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)
May 2, 2008
STURM, RUGER & COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 001-10435 06-0633559
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
ONE LACEY PLACE, SOUTHPORT, CONNECTICUT 06890
(Address of Principal Executive Offices) (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):
|_| 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))
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Item 1.01 Entry into a Material Definitive Agreement
On May 2, 2008, Sturm, Ruger & Company, Inc. (the "Company") entered into
an executive severance agreement (the "Agreement") with Kevin B. Reid, Sr., who
was appointed Vice President and General Counsel of the Company on April 23,
2008.
The Agreement is not an employment contract and does not specify an
employment term, compensation levels or other terms or conditions of employment.
It provides for certain severance benefits to Mr. Reid in the event his
employment is terminated under specified circumstances.
The Agreement provide for severance benefits, if during the term of the
Agreement there is a: (i) Termination Without Cause (as defined in each
Agreement), (ii) Change in Control (as defined in each Agreement) and Mr. Reid
is subsequently terminated or (iii) Change in Control and there is a reduction
in Mr. Reid's salary or a diminution of his duties and thereafter he terminates
his employment.
The Agreement provide for severance benefits consisting of the following
primary components:
o a lump sum cash payment (payable within 30 days of termination
unless such payment is subject to the six-month deferral required by
Internal Revenue Code Section 409A) equal to (i) 12 months of Base
Annual Salary (as defined in each agreement) if employed less than 5
years by the Company or (ii) 18 months of Base Annual Salary if
employed more than 5 years by the Company; and
o continued insurance benefits for the period not to exceed 18 months
from the date that the officer's employment with the Company
terminates.
The Agreement has a one-year term, subject to automatic extension for
additional one-year periods on each anniversary of its date unless either side
gives notice of intent not to renew at least one year in advance.
The foregoing description of the Agreement is qualified in its entirety by
reference to the complete terms and conditions of the Agreement, which is
attached as Exhibits 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Severance Agreement, dated as of May 2, 2008 by and between
Sturm, Ruger, & Co., Inc. and Kevin B. Reid, Sr.
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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,
Treasurer and Chief Financial Officer
Dated: May 2, 2008
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