8-K

                       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


      Date of Report (date of earliest event reported): September 17, 2001


                                 ARCTIC CAT INC.
             (Exact name of Registrant as specified in its charter)


          Minnesota                     0-18607                  41-1443470
(State or other jurisdiction          (Commission             (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)


601 Brooks Avenue South
Thief River Falls, Minnesota                                      56701
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:  (218) 681-8558


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Item 5.  Other Events.

         On September 17, 2001 the Board of Directors of Arctic Cat Inc. (the
"Company") adopted a shareholder rights plan (the "Rights Plan"). The purpose of
the Rights Plan is to deter certain coercive or abusive takeover tactics and to
encourage third parties interested in acquiring the Company to negotiate with
the Board of Directors and otherwise assist the Board of Directors in
representing the interests of all shareholders. The Rights Plan does not deter
negotiated mergers or business combinations that the Board of Directors
determines to be in the best interests of the Company and its stockholders.

         To implement the Rights Plan, the Board of Directors declared a
dividend of one preferred stock purchase right (the "Right") for each
outstanding share of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), payable to its shareholders of record at the close of business
on October 2, 2001 (the "Record Date"). Except as set forth below, each Right
entitles the registered holder to purchase from the Company one one-hundredth
(1/100) of a share of Series B Junior Participating Preferred Stock, no par
value (the "Preferred Stock"), at a price of $80 per one one-hundredth of a
share (the "Purchase Price"). The terms of the Rights are set forth in a Rights
Agreement dated as of September 17, 2001 (the "Rights Agreement") between the
Company and Wells Fargo Bank Minnesota, N.A., as Rights Agent.

Initially, the Rights will be attached implicitly to all Common Stock
certificates representing shares then outstanding, and no separate Right
certificates will be distributed. The Rights are not exercisable until the
Distribution Date. The Rights will expire on September 17, 2011 unless earlier
redeemed by the Company as described below. A Distribution Date for the Rights
will occur upon the earlier of ten business days following (i) a public
announcement that, without the prior consent of the Board of Directors, a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of voting
securities having 15% or more of the voting power of the Company (the "Stock
Acquisition Date"), or (ii) the commencement of (or a public announcement of an
intention to make) a tender offer or exchange offer which would result in any
person or group and related persons having beneficial ownership of voting
securities having 15% or more of the voting power of the Company. An Acquiring
Person does not include Suzuki Motor Corporation until such time as Suzuki Motor
Corporation, together with all of its affiliates, acquires more than 32% of the
voting power of the Company without the prior consent of the Board of Directors.
Currently, Suzuki Motor Corporation, together with all of its affiliates, owns
31% of the Common Stock of the Company.

         The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with Common Stock certificates. From as
soon as practicable after the Record Date and until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after the Record Date upon transfer or new issuance of the Common Stock
will contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Stock


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outstanding as of the Record Date 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, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date, and the
separate Rights Certificates alone will evidence the Rights.

         In the event that any person becomes the beneficial owner of 15% or
more of the voting power of the Company in a transaction which has not
previously been approved by a majority of the independent directors, ten (10)
business days thereafter (the "Flip-In Event") each holder of a Right will
thereafter have the right to receive, upon exercise thereof at the then current
Purchase Price of the Right, Common Stock (or, in certain circumstances, a
combination of cash, other property, Common Stock or other securities) which has
a value of two times the Purchase Price of the Right (such right being called
the "Flip-In Right"). In the event that the Company is acquired in a merger or
other business combination transaction where the Company is not the surviving
corporation or in the event that 50% or more of its assets, cash flow or earning
power is sold, proper provision shall be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, common stock of the acquiring entity which
has a value of two times the Purchase Price of the Right (such right being
called the "Flip-Over Right"). The holder of a Right will continue to have the
Flip-Over Right whether or not such holder exercises the Flip-In Right. Upon the
occurrence of the Flip-In Event, any Rights that are or were at any time owned
by an Acquiring Person shall become null and void insofar as they relate to the
Flip-In Right.

         For example, at a Purchase Price of $80 per Right, if any person
becomes the beneficial owner of 15% or more of the voting power of the Company,
ten (10) business days thereafter each Right other than a Right owned by such
15% beneficial owner would entitle its holder to purchase $160 worth of the
Company's Common Stock (or other consideration, as noted above) for $80.
Assuming that the Common Stock had a per share value of $16 at such time, the
holder of each Right would effectively be entitled to purchase 10 shares of
Common Stock for $80.

         Similarly, assuming, following the Stock Acquisition Date, the
occurrence of a business combination with another entity in which the Company's
Common Stock is converted or exchanged, or a sale of 50% or more of the
Company's assets, cash flow or earning power, each Right would entitle its
holder to purchase $160 worth of the acquiring entity's stock for $80.

         The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock or (iii)


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upon the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).

         At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the voting power of
the Company and prior to the acquisition by such person or group of 50% or more
of the voting power of the Company, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become null and void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-hundredth of a share of Preferred Stock (or of a share
of a class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractions of shares will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.

         At any time prior to the earlier to occur of (i) the tenth business day
after the Stock Acquisition Date, or (ii) the expiration of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right (the "Redemption Price"), which redemption shall be effective at such time
as the Board of Directors shall establish. Additionally, the majority of the
members of the Company's Board of Directors may, following the tenth business
day after the Stock Acquisition Date, redeem the then outstanding Rights in
whole, but not in part, at the Redemption Price provided that either (a) the
Acquiring Person reduces his, her or its beneficial ownership to less than 15%
of the voting power of the Company in a manner which is satisfactory to the
majority of the members of the Company's Board of Directors and there are no
other Acquiring Persons, or (b) such redemption is incidental to a merger or
other business combination transaction or series of transactions involving the
Company but not involving an Acquiring Person or any person who was an Acquiring
Person. A redemption of Rights shall be effective only after ten (10) business
days prior notice. Upon the effective date of the redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.

         The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable. Each share of Preferred Stock will entitle the holder to a
minimum preferential quarterly dividend of $1.00 per share, but will entitle the
holder to an aggregate dividend payment of 100 times the dividend declared on
each share of Common Stock. In the event of liquidation, the holders of
Preferred Stock will receive a preferred liquidation payment of $100 per whole
share of Preferred Stock. Each whole share of Preferred Stock will have 100
votes, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Preferred Stock will be entitled to receive 100 times


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the amount and type of consideration received per share of Common Stock. The
rights of the Preferred Stock as to dividends and liquidations, and in the event
of mergers and consolidations, are protected by customary anti-dilution
provisions. Fractional shares of Preferred Stock in integral multiples of one
one-hundredth of a share of Preferred Stock will be issued unless the Company
elects to distribute depositary receipts in lieu of such fractional shares. In
lieu of fractional shares other than fractions that are multiples of one
one-hundredth of a share, an adjustment in cash will be made based on the market
price of the Preferred Stock on the last trading date prior to the date of
exercise.

         Until a Right is exercised it will not entitle the holder to any rights
as a shareholder of the Company (other than those as an existing shareholder),
including, without limitation, the right to vote or to receive dividends.

         The terms of the Rights may be amended by the Board of Directors of the
Company (i) prior to the Distribution Date in any manner, and (ii) on or after
the Distribution Date to cure any ambiguity, to correct or supplement any
provision of the Rights Agreement which may be defective or inconsistent with
any other provisions, or in any manner not adversely affecting the interests of
the holders of the Rights.

         As of September 17, 2001, there were approximately 16,359,300 shares of
Common Stock issued and outstanding, and 1,289,455 shares reserved for issuance
pursuant to the exercise of outstanding stock options. Each outstanding share of
Common Stock on October 2, 2001 will receive one Right. As long as the Rights
are attached to the Common Stock, the Company will issue one Right for each
share of Common Stock issued between the Record Date and the Distribution Date
so that all such shares will have attached Rights. There are 300,000 shares of
Preferred Stock reserved for issuance upon exercise of the Rights.

         The Rights Agreement is designed to protect shareholders in the event
of an unsolicited attempt to acquire the Company for an inadequate price and to
protect against abusive practices that do not treat all shareholders equally,
including partial and two-tier tender offers, coercive offers, and creeping
stock accumulation programs. Such practices can pressure shareholders into
tendering their investments prior to realizing the full value or total potential
of such investments. The Rights Agreement is intended to make the cost of such
abusive practices prohibitive and create an incentive for a potential acquiror
to negotiate in good faith with the Board of Directors. The Rights Agreement is
not intended to, and will not, prevent all unsolicited offers to acquire the
Company. If an unsolicited offer is made, and the Board of Directors determines
that it is fair and in the best interests of the Company and its shareholders,
then, pursuant to the terms of the Rights Agreement, the Board of Directors has
the authority to redeem the Rights and permit the offer to proceed. Essentially,
the Rights Agreement will provide the Board of Directors with sufficient
opportunity to evaluate the fairness of any unsolicited offer and the
credibility of the bidder, and will therefore enable the Board of Directors to
represent the interests of all shareholders more effectively. Of course, in
deciding whether to redeem the Rights in connection with any unsolicited offer,
the Board of Directors will be


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bound by its fiduciary obligations to act in the best interests of the Company
and its shareholders.

         The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B the form of
Rights Certificate, is incorporated herein by reference as Exhibit 1 hereto. The
foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such Exhibit.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit           1        Form of Rights Agreement, dated as of September 17,
                           2001, between the Company and Wells Fargo Bank
                           Minnesota, N.A., is incorporated by reference to
                           Exhibit 1 to the Company's Form 8-A which was filed
                           with the SEC and became effective on September 20,
                           2001.

                  99.1     Press Release issued by the Registrant on September
                           19, 2001. Any Internet addresses provided in this
                           release are for information purposes only and are not
                           intended to be hyperlinks. Accordingly, no
                           information in any of these Internet addresses is
                           included herein.


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                                    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, thereunto duly authorized.


                                           ARCTIC CAT INC.


Dated: September 20, 2001                  By /s/ Christopher A. Twomey
                                              ----------------------------------
                                           Christopher A. Twomey
                                           President and Chief Executive Officer


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EX-99

                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE
ARCTIC CAT INC. ADOPTS NEW SHAREHOLDER RIGHTS PLAN; REPLACES SIMILAR PLAN THAT
RECENTLY EXPIRED

         Thief River Falls, Minnesota, September 19, 2001 - Arctic Cat Inc.
(Nasdaq: ACAT) today announced that its Board of Directors unanimously adopted
a new shareholder rights plan to replace a similar plan that recently expired.
The shareholder rights plan is designed to ensure that all of the Company's
shareholders receive fair and equal treatment in the event of any proposal to
acquire the Company.

         The Board declared a distribution of one Right for each share of common
stock outstanding on October 2, 2001. Each Right entitles the holder to purchase
1/100th of a share of a new series of Junior Participating Preferred Stock of
Arctic Cat at an initial exercise price of $80.

         Initially, the Rights will be attached to the common stock and will not
be exercisable. They become exercisable only following the acquisition by a
person or group, without the prior consent of the Arctic Cat board, of 15% or
more of the company's voting stock, or following the announcement of a tender
offer or exchange offer to acquire an interest of 15 percent or more. Suzuki
Motor Corporation holds approximately 31 percent of the company's voting stock
and will not cause the Rights to become exercisable unless it increases its
holdings to more than 32 percent of the Company's voting stock.

         In the event that the rights become exercisable, each Right will
entitle the holder to purchase, at the exercise price, common stock with a
market value equal to twice the exercise price and, should the Company be
acquired, each right would entitle the holder to purchase, at the exercise
price, common stock of the acquiring company with a market value equal to twice
the exercise price. Rights owned by the acquiring person would become void.

         In certain specified instances, the Rights may be redeemed by the
Company. If not redeemed, they would expire on September 17, 2011.

         "The company currently has no shareholder with an interest of 15
percent or more, other than Suzuki Motor Corporation, and we are not aware of
any current attempt to take control of the company," said Christopher A. Twomey,
president and chief executive officer of the company. "The plan was adopted as a
replacement to our prior plan after extensive consideration by the board and is
intended to protect the interests of our shareholders in the event of abusive or
unfair take-over tactics. It is not designed to prevent the acquisition of the
Company on terms beneficial to all shareholders."

         Details of the plan will be contained in a letter to be mailed to all
shareholders.

         Arctic Cat Inc. designs, engineers, manufactures and markets
snowmobiles and all-terrain vehicles (ATVs) under the Arctic Cat(R) brand name,
as well as related parts, garments and accessories. For more information, please
visit Arctic Cat's Web site at www.arctic-cat.com.

CONTACT: Arctic Cat Inc., Thief River Falls
Tim Delmore, 218/681-9868
or
Padillo Speer Beardsley, Inc.
Shawn Brumbaugh, 612/871-8877
or
John Mackay, 612/871-8877

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