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): December 1, 2005

ACTION PERFORMANCE COMPANIES, INC.

(Exact Name of Registrant as Specified in Charter)

Arizona	0-21630	86-0704792
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1480 South Hohokam Drive, Tempe, Arizona	85281
(Address of Principal Executive Offices)	(Zip Code)

(602) 337-3700

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

     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))

TABLE OF CONTENTS

	Item 8.01. Other Events
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EX-99.1

Item 8.01. Other Events

     On December 1, 2005, at a special meeting of the shareholders of Action Performance Companies, Inc. (the “Company”), the shareholders approved the Agreement and Plan of Merger, dated as of August 29, 2005, by and among International Speedway Corporation, Speedway Motorsports, Inc., SMISC, LLC, Motorsports Authentics, Inc. and the Company. It is anticipated that the merger will be completed on or about Friday, December 9, 2005, subject to the satisfaction of closing conditions. A copy of the press release issued by the Company announcing such approval is attached hereto as exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

     (d) 99.1     Press Release, dated December 1, 2005 of Action Performance Companies, Inc.

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 thereunto duly authorized.

	ACTION PERFORMANCE COMPANIES, INC.
Date: December 1, 2005	By:	/s/ David M. Riddiford
	David M. Riddiford
	Chief Financial Officer, Secretary and Treasurer

EX-99.1

Exhibit 99.1

For Action Performance:


David Riddiford
Chief Financial Officer
(602) 337-3999

FOR IMMEDIATE RELEASE

ACTION PERFORMANCE SHAREHOLDERS APPROVE ACQUISITION OF THE COMPANY

     TEMPE, AZ. – December 1, 2005 — Action Performance Companies, Inc. (NYSE: ATN) (“Action”) today announced that, at a special meeting of the shareholders of Action held today, the Action shareholders voted to approve the Agreement and Plan of Merger, dated as of August 29, 2005 (the “Agreement”), by and among International Speedway Corporation, Speedway Motorsports, Inc., SMISC, LLC, Motorsports Authentics, Inc. and Action. It is anticipated that the merger will be completed on or about Friday, December 9, 2005, subject to the satisfaction of closing conditions. Approximately 14.6 million shares, or 78% of the total number of shares of common stock outstanding and 99.4% of shares casting a vote, voted to approve the Agreement.

About ISC

     International Speedway Corporation is a leading promoter of motorsports activities in the United States, currently promoting more than 100 racing events annually as well as numerous other motorsports-related activities. The Company owns and/or operates 11 of the nation’s major motorsports entertainment facilities, including Daytona International Speedway in Florida (home of the Daytona 500); Talladega Superspeedway in Alabama; Michigan International Speedway located outside Detroit; Richmond International Raceway in Virginia; California Speedway near Los Angeles; Kansas Speedway in Kansas City, Kansas; Phoenix International Raceway in Arizona; Homestead-Miami Speedway in Florida; Martinsville Speedway in Virginia; Darlington Raceway in South Carolina; Watkins Glen International in New York. Other motorsports entertainment facility ownership includes an indirect 37.5% interest in Raceway Associates, LLC, which owns and operates Chicagoland Speedway and Route 66 Raceway near Chicago, Illinois.

     The Company also owns and operates MRN Radio, a leading independent sports radio network; DAYTONA USA, the “Ultimate Motorsports Attraction” and official attraction of NASCAR; and subsidiaries which provide catering services, food and beverage concessions, and produce and market motorsports-related merchandise under the trade name “Americrown.”

     About SMI

     Speedway Motorsports is a leading marketer and promoter of motorsports entertainment in the United States. The Company owns and operates the following premier facilities: Atlanta Motor Speedway, Bristol Motor Speedway, Infineon Raceway, Las Vegas Motor Speedway, Lowe’s Motor Speedway and Texas Motor Speedway. The Company provides souvenir merchandising services through its SMI Properties subsidiaries, and manufactures and distributes smaller-scale, modified racing cars through its 600 Racing subsidiary. The Company also owns Performance Racing Network, which broadcasts syndicated motorsports programming to over 710 radio stations nationwide. For more information, visit the Company’s Website at www.speedwaymotorsports.com.

About Action

     Action Performance Companies, Inc. (NYSE:ATN) is the leader in the design, promotion, marketing and distribution of licensed motorsports merchandise. The company’s products include a broad range of motorsports-related die-cast replica collectibles, apparel, souvenirs and other sports-inspired memorabilia. Action Performance markets and distributes products through a variety of channels including the Action Racing Collectables network of wholesale distributors, the Racing Collectables Club of America, QVC, goracing.com, trackside at racing events, direct corporate promotions, mass retail and department stores, specialty dealers and select online retailers. For more information about Action Performance and its many subsidiaries, please visit the company’s corporate Web site at www.action-performance.com.

     This press release contains forward-looking statements regarding the parties to the transactions described in this release, including statements regarding Action Performance’s proposed transaction with ISC, SMI and their related entities. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, including the risks and uncertainties detailed from time to time in the parties’ filings with the Securities and Exchange Commission. In addition, the statements regarding the consummation of the transaction discussed in this release are subject to risks that the conditions to the transaction will not be satisfied, and that the definitive agreement will be terminated prior to closing. Although Action Performance believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct. Action Performance disclaims any duty to publicly update or revise any forward-looking statements regarding the matters discussed in this release, whether as a result of new information, future events or otherwise.