
Registrants amended and restated bylaws dealing with indemnification of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of the Nevada Revised Statutes and the
Registrants amended and restated bylaws.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. |
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table
in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form
S-8
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form
S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Springfield, state of
Massachusetts, on March 30, 2022.
SMITH & WESSON BRANDS, INC. | ||
By: | /s/ Mark P. Smith | |
Mark P. Smith | ||
President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears below constitutes and appoints jointly and severally, Mark
P. Smith and Deana L. McPherson and each of them, as his or her true and lawful
attorney-in-fact
and agents, with full power of substitution and resubstitution, for him
or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature | Position | Date | ||
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| March 30, 2022 | ||
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| March 30, 2022 | ||
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| March 30, 2022 | ||
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| March 30, 2022 | ||
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| March 30, 2022 | ||
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| March 30, 2022 | ||
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| March 30, 2022 | ||
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| March 30, 2022 | ||
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| March 30, 2022 | ||
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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