<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 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) March 5, 1999
-------------------------
Moto Guzzi Corporation
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Delaware 000-22813 13-3853272
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
350 Park Avenue, New York, NY 10017
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 644-4441
----------------------------
North Atlantic Acquisition Corp., 5 E. 59th St., New York, NY 10022
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On March 5, 1999, Moto Guzzi Corp., a Delaware corporation ("Moto
Guzzi"), North Atlantic Acquisition Corp., (the "Company"), a Delaware
corporation, and for limited purposes Trident Rowan Group, Inc. ("TRG"), a
Maryland corporation closed on the merger and reorganization under the Agreement
and Plan of Merger and Reorganization dated August 18, 1998, as amended on
December 3, 1998 (the "Merger Agreement") pursuant to which Moto Guzzi merged
with and into the Company, with the Company being the surviving corporation. The
consideration paid by the Company to the holders of Moto Guzzi's common and
preferred stock (the "Merger Consideration") upon the consummation of the Merger
consisted of 3,110,058 shares of the Company's Class A Common Stock, $.01 par
value ("Common Stock") and warrants to purchase 592,400 shares of Common Stock
exercisable at $.01 per share. Additionally, in exchange for the contribution to
the capital of Moto Guzzi by TRG and its majority owned subsidiary, O.A.M.
S.p.A. of certain intercompany indebtedness owed by Moto Guzzi, the Company
issued an additional 871,953 shares of Common Stock and warrants to purchase an
additional 166,080 shares of Common Stock. Holders of existing Moto Guzzi common
stock purchase warrants who cancelled such warrants received an aggregate of
209,815 shares of Common Stock and warrants to purchase a further 39,963 shares
of Common Stock. An additional 8,183 shares of Common Stock and warrants to
purchase an additional 1,287 shares of Common Stock will be issued to the
holders of the remaining Moto Guzzi warrants when submitted for cancellation.
Moto Guzzi's shareholders own 76.4% of the issued and outstanding shares of
Common Stock. The Merger Consideration was determined by arm's-length
negotiations between the Company and Moto Guzzi.
An aggregate of 200,000 shares of Common Stock issuable in connection
with the merger has been placed in escrow as a fund against claims of a breach
of a representation or warranty of Moto Guzzi or of the registrant, subject to
conditions and limitations on the assertion or payment of a claim. The escrow
fund will expire no later than March 2000, except in respect of any then-pending
claims.
The Company is a leading Italian manufacturer, marketer and distributor
of performance and luxury motorcycles and motorcycle parts, marketed under the
"Moto Guzzi(R)" brand name. The
2
<PAGE>
Company and its subsidiaries are the exclusive U.S. importer and distributor of
"Moto Guzzi" brand motorcycles and parts. The Company is the principal operating
subsidiary of TRG.
The Company's Common Stock is traded on the over the counter market
under the symbol "GUZI".
Item 5. Other Events.
At a meeting held on March 8, 1999, the Board voted to expand its size
to nine (9). Barry Fingerhut was elected to fill the vacancy created.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit Description
10.1 Agreement and Plan of Merger and Reorganization dated as of
August 18, 1998 (without exhibits or schedules)*
10.2 First Amendment to Agreement and Plan of Merger and
Reorganization dated as of December 3, 1998 (without
exhibits or schedules)*
- --------
*Filed as Annex I to Registration Statement No. 333-65267 of the registrant
dated February 4, 1999.
3
<PAGE>
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.
MOTO GUZZI CORPORATION
Date: March 11, 1999 By: Mark S. Hauser
---------------------
Mark S. Hauser
Executive Chairman
4
