UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
National R.V. Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-0371079
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3411 N. Perris Blvd. 92571
Perris, CA
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
Common Stock, par value $0.01 per share NYSE Arca, Inc.
--------------------------------------------------------------------------------
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
None
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities of National R.V. Holdings, Inc., a Delaware
corporation (the "Company"), to be registered hereby is the Company's Common
Stock, par value $.01 per share (the "Common Stock"). The authorized capital
stock of the Company consists of 25,000,000 shares of Common Stock and 5,000
shares of Preferred Stock, par value $.01 per share ("Preferred Stock"). As of
October 1, 2006, the Company had outstanding 10,339,484 shares of Common Stock
and 4,000 shares of Series A Preferred Stock.
Common Stock
The holders of outstanding shares of Common Stock are entitled to receive
dividends out of assets legally available therefor at such times and in such
amounts as the Board of Directors may, from time to time, determine. Each
stockholder is entitled to one vote for each share of Common Stock held by such
stockholder. The Company's Restated Certificate of Incorporation does not
provide for cumulative voting. Therefore, the holders of a majority of the
Company's Common Stock could elect all of the Company's directors. The Common
Stock is not entitled to preemptive rights and is not subject to redemption.
Upon liquidation, dissolution or winding-up of the Company, the assets legally
available for distribution to stockholders are distributable ratably among the
holders of the Common Stock outstanding at that time after payment of
liquidation preferences, if any, on any outstanding Preferred Stock. Each
outstanding share of Common Stock is fully paid and nonassessable.
Preferred Stock
The Company's Restated Certificate of Incorporation provides that the
Company may, without further action by the Company's stockholders, issue up to
an aggregate of 5,000 shares of Preferred Stock in one or more series. The Board
of Directors is authorized to establish from time to time the number of shares
to be included in any such series and to fix the relative rights and preferences
of the shares of any such series, including without limitation dividend rights,
dividend rate, voting rights, redemption rights and terms, liquidation
preferences and sinking fund provisions. The Board of Directors may authorize
and issue Preferred Stock with voting or conversion rights that could adversely
affect the voting power or other rights of the holders of Common Stock. In
addition, the issuance of Preferred Stock could have the effect of delaying,
deferring or preventing a change in control of the Company.
As part of the total of 5,000 shares of authorized Preferred Stock, the
Company's Restated Certificate of Incorporation designates 4,000 of such shares
as Series A Preferred Stock (the "Series A Preferred Stock"), all of which were
issued in May 1989. The Series A Preferred Stock is not entitled to any
dividends and the holders thereof have no voting rights except as otherwise may
be provided by law. Upon the liquidation, dissolution or winding up of the
Company, the holders of Series A Preferred Stock are entitled to receive out of
the assets of the Company available for distribution to the stockholders, before
any distribution is made to the holders of shares of Common Stock or any other
series of Preferred Stock, an amount equal to $.01 per share of Series A
Preferred Stock (the "Series A Liquidation Preference"). The Series A Preferred
Stock is redeemable, in whole or in part, at the option of the Company, at any
time or from time to time at a redemption price per share equal to the Series A
Liquidation Preference. The Company has no present plans to issue any additional
shares of Preferred Stock, including additional shares of Series A Preferred
Stock.
Transfer Agent
2
The Transfer Agent and registrar for the Common Stock is Continental
Stock Transfer and Trust Company.
Item 2. Exhibits.
The following exhibits are filed as part of the Registration Statement.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Restated Certificate of Incorporation (1)
3.2 Amendment to Restated Certificate of Incorporation (2)
3.3 Amended and Restated By-Laws (3)
4.1 Specimen Common Stock Certificate (4)
__________________________
(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.
(2) Incorporated by reference from the Company's Definitive Proxy Statement
on Schedule 14A filed with the SEC on April 28, 1998.
(3) Incorporated by reference from the Company's Form 8-K dated November
22, 2005 filed with the SEC on November 28, 2005.
(4) 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.
3
SIGNATURE
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.
Date: October 11, 2006 National R.V. Holdings, Inc.
(Registrant)
By: /s/ Thomas J. Martini
---------------------
Name: Thomas J. Martini
Title: Chief Financial Officer
4