SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ____________ TO ___________
COMMISSION FILE NUMBER 0-4776
STURM, RUGER & COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-0633559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
LACEY PLACE, SOUTHPORT, CONNECTICUT 06890
(Address of principal executive offices) (Zip Code)
(203) 259-7843
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
COMMON STOCK, $1 PAR VALUE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES [X] NO [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of June 30, 2002:
Common Stock, $1 par value - $297,346,119
The number of shares outstanding of the issuer's common stock as of July 15,
2003:
Common Stock, $1 par value - 26,910,720 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended December
31, 2002 are incorporated by reference into Parts I, II and IV of this Report.
Portions of the Proxy Statement relating to the Annual Meeting of Stockholders
held on May 6, 2003 are incorporated by reference into Part III of this Report.
Explanatory Note
This Amendment to the Annual Report on Form 10-K of Sturm, Ruger & Company, Inc.
for the year ended December 31, 2002, as filed with the Securities and Exchange
Commission on March 26, 2003, is being filed to amend Part IV, Item 15
"Exhibits, Financial Statement Schedules and Reports on Form 8-K" in order to
add Exhibit 13.1.1, which sets forth the portion of the Annual Report to
Stockholders of the Company that includes the Independent Auditors' Report. The
portion of the Annual Report to the Stockholders that includes the Independent
Auditors' Report was inadvertently omitted from Exhibit 13.1 of the Annual
Report on Form 10-K.
ITEM 15 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(3) Listing of Exhibits:
Exhibit 13.1.1 Page 22 of the Annual Report to
Stockholders of the Company for the year ended
December 31, 2002 (Independent Auditors'
Report). Except for those portions of such
Annual Report to Stockholders expressly
incorporated by reference into the Report, such
Annual Report to Stockholders is furnished
solely for the information of the Securities
and Exchange Commission and shall not be deemed
a "filed" document.
Exhibit 23.4 Consent of Independent Auditors.
Exhibit 99.10 Certification Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
Exhibit 99.11 Certification Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
STURM, RUGER & COMPANY, INC.
-----------------------------------
(Registrant)
S/LESLIE M. GASPER
-----------------------------------
Leslie M. Gasper
Corporate Secretary
July 14, 2003
-----------------------------------
Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
S/WILLIAM B. RUGER, JR. 7/14/03 S/THOMAS A. DINEEN 7/14/03
------------------------------------------------- ----------------------------------------------
William B. Ruger, Jr. Thomas A. Dineen
Chairman of the Board, Chief Executive Treasurer and Chief Financial Officer
Officer and Director (Principal Financial Officer)
(Principal Executive Officer)
S/STEPHEN L. SANETTI 7/14/03 S/JOHN M. KINGSLEY, JR. 7/14/03
------------------------------------------------- ----------------------------------------------
Stephen L. Sanetti John M. Kingsley, Jr.
President and Chief Operating Officer, Director
General Counsel and Director
S/TOWNSEND HORNOR 7/14/03 S/RICHARD T. CUNNIFF 7/14/03
------------------------------------------------- ----------------------------------------------
Townsend Hornor Richard T. Cunniff
Director Director
S/JAMES E. SERVICE 7/14/03 S/PAUL X. KELLEY 7/14/03
------------------------------------------------- ----------------------------------------------
James E. Service Paul X. Kelley
Director Director
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CERTIFICATION
I, William B. Ruger, Jr., Chief Executive Officer of Sturm, Ruger & Company,
Inc., certify that:
1. I have reviewed this amended annual report on Form 10-K/A of
Sturm, Ruger & Company, Inc.;
2. Based on my knowledge, this amended annual report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this amended annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this amended annual report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
amended annual report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this amended
annual report is being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
amended annual report (the "Evaluation Date"); and
c) Presented in this amended annual report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
4
6. The registrant's other certifying officer and I have indicated
in this amended annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
S/WILLIAM B. RUGER, JR.
-----------------------
William B. Ruger, Jr.
Chief Executive Officer
Date: July 14, 2003
5
CERTIFICATION
I, Thomas A. Dineen, Treasurer and Chief Financial Officer of Sturm, Ruger &
Company, Inc., certify that:
1. I have reviewed this amended annual report on Form 10-K/A of
Sturm, Ruger & Company, Inc.;
2. Based on my knowledge, this amended annual report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this amended annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this amended annual report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
amended annual report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this amended
annual report is being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
amended annual report (the "Evaluation Date"); and
c) Presented in this amended annual report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
6
a) All significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this amended annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
S/THOMAS A. DINEEN
----------------------------
Thomas A. Dineen
Treasurer and Chief Financial Officer
Date: July 14, 2003
7
EXHIBIT INDEX
Page No.
--------
Exhibit 13.1.1 Page 22 of the Annual Report to
Stockholders of the Company for the year ended
December 31, 2002 (Independent Auditors'
Report). Except for those portions of such
Annual Report to Stockholders expressly
incorporated by reference into the Report, such
Annual Report to Stockholders is furnished
solely for the information of the Securities
and Exchange Commission and shall not be deemed
a "filed" document. 9
Exhibit 23.4 Consent of Independent Auditors. 10
Exhibit 99.10 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 11
Exhibit 99.11 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 12
8