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) November 2, 2005
NATIONAL R.V. HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-12085 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 2.02. Results Of Operations And Financial Condition
Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a
press release of National R.V. Holdings, Inc. (the "Company"), dated November 8,
2005, reporting the Company's financial results for the quarter ended September
30, 2005.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 2, 2005, the Company received notification from the New York Stock
Exchange ("NYSE") that the Company was not in compliance with the NYSE's
continued listing standards. The Company is considered "below criteria" by the
NYSE because the Company's total market capitalization was less than $75 million
over a consecutive 30 trading-day period and its shareholders' equity was less
than $75 million as of June 30, 2005. While the Company was in compliance with
previous continued listing standards set forth by the NYSE, the NYSE adopted new
continued listing standards, effective June 2005, which increased the former
standards significantly.
In accordance with the continued listing criteria set forth by the NYSE, the
Company intends to present a plan to the NYSE within 45 days of its receipt of
the notice, demonstrating how it intends to comply with the continued listing
standards within 18 months of its receipt of the notice. The NYSE may take up to
45 days to review and evaluate the plan after it is submitted. If the plan is
accepted, the Company will be subject to quarterly monitoring for compliance by
the NYSE. If the NYSE does not accept the plan or if the Company is unable to
achieve compliance with the NYSE's continued listing criteria through its
implementation of the plan, the Company will be subject to NYSE trading
suspension and delisting, at which time the Company would intend to apply to
have its shares listed on another stock exchange or quotation system.
Beginning on or about November 9, 2005, the NYSE will make available on its
consolidated tape, a ".BC" indicator transmitted with the Company's listing
symbol to identify that the Company is below the NYSE's quantitative continued
listing standards.
The press release announcing receipt of the notification from the NYSE is
attached as Exhibit 99.1.
Item 9.01(c). Financial Statements and Exhibits
99.1 Press Release of National R.V. Holdings, Inc. dated November 8, 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/THOMAS J. MARTINI
Thomas J. Martini
Chief Financial Officer
Date: November 8, 2005