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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 30, 2000
Titan Motorcycle Co. of America
(Exact Name of Registrant as Specified in Charter)
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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)
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Registrant's telephone number, including area code (602) 861-6977
(Former Name or Former Address, if Changed Since Last Report)
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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.
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated November 30, 2000.
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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/
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Francis S. Keery
Chief Executive Officer
Dated: December 13, 2000
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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99.1 Press Release dated November 30, 2000.
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