UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Amendment No. 1
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
National R.V. Holdings, Inc.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 134-0371079
(State of incorporation or organization) I.R.S. Employer Identification No.)
3411 N. Perris Blvd., Perris, CA 92571
(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
to Section 12(b) of the Exchange Act securities pursuant to Section
and is effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check effective pursuant to General
the following box. [ X ] Instruction A.(d), please check
the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
______________________________________________________________________________
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
On August 20, 1996, the Board of Directors of National R.V. Holdings, Inc.
(the "Company") declared a dividend distribution of one right (a "Right") for
each outstanding share of common stock, $.01 par value (the "Common Stock"), of
the Company to the holders of record of Common Stock at the close of business
on, September 4, 1996 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company one ten-thousandth of a share of Series B
Junior Participating Preferred Stock, $.01 par value (the "Preferred Shares"),
at an exercise price of $30.00 per one ten-thousandth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement between the Company and Continental
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent") which was
amended and restated as of November 25, 2005 (the "Rights Agreement").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate certificates evidencing
Rights (the "Right Certificates") will be distributed. Until the earlier to
occur of (i) 10 days following a public announcement that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of the
Company, or their employee benefit plans, or a person who acquires his shares in
a Sanctioned Tender Offer, as defined below) (an "Acquiring Person"), acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock and (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors) following the
commencement of (or the announcement of an intention to make) a tender offer or
exchange offer (other than a Sanctioned Tender Offer) the consummation of which
would result in the beneficial ownership by a person or group of 15% or more of
the outstanding shares of Common Stock, the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate. The earlier of the dates described in
clauses (i) and (ii) above is referred to as the "Distribution Date." A
"Sanctioned Tender Offer" is a tender or exchange offer for all outstanding
shares of Common Stock at a price and on terms which a majority of the Board of
Directors which are not Acquiring Persons or affiliates or associates thereof
determines to be fair and in the best interests of the Company and its
shareholders, other than the person making such offer and his affiliates and
associates.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Stock. As long as the Rights
are attached to the Common Stock, the Company will issue one Right with each
share of Common Stock that becomes outstanding so that all outstanding shares
will have attached Rights.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), (i) Common Stock certificates issued after the Record Date upon
transfer or new issuance of Common Stock will contain a notation incorporating
the Rights Agreement by reference and (ii) the surrender for transfer of any
certificates evidencing Common Stock will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate. As soon
as practicable following the Distribution Date, Right Certificates will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date and until all
necessary regulatory approvals have been obtained. The Rights will expire at the
earliest of (i) August 19, 2006, (ii) upon consummation of certain approved
merger or exchange transactions as described below, and (iii) upon redemption by
the Company as described below.
In the event that any person becomes an Acquiring Person, proper provision
shall be made so that each holder of a Right (except as provided below) will
thereafter have the right, provided that all necessary regulatory approvals have
been obtained, to receive upon exercise that number of shares of Common Stock of
the Company having a market value of two times the exercise price of the Right.
In the event that, at any time following the Distribution Date, the Company
is acquired in a merger or other business combination transaction, or more than
50% of its assets or earning power is sold, proper provision shall be made so
that each holder of a Right (except as provided below) will thereafter have the
right to receive, upon the exercise at the then current exercise price of the
Right, that number of shares of common stock of the acquiring or surviving
company having a market value of two times the exercise price of the Right. The
Rights will expire in connection with a merger or other business combination
transaction following a Sanctioned Tender Offer if shareholders are offered the
same price and form of consideration in the merger or other business combination
transaction as that paid in the Sanctioned Tender Offer.
Following the occurrence of any of the events described in the preceding
two paragraphs, any Rights that are or (under certain circumstances specified in
the Rights Agreement) were beneficially owned by any Acquiring Person shall
immediately become null and void.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution.
No fractional Preferred Shares other than fractions in multiples of one
ten-thousandth of a share will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Shares on the last
trading date prior to the date of exercise.
At any time prior to the tenth day following the first public announcement
of the existence of an Acquiring Person, the Company may redeem the Rights in
whole, but not in part, at a price of $.001 per Right (the "Redemption Price").
Subject to certain conditions, the Company's right of redemption may be
reinstated after the expiration of the ten-day redemption period if each
Acquiring Person reduces its beneficial ownership to 10% or less of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company or any subsidiary of the Company. Immediately upon the
action of the Board of Directors ordering the redemption of the Rights (or at
such time and date thereafter as the Board of Directors may specify), the right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such Acquiring Person of 50% or more of the outstanding shares of
Common Stock, the Company may, provided that all necessary regulatory approvals
have been obtained, exchange the Rights (other than Rights beneficially owned by
such Acquiring Person which became null and void), in whole or in part, for
Common Stock at the rate of one share per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company including, without limitation, the right
to vote or to receive dividends.
The provisions of the Rights Agreement may be amended in any manner prior
to the Distribution Date. After the Distribution Date, the provisions of the
Rights Agreement may be amended in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interest of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.
Item 2. Exhibits
The following exhibits are filed as part of the Registration Statement.
EXHIBIT
NUMBER DESCRIPTION
3.1 Restated Certificate of Incorporation, as amended. (1)
3.2 Amended and Restated Bylaws of the Company. (2)
4.1 Specimen Common Stock Certificate (3)
4.2 Amended and Restated Rights Agreement, dated as of November 25, 2005,
between National R.V. Holdings, Inc. and Continental Stock Transfer &
Trust Company as Rights Agent (2)
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(1) Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 33-72954) filed with the Securities and Exchange Commission
("SEC") on December 15, 1993 and the Company's Definitive Proxy Statement on
Schedule 14A filed with the SEC on April 28, 1998.
(2) Incorporated by reference from the Company's Form 8-K dated November 22,
2005 filed with the SEC on November 28, 2005.
(3) Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 33-67414) filed with the SEC on August 16, 1993, as amended by
Amendments Nos. 1 and 2 thereto filed on September 22, 1993 and September 29,
1993.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
National R.V. Holdings, Inc.
By:/s/ THOMAS J. MARTINI
Name: Thomas J. Martini
Title: Chief Financial Officer
Dated: November 28, 2005