8-K

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

October 7, 2013

Date of Report (Date of earliest event reported)

Smith & Wesson Holding Corporation

(Exact Name of Registrant as Specified in Charter)

Nevada	001-31552	87-0543688
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2100 Roosevelt Avenue

Springfield, Massachusetts

01104

(Address of Principal Executive Offices) (Zip Code)

(800) 331-0852

(Registrant’s telephone number, including area code)

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 8.01. Other Events.

On October 7, 2013, the District Court, Clark County, Nevada entered an Order Preliminarily Approving Derivative Settlement and Providing for Notice (the “Order”) in Alan Hancock, derivatively on behalf of Smith & Wesson Holding Corporation v. P. James Debney, et al., Case No. A-13-675900-C (the “Action”). The Order preliminarily approved settlement of the Action, and approved distribution of the Notice of Proposed Settlement of Derivative Action, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

Exhibit Number	Exhibits
99.1	Notice of Proposed Settlement of Derivative Action

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.

	SMITH & WESSON HOLDING CORPORATION
Date: October 25, 2013	By:	/s/ Jeffrey D. Buchanan
		Jeffrey D. Buchanan
		Executive Vice President, Chief Financial Officer, and Treasurer

EXHIBIT INDEX

99.1 Notice of Proposed Settlement of Derivative Action

EX-99.1

Exhibit 99.1 NOTC John P. Aldrich, Esq. Nevada Bar No. 6877 ALDRICH LAW FIRM, LTD. 1601 S. Rainbow Blvd., Suite 160 Las Vegas, Nevada 89146 Tel: (702) 853-5490 Fax: (702) 227-1975 jaldrich@johnaldrichlawfirm.com Eduard Korsinsky Steven J. Purcell LEVI & KORSINSKY LLP 30 Broad Street, 24th Floor New York, New York 10004 Tel: (212) 363-7500 Fax: (212) 363-7171 spurcell@zlk.com Attorneys for Plaintiff DISTRICT COURT CLARK COUNTY, NEVADA ALAN HANCOCK, derivatively on behalf of Smith & Wesson Holding Corporation Plaintiff, v. P. JAMES DEBNEY, BARRY M. MONHEIT, ROBERT L. SCOTT, MICHAEL F. GOLDEN, ROBERT H. BRUST, JOHN B. FURMAN, MITCHELL A. SALTZ, and I. MARIE WADECKI Defendants, and SMITH & WESSON HOLDING CORPORATION, Nominal Defendant Case No. A-13-675900-C Dept. No. 27 NOTICE OF PROPOSED SETTLEMENT OF DERIVATIVE ACTION

TO: ALL PERSONS OR ENTITIES WHO HOLD SHARES OF COMMON STOCK IN SMITH & WESSON HOLDING CORPORATION(“SWHC” OR THE “COMPANY”) , EITHER OF RECORD OR BENEFICIALLY, AS OF OCTOBER 7, 2013 THROUGH AND INCLUDING THE PRESENT PLEASE TAKE NOTICE that the above-captioned shareholder derivative action (the “Action”) is being settled and the parties have entered into a Stipulation of Settlement dated August 28, 2013 (the “Stipulation”). The terms of the Settlement set forth in the Stipulation include: (i) the recognition that the attempted grants of 294,000 stock options to SWHC’s President and Chief Executive Officer P. James Debney were ineffective, and (ii) the adoption and/or implementation of a variety of corporate governance measures, including measures that relate to and address the underlying issues in the Action, including, but not limited to, the Company’s practices and procedures concerning granting stock options and other equity awards and public disclosures. Plaintiff’s Counsel intends to apply for an award consisting of fees and expenses not to exceed $400,000. The Settlement of the Action is not conditioned on the award of attorneys’ fees, costs and/or expenses, either at all or in any particular amount, by the Court. IF YOU ARE A CURRENT OWNER OF SWHC COMMON STOCK, YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION On Wednesday, January 8, 2014 at 10:30 a.m., a hearing (the “Hearing”) will be held before the Court in the Regional Justice Center, Department 27, 200 Lewis Avenue, Las Vegas, Nevada, 89155, to determine: (i) whether the dismissal of the Action, pursuant to the Stipulation, should be approved by the Court and a final judgment entered; (ii) if the Court approves the Settlement and enters such final judgment, whether the Court should grant the application of Plaintiff’s Counsel for an award of attorneys’ fees and expenses to be paid by the Company or its successor(s) and/or its insurance carrier; and (iii) such other matters as will properly come before the Court.

Any shareholder of SWHC that objects to the Settlement of the Action shall have a right to appear and to be heard at the Hearing, provided that he or she was a shareholder of record as of October 7, 2013. Any shareholder of SWHC who satisfies this requirement may enter an appearance through counsel of their choosing at their own expense or may appear on their own. However, no shareholder of SWHC shall be heard at the Hearing unless on or before Friday, December 20, 2013, the shareholder has filed with the Court and delivered to Plaintiff’s Counsel, the Individual Defendants’ counsel, and Nominal Defendant SWHC’s counsel, a written notice of objection, their grounds for opposing the Settlement, and proof of both their status as a shareholder and the dates of stock ownership in SWHC. Only shareholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Hearing unless the Court orders otherwise.CURRENT SWHC SHAREHOLDERS WHO HAVE NO OBJECTION TO THE SETTLEMENT DO NOT NEED TO APPEAR AT THE HEARING OR TAKE ANY ACTION If you wish to object to the Settlement, you must file a written objection setting forth the grounds for such an objection with the Court on or before Friday, December 20, 2013, with service on the following parties: Eduard Korsinsky Steven J. Purcell Levi & Korsinsky LLP 30 Broad Street, 24th Floor New York, NY 10004 Telephone: (212) 363-7500 Counsel for Plaintiff Robert J. Cicero 2100 Roosevelt Avenue Springfield, MA 01104 Telephone: (413) 747-3443 Counsel for Nominal Defendant Smith & Wesson Holding Corporation Sandra C. Goldstein Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, NY 10019 Telephone: (212) 474-1000 Counsel for Individual Defendants P. James Debney, Barry M. Monheit, Robert L. Scott, Michael F. Golden, Robert H. Brust, John B. Furman, Mitchell A. Saltz, and I. Marie Wadecki

This Notice summarizes the Stipulation. You may inspect the Stipulation on the Court’s website, and may inspect the Stipulation and other papers at the District Court Clerk’s Office, 200 Lewis Avenue, Las Vegas, Nevada 89155-1160. IF YOU HAVE ANY QUESTIONS CONCERNING THIS NOTICE, THIS ACTION, THE PROPOSED SETTLEMENT OR THE HEARING, YOU SHOULD RAISE THEM WITH YOUR OWN COUNSEL OR DIRECT THEM TO PLAINTIFF’S COUNSEL IN THIS ACTION, AT THE ADDRESS SET FORTH ABOVE. PLEASE DO NOT CONTACT THE COURT OR THE CLERK OF THE COURT. BY ORDER OF THE DISTRICT COURT FOR CLARK COUNTY, NEVADA, DATED OCTOBER 7, 2013