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 27, 2005

A.S.V., INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-25620	41-1459569
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01  Entry into a Material Definitive Agreement.
	Item 1.02 Termination of Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Press Release

Item 1.01  Entry into a Material Definitive Agreement.

On September 27, 2005, A.S.V., Inc. (“ASV” or the “Company”) and Caterpillar Inc. (“Caterpillar”) entered into a Purchase Agreement (the “Agreement”). Caterpillar owns approximately 23% of ASV’s outstanding shares of common stock and has the right to designate a number of directors of ASV proportionate to its ownership of the Company.

The key terms of the Agreement are as follows:

Scope:

• Consistent with the original alliance agreement, Caterpillar will purchase from ASV 100% of its undercarriage requirements for current and specified future Caterpillar Multi-Terrain Loaders (MTLs), as defined.

• If Caterpillar chooses to manufacture MTLs outside North America for non-North American markets, Caterpillar will purchase from ASV 100% of its undercarriage requirements for these MTLs, provided ASV meets the Capacity Requirements and Local Requirements, as defined, for the applicable geographic area.

• Should ASV choose not to supply undercarriages to Caterpillar for these non-North American sales, ASV would grant a royalty-bearing license to Caterpillar to use ASV’s intellectual property to manufacture undercarriages for use on MTLs manufactured outside North America for the non-North American markets.

• Caterpillar will continue to purchase 100% of its requirements for proprietary OEM aftermarket service parts from ASV.

• ASV will continue to be allowed to sell its rubber track undercarriages to other equipment manufacturers for machines that do not compete with Caterpillar’s Multi-Terrain Loaders.

• ASV will continue to utilize Caterpillar components in the manufacture of ASV’s products.

Pricing:

• There will be no change to the current MTL undercarriage pricing through December 31, 2005.

• Starting in 2006, ASV is expected to earn gross profit percentages on the sale of its undercarriages similar to those expected, had the original alliance agreement with Caterpillar been extended to 2006.

• With the expected increased volume of service parts, ASV has agreed to accept a lower gross margin on the sale of those service parts effective November 1, 2005.

• ASV anticipates the impact of the new supply agreement may reduce its overall gross profit percentage for 2006 between zero and two percentage points.

Term:

• The Agreement will commence on November 1, 2005 and will continue through November 1, 2010.

• The Agreement will automatically renew for successive one-year renewal terms unless either party provides at least six months prior written notice of termination.

Along with the Agreement, ASV and Caterpillar have also entered into a Registration Rights Agreement that provides Caterpillar registration rights for shares of unregistered ASV common stock it currently holds. However, so long as the supply agreement remains in effect, Caterpillar will not sell or dispose of any of its ASV shares prior to January 1, 2009.

The Agreement terminates all other agreements previously entered into between ASV and Caterpillar, except the new Registration Rights Agreement. Under the Registration Rights Agreement, Caterpillar will retain its ability to designate members to ASV’s Board of Directors in proportion to its ownership of shares in ASV.

Item 1.02 Termination of Material Definitive Agreement.

As described under Item 1.01 above, the Agreement terminates, effective as of November 1, 2005, all prior agreements previously entered into between ASV and Caterpillar, other than the Registration Rights Agreement.

The terminated agreements include the following: Termination Agreement dated January 22, 2004; MTL Alliance Agreement and Amendment No. 2. to the MTL Alliance Agreement dated April 3, 2003; Tradename License Agreement dated April 13, 1999; Management Services Agreement dated January 29, 1999; Marketing Agreement dated January 29, 1999; Commercial Alliance Agreement dated October 14, 1998; Securities Purchase Agreement dated October 14, 1998, and the Amendment to the Securities Purchase Agreement dated January 30, 2003; and Securities Purchase Agreement dated October 31, 2000.

Item 9.01 Financial Statements and Exhibits.

c. Exhibits

The following exhibit is being furnished herewith

Exhibit	Description of Exhibit
99	Press release dated September 29, 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: September 29, 2005

A.S.V., Inc.
By:	/s/ Gary Lemke
	Its: Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99	Press release dated September 29, 2005

EX-99

Exhibit 99
For more information:

Lisa Walsh
Investor Relations
(218) 327-5367
lwalsh@asvi.com

ASV SIGNS FIVE-YEAR SUPPLY AGREEMENT WITH CATERPILLAR

Grand Rapids, MN (Sept. 29, 2005) — ASV, Inc. (NASDAQ: ASVI) announced today it has signed a five-year supply agreement with Caterpillar Inc. (NYSE: CAT), effective November 1, 2005. The new supply agreement builds on the success the two companies have created in the rubber track loader market from their original alliance agreement, which expires October 31, 2005.

Key Terms of the New Supply Agreement:

Scope:

• Consistent with the original alliance agreement, Caterpillar will purchase from ASV 100% of its undercarriage requirements for current and specified future Caterpillar Multi-Terrain Loaders (MTLs), as defined.

• If Caterpillar chooses to manufacture MTLs outside North America for non-North American markets, Caterpillar will purchase from ASV 100% of its undercarriage requirements for these MTLs, provided ASV meets the Capacity Requirements and the Local Requirements, as defined, for the applicable geographic area.

• Should ASV choose not to supply undercarriages to Caterpillar for these non-North American sales, ASV would grant a royalty-bearing license to Caterpillar to use ASV’s intellectual property to manufacture undercarriages for use on MTLs manufactured outside North America for the non-North American markets.

• Caterpillar will continue to purchase 100% of its requirements for proprietary OEM aftermarket service parts from ASV.

• ASV will continue to be allowed to sell its rubber track undercarriages to other equipment manufacturers for machines that do not compete with Caterpillar’s Multi-Terrain Loaders.

• ASV will continue to utilize Caterpillar components in the manufacture of ASV’s products.

Pricing:

• There will be no change to the current MTL undercarriage pricing through December 31, 2005.

• Starting in 2006, ASV is expected to earn gross profit percentages on the sale of its undercarriages similar to those expected, had the original alliance agreement with Caterpillar been extended to 2006.

• With the expected increased volume of service parts, ASV has agreed to accept a lower gross margin on the sale of those service parts, effective November 1, 2005.

• ASV anticipates the impact of the new supply agreement may reduce its overall gross profit percentage for 2006 between zero and two percentage points.

Term:

• The agreement will commence on November 1, 2005 and will continue through November 1, 2010.

• The agreement will automatically renew for successive one-year renewal terms unless either party provides at least six months prior written notice of termination.

“We have signed a new supply agreement with Caterpillar and are pleased to continue providing Caterpillar with our industry leading rubber track undercarriages,” said ASV Chairman and CEO Gary Lemke. “We believe the continuation of our long-standing relationship further validates both the potential of the rubber track loader market and ASV’s patented undercarriage technology.”

Along with the new supply agreement, ASV and Caterpillar have also entered into a Registration Rights Agreement that provides Caterpillar registration rights for shares of unregistered ASV common stock it currently holds. However, so long as the supply agreement remains in effect, Caterpillar will not sell or dispose of any of its ASV shares prior to January 1, 2009.

“The extension of our relationship reflects the continued confidence Caterpillar has in ASV and its undercarriage technology,” commented Edward Rapp, Vice President of Caterpillar’s Building Construction Products Division. “This agreement builds upon a strong alliance between Caterpillar and ASV which positions us to enhance our solid position in the growing rubber track loader market.”

The new supply agreement and the Registration Rights Agreement replace all agreements previously entered into between the two companies. Under the Registration Rights Agreement, Caterpillar will retain its ability to designate members to ASV’s Board of Directors in proportion to its ownership of shares in ASV.

About Caterpillar

For 80 years, Caterpillar Inc. has been building the world’s infrastructure and, in partnership with its worldwide dealer network, is driving positive and sustainable change on every continent. With 2004 sales and revenues of $30.25 billion, Caterpillar Inc. is a technology leader and the world’s leading manufacturer of construction and mining equipment, diesel and natural gas engines and industrial gas turbines.

About ASV

ASV designs, manufactures and sells rubber track loaders and related accessories, attachments and traction products. ASV also manufactures rubber track undercarriages, some of which are a primary component on Caterpillar’s Multi Terrain Loaders. With its patented undercarriage technology, ASV leads all rubber track loaders 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.

Forward Looking Statements

Note: The statements set forth above regarding ASV’s supply agreement with Caterpillar, including the anticipated models, gross profit expectations and discount levels, are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Certain factors may affect whether these anticipated events occur including ASV’s ability to successfully manufacture the undercarriages, unanticipated delays, costs or other difficulties in the manufacture of the undercarriages, unanticipated problems or delays experienced by Caterpillar relating to the manufacturing or marketing of the products, market acceptance of the products, deterioration of the general market and economic conditions, corporate developments at ASV or Caterpillar and ASV’s ability to realize the anticipated benefits from its relationship with Caterpillar. Any forward-looking statements provided from time-to-time by the Company represent only management’s then-best current estimate of future results or trends. Additional information regarding these risk factors and uncertainties is detailed from time to time in the Company’s SEC filings, including but not limited to, its quarterly reports on Form 10-Q.

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