by Smith & Wesson Holding Company filed a Sec. 14A Proxy Statement with the Securities and Exchange Commission today. It was to issue a notice of a special stockholders meeting on December 13th. This meeting is to have the stockholders approve a corporate name change from Smith & Wesson Holding Company to American Outdoor Brands Corporation.
WTF?
You can see the proposal that has been approved by the Board of Directors below. I fully realize that they have bought companies like Crimson Trace and Battenfield Technologies in recent years. While they will be keeping the Smith & Wesson name for their firearms subsidiary, this smacks too much of the Freedom Group aka Remington Outdoor Company.
As a shareholder of SWHC stock, my intention is to vote no on this proposal. This is a personal decision and has nothing to do with my day job. You might have a different opinion on this and, if so, I’d love to hear it in the comments.
PROPOSAL ONEOur Board of Directors has approved the Second Amended and Restated Articles of Incorporation to change our corporate name from Smith & Wesson Holding Corporation to American Outdoor Brands Corporation. We now seek stockholder approval of the Second Amended and Restated Articles of Incorporation to accomplish the name change. We believe that the proposed name change will better reflect our increasingly diverse business and stated vision to become the leading provider of quality products for the shooting, hunting, and rugged outdoor enthusiast. As such, the proposed name change will better convey to existing and potential investors the nature of our expanding business around a number of individual but synergistic companies. We also believe that the proposed name change will better differentiate our identity, as a holding company, from the identity of our firearm subsidiary, both of which currently carry the name “Smith & Wesson.”Currently, we are a holding company that owns, directly and indirectly, a family of consumer product companies addressing the shooting, hunting, and rugged outdoor markets, including Smith & Wesson Corp., Battenfeld Technologies, Inc., Crimson Trace Corporation, Deep River Plastics, LLC, and BTI Tools, LLC. Those subsidiary companies operate in four divisions and manage multiple brands, including the following:BOG–POD ® – Tripods, Bipods, Monopods, and AccessoriesCaldwell ® – Shooting SuppliesCrimson Trace ® – Electro OpticsDeep River Plastics™ – Precision Plastic Injection MoldingFrankford Arsenal ® – Reloading ToolsGolden Rod ® – Moisture ControlHooyman ® – Outdoor Saws and AccessoriesLockdown ® – Vault and Safety AccessoriesM&P ® – Firearms and Outdoor Accessories such as Bags, Knives, Specialty Tools, and FlashlightsNon–Typical™ – Wildlife SolutionsOld Timer ® – Knives and Specialty ToolsPerformance Center ® – High Performance, Specialty, and Custom FirearmsSchrade ® – Knives and Specialty ToolsSmith & Wesson ® – Firearms and Outdoor Accessories such as Bags, Knives, Specialty Tools, and FlashlightsThompson/Center™ – Hunting Firearms and AccessoriesTipton ® – Firearm Cleaning SuppliesUncle Henry ® – Knives and Specialty ToolsWheeler ® Engineering – Gunsmithing SuppliesEach of our subsidiary company’s brands has tremendous value and meaning to its loyal customer base, and each subsidiary company will retain its current name under this proposal so that it can continue to benefit from the brand equity that has been built over the years. Our existing firearms business subsidiary will continue to operate as, and be named, Smith & Wesson Corp. This subsidiary owns the 164 year old Smith & Wesson brand – a brand that is one of our strongest assets and a brand that must be preserved, supported, and protected so that we may continue to benefit from its iconic nature. Thus, changing our name is not intended to diminish the importance of the Smith & Wesson brand in our portfolio. Rather, our new name will represent a broader and more inclusive platform from which to expand into the shooting, hunting, and rugged outdoor markets.We believe that changing our corporate name to American Outdoor Brands Corporation will better reflect our strategic focus on the shooting, hunting, and rugged outdoor markets. Changing our name will not result in any change in the name of any subsidiary company or any branded product marketed by any of those subsidiary companies, and, if the proposal is approved, our corporate structure would remain the same.
4 Special Proxy Statement Table of Contents
PROPOSAL ONE If approved by the stockholders, the proposed Second Amended and Restated Articles of Incorporation will become effective upon the filing of the Second Amended and Restated Articles of Incorporation with the Secretary of State of the state of Nevada, which we anticipate will occur on or about January 1, 2017. At the same time, we also anticipate we will adopt the symbol “AOBC” for our stock exchange listing, as it will be more closely aligned with our new name.A copy of the proposed Second Amended and Restated Articles of Incorporation that would be filed with the Secretary of State of the state of Nevada to effect the name change is attached hereto as Appendix A and is hereby incorporated by reference into this proxy statement; provided, however, that such Second Amended and Restated Articles of Incorporation are subject to change or modification to include any technical changes as may be required by the office of the Secretary of State of the state of Nevada.On the date of this proxy statement, we issued a press release regarding our proposed corporate name change. A copy of the press release is attached hereto as Appendix B and is hereby incorporated by reference into this proxy statement.OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO APPROVE THE SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION TO CHANGE OUR CORPORATE NAME FROM SMITH & WESSON HOLDING CORPORATION TO AMERICAN OUTDOOR BRANDS CORPORATION.
