UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) November 22, 2005
NATIONAL R.V. HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-12085 33-0371079
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
3411 N. PERRIS BOULEVARD
PERRIS, CALIFORNIA 92571
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (951) 943-6007
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 3.03 Material Modification to Rights of Security Holders.
On November 25, 2005, the Board of Directors (the "Board") of National R.V.
Holdings, Inc. (the "Company") approved an amendment to and restatement of the
Company's Rights Agreement, dated as of August 20, 1996, between the Company and
Continental Stock Transfer & Trust Company (the "Rights Agreement"). The
amendment and restatement approved by the Board eliminates certain provisions
relating to continuing directors in order to comply with published decisions of
the Delaware courts regarding the validity of such provisions. The form of
Amended and Restated Rights Agreement is filed with this report as Exhibit 4.1
hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
On November 22, 2005, the Board of the Company amended and restated the
Company's By-Laws (as so amended and restated, the "Amended By-Laws") effective
as of such date in order to add a provision specifying that notice of Board
meetings may be given either (i) by written notice by mailing not less than
three days before the meeting, or (ii) personally or by telephone, telegraph or
telex or by facsimile or electronic transmission not less than twenty-four hours
before the meeting (Article II, Section 4). The Company's previous By-Laws did
not specify a specific time frame for such notices.
On November 25, 2005, the Board further amended and restated the Company's
By-Laws effective as of such date in the following manner:
(a) The Amended By-Laws add procedures for setting a record date in
connection with actions taken by written consent of stockholders without a
meeting (Article I, Section 5). The previous By-Laws provided that the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the Board is
necessary, was the day on which the first written consent was expressed.
(b) The Amended By-Laws add provisions requiring the delivery of advance
notice in connection with nominations of persons for election to the Board and
other business which may be brought by stockholders before the 2006 annual
meeting of stockholders and any annual meeting thereafter (Article I, Section
7).
(c) The Amended By-Laws state that written consents of stockholders shall
be valid for a maximum of sixty days after the date of the earliest dated
consent delivered to the Company in the manner provided in Section 228(c) of the
Delaware General Corporation Law, and further specify the manner in which
written consents may be revoked (Article I, Section 8).
(d) The Amended By-Laws add provisions authorizing the engagement of
nationally recognized independent inspectors of elections for the purpose of
performing a ministerial review of the validity of written consents and
revocations, and further specify procedures for the Company and soliciting
stockholders to follow in determining the number of valid and unrevoked consents
(Article I, Section 8).
(e) The Amended By-Laws provide that the number of directors may only be
fixed, increased or decreased by action of directors (Article II, Section 2).
The previous By-Laws permitted directors or stockholders to fix, increase or
decrease the number of directors.
(f) The Amended By-Laws provide that directors may only be removed by
stockholders for cause (Article II, Section 5). The previous By-Laws contained a
provision that directors could also be removed without cause; however, such
provision conflicted with Section 141(k)(1) of the Delaware General Corporation
Law.
(g) The Amended By-Laws amended the amendment provisions of the previous
By-Laws in order to require that until the 2006 annual meeting of stockholders
the affirmative vote of the holders of at least 66 2/3 percent of the voting
power of all of the then-outstanding shares entitled to vote generally in the
election of directors, voting together as a single class, shall be required in
order for the stockholders to adopt, amend or repeal any provision of the
By-Laws (Article VI). The previous By-Laws did not specify a minimum percentage
of shares required for amendments of the By-Laws by the Company's stockholders;
therefore, under the previous By-Laws, amendments could have been adopted by a
majority of votes cast by stockholders.
The Amended and Restated By-Laws of the Company reflecting such amendments are
filed with this report as Exhibit 3.1.
Item 8.01 Other Events. On November 28, 2005, the Company issued a press
release announcing it had rejected an unsolicited proposal from CC Acquisition
Group, Inc. to acquire the Company. The press release is attached to this Form
8-K as Exhibit 99.1. On November 28, 2005, the Company also issued a letter to
its dealers regarding various matters, including the rejection of such offer.
The letter to dealers is attached to this Form 8-K as Exhibit 99.2.
Item 9.01(c) Financial Statements and Exhibits.
3.1 Amended and Restated By-Laws of National R.V. Holdings, Inc.
4.1 Amended and Restated Rights Agreement dated as of November 25, 2005 between
National R.V. Holdings, Inc. and Continental Stock Transfer & Trust
Company.
99.1 Press release of National R.V. Holdings, Inc. dated November 28, 2005
99.2 Letter from National R.V. Holdings, Inc. to dealers dated November 28, 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, thereto duly authorized.
NATIONAL R.V. HOLDINGS, INC.
By:/s/ THOMAS J. MARTINI
Thomas J. Martini
Chief Financial Officer
Date: November 28, 2005