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)
July 29, 2005
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))
Item 4.01 Changes in Registrant's Certifying Accountant
Effective July 29, 2005, Sturm, Ruger & Company, Inc. (the "Company")
dismissed KPMG LLP ("KPMG") and appointed McGladrey & Pullen LLP as its
independent auditors. The Audit Committee of the Company approved the dismissal
of KPMG and the appointment of McGladrey & Pullen LLP.
The audit reports of KPMG on the financial statements of the Company as of
and for the years ended December 31, 2004 and 2003 did not contain an adverse
opinion or disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles. The audit report of KPMG on
management's assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting as
of December 31, 2004 did not contain an adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
In connection with the audits of the two fiscal years ended December 31,
2004 and 2003, and in the subsequent interim period through June 30, 2005, there
have been no (1) disagreements with KPMG on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures
which, if not resolved to the satisfaction of KPMG, would have caused KPMG to
make reference in connection with their opinion to the subject matter of the
disagreement, or (2) reportable events as described under Item 304(a)(1)(v) of
Regulation S-K. The Company has requested KPMG to furnish a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements.
During the two most recent fiscal years ended December 31, 2004 and
December 31, 2003, and in the subsequent interim period through June 30, 2005,
the Company did not consult with McGladrey & Pullen LLP regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
----------- -----------
16 Letter from KPMG LLP dated August 3, 2005.
99.1 Press release of Sturm, Ruger & Company, Inc. dated August 2,
2005 announcing the dismissal of KPMG LLP as its independent
auditors and the appointment of McGladrey & Pullen LLP as its
independent auditors as July 29, 2005.
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: August 3, 2005