8-K

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): May 13, 2014

MALIBU BOATS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-36290	46-4024640
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5075 Kimberly Way Loudon, Tennessee	37774
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (865) 458-5478

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 3.02. Unregistered Sales of Equity Securities.

On May 13 and 14, 2014 and July 3, 2014, in connection with transfers of membership units of Malibu Boats Holdings, LLC (the “LLC”) by certain members of the LLC to various individuals and entities (the “New LLC Members”), Malibu Boats, Inc. (the “Company”) issued a total of twelve shares of its Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), to the New LLC Members for nominal consideration. These shares of Class B Common Stock were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In connection with such transfers, the Company also cancelled three shares of its Class B Common Stock.

Item 7.01. Regulation FD Disclosure.

On July 9, 2014, the Company issued a press release announcing the pricing of its follow-on offering of Class A Common Stock, par value $0.01 per share. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 and the related Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Malibu Boats, Inc., dated July 9, 2014.

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.

	MALIBU BOATS, INC.
Date: July 9, 2014	By:	/s/ Wayne R. Wilson
		Wayne R. Wilson
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Malibu Boats, Inc., dated July 9, 2014.

EX-99.1

Exhibit 99.1

July 9, 2014

Malibu Boats, Inc. Announces Pricing of Public Offering of 4,800,000 Shares

LOUDON, Tenn., July 9, 2014 (GLOBE NEWSWIRE) — Malibu Boats, Inc. (Nasdaq:MBUU) (“Malibu Boats” or the “Company”), a leading designer, manufacturer and marketer of performance sport boats, today announced the pricing of the offering of 4,800,000 shares of its Class A Common Stock at a price to the public of $18.50 per share, which consists of 3,833,641 shares of Class A Common Stock sold by the Company and 966,359 shares of Class A Common Stock sold by certain selling stockholders (the “Selling Stockholders”). The offering is expected to close on or about July 15, 2014, subject to customary conditions.

Malibu Boats and the Selling Stockholders have granted the underwriters an option for a period of 30 days to purchase up to an additional 538,252 shares and 181,748 shares, respectively, of Class A Common Stock to cover over-allotments. If exercised, all additional shares will be offered at the public offering price per share of Class A Common Stock in this offering.

The net proceeds to the Company from this offering, after deducting underwriting discounts and commissions, will be approximately $67.4 million. The Company intends to use all of the net proceeds from this offering and the underwriters’ over-allotment option, if exercised, to purchase units of Malibu Boats Holdings, LLC (the “LLC”) from the owners of membership interests in the LLC at a purchase price per unit equal to the public offering price per share of Class A Common Stock in this offering, after deducting underwriting discounts and commissions.

Raymond James and Wells Fargo Securities are acting as joint book-running managers for the offering. SunTrust Robinson Humphrey and BMO Capital Markets are acting as co-managers.

A registration statement relating to offering of the Class A Common Stock has been declared effective by the Securities and Exchange Commission (the “SEC”) (as amended, the “Registration Statement”). The offering is being made only by means of a prospectus forming part of the Registration Statement. A copy of the prospectus relating to the offering may be obtained by contacting: Raymond James, Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, FL 33716, telephone: (800) 248-8863 or via email at prospectus@raymondjames.com, or by contacting Wells Fargo Securities, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, telephone: (800) 326-5897 or via email at cmclientsupport@wellsfargo.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Malibu Boats, Inc.

Malibu Boats is a leading designer, manufacturer and marketer of performance sport boats. The Company has two brands of performance sport boats, Malibu and Axis Wake Research (Axis). Since inception in 1982, the Company has been a consistent innovator in the powerboat industry, designing products that appeal to an expanding range of recreational boaters and water sports enthusiasts whose passion for boating and water sports is a key aspect of their lifestyle.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “would,” “could” or “intend.” These forward-looking statements include, without limitation, statements related to the anticipated public offering of shares and statements regarding the Company’s intentions regarding the use of the net proceeds from the offering. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in the Company’s filings with the Securities and Exchange Commission.