-----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, KgNton6OAllwR8izLhepPF5XK+C4jEBXHPwtpFhLrqHDqqDPx2QEv7F71q3TkYdt XZXLEPTJngQDOIYSDS9INQ== 0000950153-00-001629.txt : 20001215 0000950153-00-001629.hdr.sgml : 20001215 ACCESSION NUMBER: 0000950153-00-001629 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001130 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TITAN MOTORCYCLE CO OF AMERICA INC CENTRAL INDEX KEY: 0001053691 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 860776876 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24477 FILM NUMBER: 789215 BUSINESS ADDRESS: STREET 1: 2222 WEST PEORIA AVE CITY: PHOENIX STATE: AZ ZIP: 85029 BUSINESS PHONE: 6028616977 MAIL ADDRESS: STREET 1: 2222 WEST PEORIA AVE CITY: PHOENIX STATE: AZ ZIP: 85029 8-K 1 p64335e8-k.txt 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) November 30, 2000 Titan Motorcycle Co. of America (Exact Name of Registrant as Specified in Charter) Nevada 000-24477 86-0776876 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2222 West Peoria Avenue, Phoenix, Arizona 85029 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 861-6977 (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. NASDAQ DELISTING NOTIFICATION After the close of the market on November 29, 2000, Titan Motorcycle Co. of America (the "Company") received correspondence from Nasdaq indicating that the Nasdaq Listing Qualifications Panel had decided to immediately delist the Company's common stock from the Nasdaq SmallCap Market. The Company's common stock will become immediately eligible for trading on the OTC Bulletin Board. Nasdaq's decision is the result of the Company's inability to meet the minimum bid price for its common stock as set by Nasdaq. Over the past several months, the Company has had difficulty meeting both Nasdaq's trading price and capitalization requirements. The Company currently has outstanding three classes of preferred stock - -- Series A, Series B and Series C. In addition, the Company has issued and outstanding subordinated debentures. The holders of the preferred stock and the debentures are entitled to certain redemption and other payment rights; however, each of the holders has entered into a Subordination Agreement or an Intercreditor Agreement with Wells Fargo Credit, Inc., the Company's primary lender, under which the holders' redemption and other payment rights are restricted upon the occurrence of certain events. The holders are restricted from demanding full redemption of their securities until after June 30, 2001, and only if the following criteria are met: 1. The Company has funds legally available to pay such dividends or redemption payments; 2. No default under the credit agreement, technical or otherwise, shall exist after giving effect to the redemption; and 3. The Company must be in compliance with the financial covenants contained in the credit loan agreement after giving effect to the redemption payment. On November 30, 2000, the Company issued a press release relating to the Nasdaq Listing Qualifications Panel's decision. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release dated November 30, 2000.
-2- 3 SIGNATURES 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. Titan Motorcycle Co. of America /s:/Francis S. Keery/ ----------------------------------- Francis S. Keery Chief Executive Officer Dated: December 13, 2000 -3- 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- 99.1 Press Release dated November 30, 2000.
EX-99.1 2 p64335ex99-1.txt EX-99.1 1 FOR IMMEDIATE RELEASE: Thursday, November 30, 2000 CONTACT: Frank Keery, Chief Executive Officer Madeleine Franco Dennis Rutherford, Chief Financial Officer Jordan Richard Assoc. Titan Motorcycle Co. of America 801-268-8610 www.titanmotorcycle.com ir@jordanrichard.com TITAN UPDATES NASDAQ LISTING STATUS PHOENIX, ARIZ.--Titan Motorcycle Co. of America announced today that the Nasdaq Listing Qualifications Panel has decided to delist the Company's Common Stock from the Nasdaq SmallCap Market as of the opening of the market on November 30, 2000. Nasdaq's decision is the result of the Company's inability to meet the minimum bid price for its common stock as set by Nasdaq. Over the past several months, the Company has had difficulty meeting both Nasdaq's trading price and capitalization requirements. Upon delisting, the Company's Common Stock will become eligible for trading on the OTC Bulletin Board. Founded in 1994, Titan Motorcycle Co. of America is a premier designer, manufacturer and distributor of high-end, American-made, V-twin engine motorcycles marketed under various Titan trademarks. Titan's unique, hand-built configurations, including the Gecko(TM), Roadrunner(TM), Sidewinder(TM), and Phoenix(TM), represent the finest available in custom-designed, volume-produced, performance motorcycles. Manufactured at the company's corporate headquarters and manufacturing facility, and available with a variety of customized options and designs, Titan's large displacement motorcycles are sold through a network of over 80 domestic and international dealers. -----END PRIVACY-ENHANCED MESSAGE-----