-----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, W0Hq4YPf/ip65GV2ZKH8Ibw1BeVFhgpqxt2WQ++K0g2isafmPZKG2Pv5+Os1KYpo LHDRLXaJewBFnlB2rouKnQ== 0000950134-05-011088.txt : 20050611 0000950134-05-011088.hdr.sgml : 20050611 20050531151647 ACCESSION NUMBER: 0000950134-05-011088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050527 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: 20050531 DATE AS OF CHANGE: 20050531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASV INC /MN/ CENTRAL INDEX KEY: 0000926763 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 411459569 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25620 FILM NUMBER: 05867071 BUSINESS ADDRESS: STREET 1: P O BOX 5160 STREET 2: 840 LILY LANE CITY: GRAND RAPIDS STATE: MN ZIP: 55744-5160 BUSINESS PHONE: 2183273434 MAIL ADDRESS: STREET 1: PO BOX 5160 STREET 2: 840 LILY LANE CITY: GRAND RAPIDS STATE: MN ZIP: 55744-5160 8-K 1 c95698e8vk.txt FORM 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): May 27, 2005 A.S.V., INC. (Exact name of registrant as specified in its charter) Minnesota 0-25620 41-1459569 (State or other jurisdiction (Commission file number) (I.R.S. Employer of incorporation) Identification No.) 840 Lily Lane, Grand Rapids, Minnesota 55744 (Address of principal executive offices) Registrant's telephone number, including area code: (218) 327-3434 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: [ ] 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 Principal Officers; Election of Directors; Appointment of Principal Officers. On May 31, 2005, A.S.V., Inc. ("ASV") issued a press release announcing that Edgar Hetteen, Vice President and Secretary, had retired on May 27, 2005. Mr. Hetteen also chose not to stand for reelection to ASV's Board of Directors. In addition, the press release contained information regarding the election of Kenneth J. Zika to ASV's Board of Directors at ASV's annual shareholders meeting held May 27, 2005. Mr. Zika, retired Caterpillar Inc. ("Caterpillar") Corporate Controller and Treasurer, is the new Caterpillar designate to ASV's Board of Directors. Mr. Zika replaces Edward J. Rapp, who chose not to stand for reelection. For additional information, see the press release included as Exhibit 99 hereto. Item 9.01 Financial Statements and Exhibits. c. Exhibits The following exhibit is being furnished herewith Exhibit Description of Exhibit ------- ---------------------- 99 Press release dated May 31, 2005 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 hereunto duly authorized. Date: May 31, 2005 A.S.V., Inc. By: /s/ Gary Lemke ----------------------------- Its: Chief Executive Officer ----------------------- EXHIBIT INDEX Exhibit Description of Exhibit ------- ---------------------- 99 Press release dated May 31, 2005 EX-99 2 c95698exv99.txt PRESS RELEASE Exhibit 99 For more information Jay Lemke Carmichael Lynch Spong (612) 375-8529 jlemke@clynch.com ASV Co-Founder Edgar Hetteen Retires ASV Elects New Caterpillar Designate to its Board of Directors Grand Rapids, MN (May 31, 2005) -- ASV, Inc. (Nasdaq: ASVI) today announced that co-founder Edgar Hetteen has retired. Hetteen retired from his position of Vice President and Secretary after the Company's annual meeting held Friday, May 27, 2005. Hetteen also chose not to stand for reelection to ASV's Board of Directors. Hetteen and ASV Chairman and CEO Gary Lemke founded ASV in 1983 with a goal to develop and manufacture rubber track work vehicles. ASV has become the leader in rubber track technology, finishing 2004 with net sales of $161 million with 230 employees. Hetteen also founded the companies now operating as Polaris Industries Inc. (NYSE: PII) and Arctic Cat Inc. (Nasdaq: ACAT). Commenting on the Hetteen's retirement, Lemke said, "Edgar Hetteen has had a tremendous impact on the business landscape and thousands owe him a debt of gratitude for the jobs and wealth he has created. We at ASV are no exception. As we've grown from a very small company to one of the fastest growing in the U.S., Edgar's wisdom, experience and entrepreneurial spirit have been an inspiration. Those who worked closely with him are better for it." At its annual shareholders' meeting held on Friday, May 27, 2005, shareholders also elected Kenneth J. Zika, retired Caterpillar Corporate Controller and Treasurer, to its Board of Directors. Mr. Zika was nominated as the new Caterpillar Inc. (NYSE: CAT) designate to the ASV Board. Mr. Zika will occupy the position previously held by Edward J. Rapp, Vice President with Caterpillar's Building Construction Products Division, who chose not to stand for reelection to ASV's Board. The agreements between ASV and Caterpillar allow Caterpillar to have representation on ASV's Board proportionate to its stock ownership in ASV. Caterpillar currently owns approximately 23% of ASV's outstanding common stock, but has chosen to maintain just one Board seat on ASV's current Board of nine members. About ASV ASV designs, manufactures and sells rubber-tracked, all-purpose crawlers and related accessories, attachments and traction products. ASV also manufactures rubber-tracked undercarriages, some of which are a primary component on Caterpillar's Multi Terrain Loaders. With its patented undercarriage technology, ASV leads all rubber-tracked, all-purpose crawlers in technology and innovation. ASV's products are able to traverse nearly any terrain with minimal damage to the ground, making it effective in industries such as construction, landscaping and agriculture. For more information, visit ASV's website at www.asvi.com or Loegering's website at www.loegering.com. -----END PRIVACY-ENHANCED MESSAGE-----