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): March 3, 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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001-10435
(Commission File Number)
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06-0633559
(IRS Employer Identification
Number) |
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ONE LACEY PLACE, SOUTHPORT, CONNECTICUT
(Address of Principal Executive Offices)
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06890
(Zip Code) |
Registrant’s 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d 2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 3, 2006 the Board of Directors of the Company adopted a resolution to amend and
restate Article IV, Section 5 of the Company’s bylaws which defines the responsibilities of the
Chairman of the Board, Vice Chairman, President and Chief Executive Officer, effective immediately.
Prior to the amendment to the bylaws, Article IV, Section 5 provided that the Chairman of the
Board served as the Chief Executive Officer of the Company and the President served as the Chief
Operating Officer of the Company.
Pursuant to the amendment to the bylaws, the President shall serve as the Chief Executive
Officer of the Company, unless a separate Chief Executive Officer has been designated by the Board
of Directors, in which case the President shall serve as the Chief Operating Officer of the
Company. The full text of the amended and restated Article IV, Section 5 of the Company’s bylaws
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 8.01 Other Events
On February 24, 2006, the Company issued a press release announcing the appointment of Vice
Admiral James E. Service, U.S. Navy (ret.) to be its Chairman of the Board, effective immediately.
A copy of the press release is furnished as Exhibit 99.2 to the Current Report on Form 8-K and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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| Exhibit No. |
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Description |
99.1
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Amended and restated Article IV, Section 5 of the Company’s bylaws which defines the
responsibilities of the Chairman of the Board, Vice Chairman, President and Chief Executive
Officer. |
99.2
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Press release of Sturm, Ruger & Company, Inc. dated February 24, 2006, announcing the
appointment of Vice Admiral James E. Service, U.S. Navy (ret.) to be its Chairman of the
Board. |
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