UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 11, 2005
NATIONAL R.V. HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22268 33-0371079
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
3411 N. PERRIS BOULEVARD
PERRIS, CALIFORNIA 92571
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (951) 943-6007
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 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On May 11, 2005, Thomas J. Martini, was promoted to the position of Chief
Financial Officer of National R.V. Holdings, Inc. (the "Company"). Mr. Martini,
currently the Company's Treasurer, replaces Joseph W. Hansen, who resigned as
the Company's Chief Financial Officer effective May 11, 2005.
Mr. Martini has served as Treasurer since joining the Company in March 2004.
Prior to joining the Company, Mr. Martini, who is 56 years of age, was Vice
President and Treasurer for Coachmen Industries, Inc., a publicly-traded
recreational vehicle manufacturer, from March 2001 to December 2003. From 1991
to March 2001, Mr. Martini served as Chief Financial Officer of Miller Building
Systems, Inc., a manufacturer of commercial and institutional buildings, that
was publicly-traded prior to its acquisition in 2000 by Coachmen Industries,
Inc. From 1978 to 1991, Mr. Martini held a number senior financial management
positions for several manufacturing organizations. Mr. Martini is a certified
public accountant.
Mr. Martini is a party to an employment agreement with the Company dated March
16, 2004 entered into at the time Mr. Martini was hired as the Company's
Treasurer. This agreement provides for an employment at-will arrangement and can
be terminated by the Company or Mr. Martini at any time. Effective with his
appointment as Chief Financial Officer, Mr. Martini's salary has been adjusted
to $200,000 per year. Under the agreement, the Company granted Mr. Martini an
option to purchase 5,000 shares of the Company's common stock. Mr. Martini is
also entitled to certain standard employee benefits pursuant to such agreement.
A copy of the press release announcing the appointment of Mr. Martini and the
resignation of Mr. Hansen is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01(c). Financial Statements and Exhibits.
99.1 Press Release of National R.V. Holdings, Inc. dated May 13, 2005.
SIGNATURE
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, thereto duly authorized.
NATIONAL R.V. HOLDINGS, INC.
By: /s/ BRADLEY C. ALBRECHTSEN
Bradley C. Albrechtsen
President and Chief Executive
Officer
Date: May 13, 2005
EXHIBIT 99.1
[GRAPHIC OMITTED][GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE Contact:
Donna Dolan
800.322.6007
ir@nrvh.com
National R.V. Holdings, Inc. Appoints Thomas J. Martini
Chief Financial Officer
Perris, California, May 13, 2005 - National R.V. Holdings, Inc. (NYSE: NVH)
today announced that it has appointed Thomas J. Martini, the Company's current
Treasurer, as the Company's new Chief Financial Officer and has accepted the
resignation of Joseph W. Hansen, the Company's former CFO, effective May 11,
2005.
Mr. Martini has served as Treasurer since joining the Company in March of 2004.
Prior to joining the Company, Mr. Martini, who is 56 years of age, was Vice
President and Treasurer for Coachmen Industries, Inc., a publicly-traded
recreational vehicle manufacturer, from March 2001 to December 2003. From 1991
to March 2001, Mr. Martini served as Chief Financial Officer of Miller Building
Systems, Inc., a manufacturer of commercial and institutional buildings, which
was publicly-traded prior to its acquisition in 2000 by Coachmen Industries,
Inc. From 1978 to 1991, Mr. Martini held a number senior financial management
positions for several manufacturing organizations. Mr. Martini is a certified
public accountant.
"Tom has done an excellent job as Treasurer, has a strong technical accounting
background and significant experience with Sarbanes-Oxley, and has a good
understanding of the industry. We are very pleased that he has agreed to take on
this very important role at National R.V. Holdings. He brings both a broad range
of knowledge and a depth of experiences that will be exceptionally useful in his
new position," commented Brad Albrechtsen, National R.V. Holding's President and
Chief Executive Officer.
National R.V. Holdings, Inc., through its two wholly owned subsidiaries,
National R.V., Inc. (NRV) and Country Coach, Inc. (CCI), is one of the nation's
leading producers of motorized recreation vehicles. NRV is located in Perris,
California where it produces Class A gas and diesel motor homes under model
names Dolphin, Islander, Sea Breeze, Tradewinds and Tropi-Cal. CCI is located in
Junction City, Oregon where it produces high-end Class A diesel motor homes
under the model names Affinity, Allure, Inspire, Intrigue, Lexa and Magna, and
bus conversions under the Country Coach Prevost brand.
This release and other statements by the Company contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that forward-looking statements are inherently
uncertain. Actual performance and results may differ materially from that
projected or suggested herein due to certain risks and uncertainties including,
without limitation, the cyclical nature of the recreational vehicle industry;
seasonality and potential fluctuations in the Company's operating results; any
material weaknesses in the Company's internal control over financial reporting
or any failure to implement required new or improved controls; the Company's
dependence on chassis suppliers; potential liabilities under dealer/lender
repurchase agreements; competition; government regulation; warranty claims;
product liability; and dependence on certain dealers and concentration of
dealers in certain regions. Certain risks and uncertainties that could cause
actual results to differ materially from that projected or suggested are set
forth in the Company's filings with the Securities and Exchange Commission (SEC)
and the Company's public announcements, copies of which are available from the
SEC or from the Company upon request.
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