-----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, AxdaiSxNQ95zOjnmBzF3RjhJvuA+qwLX3/Dw93kpBnq4LMKnk0Terw1ukK1KDTeG CsZjYH307/IGZ8WXsieUKA== 0000932799-07-000259.txt : 20071022 0000932799-07-000259.hdr.sgml : 20071022 20071022172006 ACCESSION NUMBER: 0000932799-07-000259 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071016 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071022 DATE AS OF CHANGE: 20071022 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: 071183747 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) October 16, 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 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On October 16, 2007, National R.V. Holdings, Inc. (the "Company") received notification from NYSE Regulation, Inc. ("NYSE Regulation") of its determination that the Company's common stock would be suspended from trading on NYSE Arca, Inc. ("NYSE Arca"), prior to market opening on Wednesday, October 24, 2007, or such earlier date as the Company commences trading in another securities marketplace or if there is a material adverse development. The Company has advised NYSE Regulation that it anticipates its securities will be quoted on the OTC Bulletin Board following the suspension. As previously disclosed, NYSE Regulation has concluded that the Company does not comply with the continued listing standards of NYSE Arca relating to minimum share price and minimum market value. Specifically, NYSE Arca Equities Rule 5.5(b)(2) requires the Company to maintain an average closing price of at least $1.00 per share in each consecutive 30 trading-day period and NYSE Arca Equities Rule 5.5(b)(1) requires the Company to maintain a market value of publicly held shares of at least $15,000,000. NYSE Regulation also stated that an application by the NYSE Arca to the Securities and Exchange Commission to delist the Company's common stock is pending the completion of applicable procedures, including any appeal by the Company of the NYSE's decision. As of the date of this report, the Company does not intend to appeal NYSE Regulation's determination and is working with a market maker to have its common stock quoted on the OTC Bulletin Board. The Company cannot, however, provide any assurance that its common stock will be quoted on the OTC Bulletin Board, or on any other quotation service, following the delisting from the NYSE Arca. A copy of the press release issued by the Company related to the notification from NYSE Regulation is furnished as Exhibit 99.1 hereto. ITEM 9.01(D). FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press Release of National R.V. Holdings, Inc. dated October 16, 2007. The statements by the Company in this report 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, including the Company's intention to be quoted on the OTC Bulletin Board. 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 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; any failure to implement required new or improved internal controls; 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. 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: October 22, 2007 EX-99 2 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE National R.V. Holdings, Inc. Announces Intention to List on the OTC Bulletin Board PERRIS, Calif., Oct 16, 2007 /PRNewswire-FirstCall via COMTEX News Network/ -- National R.V. Holdings, Inc. (NYSE: NVH) (the "Company"), one of the nation's leading producers of motorized recreational vehicles, today announced its intention to list its Common Stock on the OTC Bulletin Board (OTCBB) (http://www.otcbb.com). The announcement follows NYSE Regulation's notification of the Company that the NYSE intends to remove the Company's listing on NYSE Arca prior to the opening of trading on Wednesday, October 24, 2007. The OTC Bulletin Board is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTC Bulletin Board provides access to more than 3,300 securities and includes more than 230 participating Market Makers. The Company had been previously notified by NYSE Arca on September 20, 2007 that it had fallen below the NYSE Arca's continued listing standard relating to minimum share price of at least $1.00 over a consecutive 30 trading-day period and market value of publicly held shares of at least $15 million. "At this point, we are just too small to continue our listing on the NYSE, which is increasing its listing maintenance standards," commented Dave Humphreys, National R.V. Holdings' Chief Executive Officer. "We are confident that our Common Stock will be listed for trading on the OTC Bulletin Board with no interruption in trading. This will have no impact on our business and the OTC Bulletin Board has become the trading venue of many public companies." About National R.V. Holdings, Inc. National R.V. Holdings, Inc., through its wholly-owned subsidiary, National R.V., 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 SURF SIDE, SEA BREEZE, DOLPHIN, TROPI-CAL, PACIFICA AND TRADEWINDS. 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, including the Company's intention to be listed on the OTC Bulletin Board. . 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 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; any failure to implement required new or improved internal 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 www.nrvh.com -----END PRIVACY-ENHANCED MESSAGE-----