<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sturm, Ruger & Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-0633559
(State or other jurisdiction (I.R.S. employer identification number)
of incorporation or organization)
Lacey Place
Southport, Connecticut 06490
(Address of principal executive offices)
Sturm, Ruger & Company, Inc.
1998 Stock Incentive Plan
(Full title of the plan)
Erle G. Blanchard Copy to:
Vice President, Controller
Sturm, Ruger & Company, Inc. Jeffrey E. LaGueux, Esq.
Lacey Place Patterson, Belknap, Webb & Tyler LLP
Southport, Connecticut 06490 1133 Avenue of the Americas
(203) 259-7843 New York, New York 10036-6710
(212) 336-2000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
================================================================================================================
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share (1) Offering
Price
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $9.7813 $19,562,600 $5,438.40
$1.00 par value
per share
================================================================================================================
</TABLE>
(1) CALCULATED PURSUANT TO RULE 457(C) OF THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AS PERMITTED BY RULE 457(H)(1) UNDER THE
SECURITIES ACT, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE
COMPANY'S COMMON STOCK AS TRADED ON THE NEW YORK STOCK EXCHANGE ON AUGUST 5,
1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Sturm, Ruger &
Company, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by this reference:
(a) The Company's Annual Report on Form 10-K, for the fiscal year ended
December 31, 1998, filed with the Commission pursuant to Section 13(a) of the
Exchange Act; and
(b) The Company's Quarterly Report on Form 10-Q, for the quarter ended
March 31, 1999, filed with the Commission pursuant to Section 13(a) of the
Exchange Act; and
(c) The Company's Quarterly Report on Form 10-Q, for the quarter ended
June 30, 1999, filed with the Commission pursuant to Section 13(a) of the
Exchange Act; and
(d) The description of the Company's Common Stock, $1.00 par value (the
"Common Stock"), set forth in the Company's Registration Statement on Form 8-A
filed with the Commission on May 25, 1990, pursuant to Section 12(b) of the
Exchange Act.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
by the Company of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed by this reference to be incorporated in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The shares of the Company's Common Stock registered hereby are included
in a class of securities registered under Section 12 of the Exchange Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
corporation, under certain circumstances, to indemnify its directors and
officers (including reimbursement for expenses incurred). The registrant has
provided for indemnification to the maximum extent permitted by the provisions
of the Delaware General Corporation Law in its charter and by-laws. The
registrant also maintains directors' and officers' liability insurance (subject
to certain exclusions and limitations) against certain liabilities, including
certain liabilities under the Securities Act of 1933. See Item 9,
"Undertakings."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBIT INDEX.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
4.3 Sturm, Ruger & Company, Inc. 1998 Stock Incentive Plan
5 Opinion of Patterson, Belknap, Webb & Tyler LLP regarding the
legality of the Company's Common Stock registered hereby
23.1 Consent of Patterson, Belknap, Webb & Tyler LLP (included in
Exhibit 5)
23.2 Consent of Ernst & Young LLP
</TABLE>
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company have been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, director, officer, or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the
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question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fairfield, State of Connecticut on this 6th day
of August, 1999.
STURM, RUGER & COMPANY, INC.
By: /s/___________________________
Erle G. Blanchard
Vice President, Controller
(Principal Financial and Accounting Officer)
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/________________ Chairman, Chief Executive Officer, August 6, 1999
William B. Ruger Treasurer, Director
(Principal Executive Officer)
/s/________________ Vice President, Controller August 6, 1999
Erle G. Blanchard (Principal Financial and Accounting
Officer)
/s/________________ Vice Chairman, Senior Executive August 6, 1999
William B. Ruger, Jr. Officer, President, Chief Operating
Officer, Director
/s/________________ Director August 6, 1999
John M. Kingsley, Jr.
/s/________________ Director August 6, 1999
Stanley B. Terhune
/s/________________ Director August 6, 1999
Richard T. Cunniff
/s/________________ Director August 6, 1999
Townsend Hornor
/s/________________ Director August 6, 1999
Paul X. Kelley
/s/________________ Director August 6, 1999
James E. Service
/s/________________ Vice President, General Counsel, August 6, 1999
Stephen L. Sanetti Director
</TABLE>
5
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EXHIBIT 4.3
STURM, RUGER & COMPANY, INC.
1998 STOCK INCENTIVE PLAN
1. Purpose.
The purpose of the Sturm, Ruger & Company, Inc. 1998 Stock
Incentive Plan (the "Plan") is to enable Sturm, Ruger & Company, Inc. (the
"Company") and any Related Company (as defined below) to attract and retain
employees who contribute to the Company's success by their ability, ingenuity,
and industry, and to enable such employees to participate in the long-term
success and growth of the Company by giving them an equity interest in the
Company. For purposes of the Plan, a "Related Company" means any corporation,
partnership, joint venture, or other entity in which the Company owns, directly
or indirectly, at least a twenty per cent (20%) beneficial ownership interest.
2. Types of Awards.
2.1 Awards under the Plan may be in the form of Stock Options
or Stock Appreciation Rights;
2.2 An eligible employee may be granted one or more types of
awards, which may be independent or granted in tandem. If two awards are granted
in tandem, the employee may exercise (or otherwise receive the benefit of) one
award only to the extent he or she relinquishes the tandem award.
3. Administration.
3.1 The Plan shall be administered by the Compensation
Committee of the Company's Board of Directors or such other committee appointed
either by the Board of Directors of the Company (the "Board") or by such
Compensation Committee (the "Committee"); provided, however, to the extent
determined necessary to satisfy the requirements for exemption from Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
with respect to the acquisition or disposition of securities granted or awarded
hereunder, action by the Committee may be by a committee composed solely of two
or more "non-employee directors," within the meaning of Rule 16b-3 as
promulgated under Section 16(b) of the Exchange Act, appointed by the Board or
by the Compensation Committee of the Board. Members of the Committee shall serve
at the pleasure of the Board.
3.2 The Committee shall have the authority to grant awards to
eligible employees under the Plan; to adopt, alter, and repeal such
administrative rules, guidelines, and practices governing the Plan as it shall
deem advisable; to interpret the terms and provisions of the
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Plan and any award granted under the Plan; and to otherwise supervise the
administration of the Plan. In particular, and without limiting its authority
and powers, the Committee shall have the authority:
(a) to determine whether and to what extent any award or combination of
awards will be granted hereunder, including whether any awards will be granted
in tandem with each other;
(b) to select the employees to whom awards will be granted;
(c) to determine the number of shares of the common stock of the
Company (the "Stock") to be covered by each award granted hereunder;
(d) to determine the terms and conditions of any award granted
hereunder, including, but not limited to, any vesting or other restrictions
based on performance and such other factors as the Committee may determine, and
to determine whether the terms and conditions of the award are satisfied;
(e) to determine the treatment of awards upon an employee's retirement,
disability, death, termination for cause, or other termination of employment;
(f) to determine, pursuant to a formula or otherwise, the fair market
value of the Stock on a given date;
(g) to determine that amounts equal to the amount of any dividends
declared with respect to the number of shares covered by an award (i) will be
paid to the employee currently or (ii) will be deferred and deemed to be
reinvested or (iii) will otherwise be credited to the employee or (iv) that the
employee has no rights with respect to such dividends;
(h) to provide that the shares of Stock received as a result of an
award shall be subject to a right of first refusal, pursuant to which the
employee shall be required to offer to the Company any shares that the employee
wishes to sell, subject to such terms and conditions as the Committee may
specify;
(i) to amend the terms of any award, or to accelerate the vesting of
any award prospectively or retroactively; provided, however, that no amendment
shall impair the rights of the award holder without his or her consent; and
(j) to substitute new Stock Options or new Stock Appreciation Rights
for previously granted Stock Options or previously granted Stock Appreciation
Rights, in each case including previously granted Stock Options or previously
granted Stock Appreciation Rights having higher exercise prices.
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3.3 All determinations made by the Committee pursuant to the
provisions of the Plan shall be final and binding on all persons, including the
Company and Plan participants.
3.4 The Committee may from time to time delegate to one or
more officers of the Company, or any Related Company, any or all of its
authorities granted hereunder except with respect to awards granted to persons
subject to Section 16 of the Exchange Act. The Committee shall specify the
maximum number of shares that the officer or officers to whom such authority is
delegated may award.
3.5 Notwithstanding anything in the Plan to the contrary, and
to the extent determined to be necessary to satisfy an exemption under Rule
16b-3 with respect to the grant of an award hereunder (and, as applicable, with
respect to the disposition to the Company of a security acquired pursuant to an
award hereunder), or as otherwise determined advisable by the Committee, the
terms of the grant of awards under the Plan shall be subject to the prior
approval of the Board. Any prior approval of the Board, as provided in the
preceding sentence, shall not otherwise limit or restrict the authority of the
Committee to grant awards under the Plan, including, but not limited to, the
authority of the Committee to grant awards qualifying for the special
performance-based compensation exemption under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), and the treasury regulations
thereunder.
4. Stock Subject to Plan.
4.1 The total number of shares of Stock reserved and available
for distribution under the Plan shall be 2,000,000. The shares of Stock
hereunder may consist of authorized but unissued shares or treasury shares. No
more than 500,000 shares of Stock shall be available for distribution under the
Plan to any single individual with respect to any Stock Options awarded
hereunder and no single individual shall be granted Stock Appreciation Rights
hereunder related to more than 500,000 shares of Stock. The exercise of a Stock
Appreciation Right for cash or the payment of any other award in cash shall not
count against either of these share limits, except as may otherwise be provided
under Section 162(m) of the Code. Shares of Stock reserved and available for
distribution under the Plan shall further be subject to adjustment as provided
below.
4.2 To the extent a Stock Option or Stock Appreciation Right
is surrendered, canceled, or terminated without having been exercised, the
shares subject to such award shall again be available for distribution in
connection with future awards under the Plan. Notwithstanding the foregoing,
surrender, cancellation, termination, or forfeiture of a Stock Option, award or
issuance of shares shall not be disregarded for purposes of applying the
individual limit on available shares described in Section 4.1 with respect to
any individual with respect to whom the provisions of Section 162(m) of the Code
apply. At no time will the overall number of shares issued under the Plan plus
the number of shares covered by outstanding awards under the Plan exceed the
aggregate number of shares authorized under the Plan. At no time will the number
of shares issued under the Plan to any individual plus the number of shares
covered by
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a previous award to such individual under the Plan, whether or not outstanding,
exceed the number of shares authorized under this Plan for a single individual.
4.3 In the event of any merger, reorganization, consolidation,
sale of substantially all assets, recapitalization, Stock dividend, Stock split,
spin-off, split-up, split-off, distribution of assets (including cash), or other
change in corporate structure affecting the Stock, a substitution or adjustment,
as may be determined to be appropriate by the Committee in its sole discretion,
shall be made in the aggregate number of shares reserved for issuance under the
Plan, the aggregate number of shares of Stock available for distribution under
the Plan to any single individual with respect to a Stock Option awarded
hereunder, the aggregate number of shares of Stock that relate to Stock
Appreciation Rights that may be granted to any single individual hereunder, the
identity of the stock to be issued under the Plan, the number of shares subject
to outstanding awards and the amounts to be paid by employees, the Company or
any Related Company, as the case may be, with respect to outstanding awards.
5. Eligibility.
Officers and other employees of the Company and Related
Companies are eligible to be granted awards under the Plan. A director of the
Company or a Related Company who is not also an employee of the Company or a
Related Company will not be eligible to be granted awards under the Plan. The
participants under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible.
6. Stock Options.
6.1 The Stock Options awarded under the Plan may be of two
types: (I) Incentive Stock Options within the meaning of Section 422 of the Code
or any successor provision thereto and (ii) Non-Qualified Stock Options. To the
extent that any Stock Option does not qualify as an Incentive Stock Option, it
shall constitute a Non-Qualified Stock Option.
6.2 Subject to the following provisions, Stock Options awarded
under the Plan shall be in such form and shall have such terms and conditions as
the Committee may determine:
(a) Option Price. The option price per share of Stock purchasable under
a Stock Option shall be determined by the Committee; provided, however, that
with respect to persons subject to Section 16 of the Exchange Act, the option
price shall not be less than 50% of the fair market value of the Stock on the
date of the award of the Stock Option.
(b) Option Term. The term of each Stock Option shall be determined by
the Committee.
(c) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee. If the Committee provides
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that any Stock Option is exercisable only in installments, the Committee may
waive such installment exercise provisions at any time in whole or in part.
(d) Method of Exercise. Stock Options may be exercised in whole or in
part at any time during the option period by giving written notice of exercise
to the Company specifying the number of shares to be purchased, accompanied by
payment of the purchase price. Payment of the purchase price shall be made in
such manner as the Committee may provide in the award, which may include cash
(including cash equivalents), delivery of shares of Stock already owned by the
optionee or subject to awards hereunder, any other manner permitted by law as
determined by the Committee, or any combination of the foregoing.
(e) No Stockholder Rights. An optionee shall have neither rights to
dividends (other than amounts credited in accordance with Section 3.2(g)) nor
other rights of a stockholder with respect to shares subject to a Stock Option
until the optionee has given written notice of exercise and has paid for such
shares.
(f) Surrender Rights. The Committee may provide that Stock Options may
be surrendered for cash upon any terms and conditions set by the Committee.
(g) Non-transferability. Except as provided in this Section 6.2(g),
Stock Options granted under the Plan shall not be transferable other than by
will or the laws of descent and distribution and shall be exercisable during the
optionee's lifetime only by the optionee or by the optionee's guardian or legal
representative. Subject to such administrative conditions as the Committee may
prescribe, an optionee may, upon providing written notice to the Committee or
its designee, elect to transfer, without consideration therefor, all or any
portion of the Non-Qualified Options granted to the optionee under the Plan to
members of his or her "immediate family" (as defined below), to a trust or
trusts maintained solely for the benefit of the optionee and/or the members of
his or her immediate family, or to such other entities as may be determined by
the Committee (each, a "permissible transferee"). Any purported assignment,
alienation, pledge, attachment, sale, transfer, or encumbrance that does not
qualify as a permissible transfer under this Section 6.2(g) shall be void and
unenforceable against the Plan and the Company. For purposes of this Section
6.2(g), the term "immediate family" shall mean, with respect to a particular
optionee, the optionee's spouse, parents, children, stepchildren, legally
adopted children, and grandchildren, and such other persons as may be determined
by the Committee. The terms of any such Non-Qualified Option, as set forth under
the Plan or otherwise, shall be binding upon the beneficiaries, executors,
administrators, heirs and successors of the optionee, and, as applicable, a
permissible transferee hereunder. The exercise of a Non-Qualified Option that is
transferred pursuant to this Section 6.2(g) and the shares of Common Stock
acquired thereby shall be subject to the applicable provisions of the Plan and
to all applicable requirements of law, including, but not limited to, to the
extent applicable, the registration requirements under the Securities Act of
1933, as amended. Upon any transfer of a Non-Qualified Option, as provided in
this Section 6.2(g), the permissible transferee with respect to such option
shall be subject to the provisions of the Plan that otherwise would apply to
such option if it was still held
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by the optionee. The Committee may further restrict the transferability of such
shares and require a legend to be endorsed on the certificates representing the
shares.
(h) Option Agreement. Each Stock Option granted pursuant to the Plan
shall be evidenced by a written stock option agreement executed by the Company
and the person to whom such Option is granted or a grant letter executed by the
Company.
(i) Investment Purposes. The Committee may require a Stock Option
holder to give satisfactory assurances that the shares purchased by him pursuant
to any such Stock Option are being purchased for investment and not with a view
to resale or distribution, and will not be transferred in violation of
applicable securities laws.
(j) Registration. The Committee may condition the exercise of a Stock
Option upon the listing, registration, or qualification of the shares covered by
such Stock Option upon a securities exchange or under applicable securities
laws.
6.3 Notwithstanding the provisions of Section 6.2, no
Incentive Stock Option shall: (i) be awarded to any person who is not an
employee of the Company (or any subsidiary thereof); (ii) have an option price
which is less than 100% of the fair market value of the stock on the date of the
award of the Stock Option (110% for 10% owners); (iii) be exercisable more than
ten years after the date such Incentive Stock Option is awarded (five years for
10% owners), or (iv) be awarded more than ten years after the effective date of
the Plan.
7. Stock Appreciation Rights.
7.1 A Stock Appreciation Right shall entitle the holder
thereof to receive payment of an amount, in cash, shares of Stock or a
combination thereof, as determined by the Committee, equal in value to the
excess of the fair market value of the shares as to which the award is granted
on the date of exercise over an amount specified by the Committee. Any such
award shall be in such form and shall have such terms and conditions as the
Committee may determine.
8. Tax Withholding.
8.1 Each employee shall, no later than the date as of which
the value of an award (or portion thereof first becomes includible in the
employee's income for applicable tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any federal,
state, local, or other taxes of any kind required by law to be withheld with
respect to the award (or portion thereof). The obligation of the Company under
the Plan shall be conditional on such payment or arrangements, and the Company
(and, where applicable, any Related Company), shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the employee including, but not limited to, the right to
withhold shares of Stock otherwise deliverable to the employee with respect to
any awards hereunder.
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8.2 To the extent permitted by the Committee, and subject to
such terms and conditions as the Committee may provide, an employee may
irrevocably elect to have the withholding tax obligation or any additional tax
obligation with respect to any awards hereunder satisfied by (i) having the
Company withhold shares of Stock otherwise deliverable to the employee with
respect to the award, (ii) delivering to the Company shares of unrestricted
Stock, or (iii) through any combination of withheld and delivered shares of
Stock as described in (i) and (ii).
9. Amendments and Termination.
The Board or the Committee may discontinue the Plan at any
time and may amend it from time to time. No amendment or discontinuation of the
Plan shall adversely affect any award previously granted without the employee's
written consent. Amendments may be made without stockholder approval except as
required to satisfy Rule 16b-3 (or any successor rule) or other regulatory
requirements.
10. General Provisions.
10.1 Each award under the Plan shall be subject to the
requirement that, if at any time the Committee shall determine that (i) the
listing, registration, or qualification of the Stock subject or related thereto
upon any securities exchange or under any state or federal law, or (ii) the
consent or approval of any government regulatory body or (iii) an agreement by
the recipient of an award with respect to the disposition of Stock is necessary
or desirable (in connection with any requirement or interpretation of any
federal or state securities law, rule, or regulation) as a condition of, or in
connection with, the granting of such award or the issuance, purchase or
delivery of Stock thereunder, such award shall not be granted or exercised, in
whole or in part, unless such listing, registration, qualification, consent,
approval, or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.
10.2 Nothing set forth in this Plan shall prevent the Board
from adopting other or additional compensation arrangements. Neither the
adoption of the Plan nor any award hereunder shall confer upon any employee of
the Company or of a Related Company, any right to continued employment.
10.3 Determinations by the Committee under the Plan relating
to the form, amount, and terms and conditions of awards need not be uniform, and
may be made selectively among persons who receive or are eligible to receive
awards under the Plan, whether or not such persons are similarly situated.
10.4 No member of the Board or the Committee, nor any officer
or employee of the Company or a Related Company acting on behalf of the Board or
the Committee, shall be personally liable for any action, determination, or
interpretation taken or made with respect to the Plan, and all members of the
Board or the Committee and all officers or employees of the
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Company and Related Companies acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination, or interpretation.
11. Effective Date and Duration.
The Plan shall be effective on October 28, 1998, subject, to
the extent required by law, to approval by the Company's stockholders. No awards
shall be made under the Plan after ten years following the date of adoption.
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EXHIBIT 5
OPINION OF PATTERSON, BELKNAP, WEBB & TYLER LLP
August 6, 1999
Sturm, Ruger & Company, Inc.
Lacey Place
Southport, Connecticut 06490
Re: Sturm, Ruger & Company, Inc. 1998 Stock Incentive Plan
Dear Sirs:
We have acted as counsel to Sturm, Ruger & Company, Inc., a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company under the Securities Act of 1933, as amended (the "Act"), of 2,000,000
shares (the "Shares") of the Company's common stock, par value $1.00 per share
(the "Common Stock"), pursuant to the Company's registration statement on Form
S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") on the date hereof.
In rendering this opinion we have examined the Company's Certificate of
Incorporation and Bylaws, each as amended to date and the minutes of the
corporate proceedings taken by the Company in connection with the authorization
of the Shares. We have also examined the originals, or copies certified or
otherwise identified to us, of the corporate records of the Company,
certificates of public officials and representatives of the Company, and such
other documents and records, and have made such investigations of law, as we
have deemed necessary for purposes of this opinion. We have assumed the
genuineness of all signatures, the conformity to the original of all copies and
the factual accuracy of all certificates submitted to us.
On the basis of the foregoing, we are of the opinion that the Shares
have been duly authorized by all necessary corporate action on the part of the
Company and when sold and delivered as contemplated by the Registration
Statement will constitute duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock.
We express no opinion as to any laws other than the General Corporation
Law of the State of Delaware and the federal laws of the United States of
America.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In furnishing this opinion and giving
this consent, we do not admit that
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we are in the category of persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Commission thereunder.
PATTERSON, BELKNAP, WEBB & TYLER LLP
By: /s/
Jeffrey E.LaGueux
--------------------
A Member of the Firm
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 2,000,000 shares of common stock for the
Sturm, Ruger & Company, Inc. 1998 Stock Incentive Plan of our reports dated
February 12, 1999, with respect to the consolidated financial statements of
Sturm, Ruger & Company, Inc. incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1998 and the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
By: /s/ Ernst & Young LLP
Stamford, Connecticut
August 4, 1999
