-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E5wkRIEw9UD15dYpKzENmgUxyz8OwZmqzr854TtVFsBB8+UGQOe8s9NDOddFeLqW ye/pQ7fB6OiREMd7Y0TpYw== 0000932799-07-000159.txt : 20070606 0000932799-07-000159.hdr.sgml : 20070606 20070606165826 ACCESSION NUMBER: 0000932799-07-000159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070531 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070606 DATE AS OF CHANGE: 20070606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RV HOLDINGS INC CENTRAL INDEX KEY: 0000910655 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 330371079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12085 FILM NUMBER: 07904557 BUSINESS ADDRESS: STREET 1: 100 WEST SINCLAIR STREET CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: (951) 436-3000 MAIL ADDRESS: STREET 1: 100 WEST SINCLAIR STREET CITY: PERRIS STATE: CA ZIP: 92571 8-K 1 form8k.txt 8-K CURRENT REPORT UNITED STATES 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) May 31, 2007 NATIONAL R.V. HOLDINGS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-12085 33-0371079 - ------------------------------- --------------------- ---------------------- (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.) 100 West Sinclair Street Perris, California 92571 - -------------------------------------------------------------------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (951) 436-3000 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 CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. Effective May 31, 2007, Len Southwick was appointed to the Board of Directors of National R.V. Holdings, Inc. (the "Company"). Mr. Southwick will serve as a Class I Director with a term expiring at the Company's annual meeting of stockholders to be held in 2008. Mr. Southwick has been serving as the President of the Company's National RV subsidiary since September 2005, and continues in that capacity. He joined the Company in 2003 as Vice President of Customer Service following a lengthy career in the retail automotive industry. The press release announcing the appointment of Mr. Southwick is attached as Exhibit 99.1. ITEM 9.01(d). FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press Release of National R.V. Holdings, Inc. dated June 1, 2007. 2 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: June 6, 2007 3 EX-99 2 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE National R.V. Holdings, Inc. Names New Chairman and New Director PERRIS, Calif., June 1 -- National R.V. Holdings, Inc. (NYSE: NVH) (the "Company"), today announced that it has appointed David J. Humphreys to serve as Chairman of the Board, replacing Doy B. Henley who has served in that capacity since September 2001. Mr. Humphreys has been a Director of the Company since February 2006. Prior to joining the Company's Board, Mr. Humphreys was President of the Recreational Vehicle Industry Association from 1979 until his retirement in January 2006. In commenting on the change, Mr. Henley, who will continue to serve on the Board, stated "Dave brings a tremendous amount of industry and leadership experience to our Board, and we feel that utilizing that experience in this new capacity will help strengthen the Company. I look forward to his leadership." Mr. Humphreys stated "I am very honored to be named Chairman of the Board. This company has been through some very difficult times in recent years. I believe that with Doy Henley's leadership the Company has overcome almost all of the problems it has been facing. Our future is very bright and I look forward to it with great excitement and enthusiasm." The Company also announced that it has appointed Len Southwick to its Board of Directors. Mr. Southwick has been serving as the President of the Company's National RV subsidiary since September 2005, and continues in that capacity. He joined the Company in 2003 as Vice President of Customer Service following a lengthy career in the retail automotive industry. "I hold Mr. Southwick in high regard for what he and his team have accomplished over the past year and a half under very difficult circumstances, and look forward to his expanded contribution now as a member of the Company's Board," commented Mr. Humphreys. About National R.V. Holdings, Inc. National R.V. Holdings, Inc., through its wholly-owned subsidiary, National RV, Inc., is one of the nation's leading producers of motorized recreational vehicles, often referred to as RVs or motorhomes. From its Perris, California facility, NRV designs, manufactures and markets Class A gas and diesel motorhomes under model names Dolphin, Pacifica, Sea Breeze, Surf Side, Tradewinds and Tropi-Cal. NRV began manufacturing RVs in 1964. Based upon retail registrations for the year ended December 31, 2006, the Company, through its NRV subsidiary, is the seventh largest domestic manufacturer of Class A motorhomes. This release and other statements by the Company contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including statements about the Company's future expectations, performance, plans, and prospects, as well as assumptions about future events. 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; continuation of losses; the ability of the Company to address the effects caused by fiberglass material supplied by a third party supplier; the ability of the Company's new and redesigned product introductions to achieve market acceptance; the ability of the Company to close the sale leaseback transaction discussed above; the ability of the Company to obtain long-term debt financing; seasonality and potential fluctuations in the Company's operating results; any material weaknesses in the Company's internal control over financial reporting or the failure to remediate any of the previously disclosed material weaknesses; any failure to implement required new or improved controls; the Company's ability to maintain its stock exchange listing; 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 Form 10-K and other 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. Contact: Thomas J Martini 800.322.6007 cfo@nrvh.com -----END PRIVACY-ENHANCED MESSAGE-----