SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 3, 1998
FOUNTAIN POWERBOAT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-14712 56-1774895
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1653 Whichard's Beach Road, Post Office Drawer 457
Washington, North Carolina 27889
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (252) 975-2000
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Item 5. Other Events.
On June 9, 1998, an Order was entered in the United States District
Court for the Eastern District of North Carolina concerning a settlement
among the parties in a lawsuit involving the Registrant's chief operating
subsidiary, Fountain Powerboats, Inc., Mark Spencer, Spencer Communications,
and Michael Jordan. A description of this litigation is contained in the
Registrant's Annual Report on Form 10-K, filed with the Commission on October
14, 1997, which is incorporated by reference herein.
On June 16, 1998, a court-mediated settlement was reached among the
Registrant and Gary D. Garbrecht, Marcia K. Garbrecht, and Mach Performance,
Inc. of a lawsuit filed by the Registrant in the United States District Court
for the Eastern District of North Carolina; the settlement also will conclude
another suit filed by the Registrant in Beaufort County Superior Court,
Washington, North Carolina, against an affiliate of the Garbrechts, P.R.O.P.
Tour, Inc. A description of the litigation is contained in the Registrant's
Annual Report on Form 10-K filed with the Commission on October 14, 1997,
which is incorporated by reference herein.
On June 15, 1998, Registrant engaged CIBC Oppenheimer Corp.
("Oppenheimer") to assist the Registrant in evaluating its strategic
alternatives to maximize shareholder value, pursuant to an agreement between
the two parties for such services. On June 25, 1998, the Registrant issued
a press release concerning its engagement of Oppenheimer, a copy of which is
included as an exhibit to this Report and is incorporated by reference herein.
The Registrant's Board of Directors has approved a change in the
Registrant's stock transfer agent and registrar to Firstar Trust Company,
Milwaukee, Wisconsin ("Firstar"). Firstar will replace the Registrant's
current stock transfer agent and registrar, Registrar and Transfer Company,
New York, New York. The Registrant currently is in the process of effecting
such change, which is projected to be effective on June 30, 1998.
The Board of Directors of the Registrant on June 3, 1998, elected officers
of the Registrant and its operating subsidiary, Fountain Powerboats, Inc., and
elected four of its outside directors as the members of Registrant's Audit
Committee, as follows:
Officers:
Reginald M. Fountain, Jr. - Chairman, President and Chief Executive Officer
Donald J. Abel - Vice President, Chief Operating Officer and General Manager
Gary G. Baltz, Jr. - Vice President/Sales
Joseph F. Schemenauer - Vice President/Finance and Chief Financial Officer
Blanche C. Williams - Secretary/Treasurer
Carol J. Price - Assistant Secretary
Audit Committee:
Darryl M. Diamond, M.D.
George L. Deichmann, III
Craig F. Goess
Federico Pignatelli
2
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Item 7. Financial Statements and Exhibits.
The following Exhibits are included in this Report.
Exhibit No. Description of Exhibit
_______________ _____________________________________
99 Copy of Registrant's press release
pertaining to the engagement of CIBC
Oppenheimer Corp.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: June 25, 1998
FOUNTAIN POWERBOAT INDUSTRIES, INC.
By: /s/ JOSEPH F. SCHEMENAUER
______________________________
Joseph F. Schemenauer
Vice President,
Chief Financial Officer,
and Designated Principal
Accounting Officer
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(EXHIBIT 99)
FOUNTAIN POWERBOAT INDUSTRIES, INC. RETAINS CIBC OPPENHEIMER CORP.
TO ADVISE COMPANY ON MAXIMIZING SHAREHOLDER VALUE
Washington, NC, June 25, 1998 -- Fountain Powerboat Industries, Inc.
(NASDAQ NMS : FPWR), a leading manufacturer of high performance sport boats,
sport fish boats and sport cruisers, today announced that it has engaged
CIBC Oppenheimer Corp. to assist the company in evaluating its strategic
alternatives to maximize shareholder value.
"The Company's business plan of shifting sales to larger boats has
resulted in improving margins," stated Reggie Fountain, Jr., Chairman and
CEO of Fountain Powerboat Industries, Inc. For the nine months ended March
31,1998, operating income nearly doubled to $4.8 million from $2.5 million
in the comparable period in fiscal 1997. Net income for the nine months rose
57% to a record $3.0 million or $0.60 per share assuming dilution on a
significantly increased tax liability from $1.9 million or $0.39 per share
assuming dilution in the previous year. For the first nine months of fiscal
1998, sales were $37.3 million as compared to $37.4 million for the
year-earlier period.
"Prospects for Fountain Powerboats have never been greater. The launch
of our new state-of-the-art 65-foot high-performance Super Cruiser with a 16
foot beam demonstrates both our research and development capabilities as well
as our understanding of the market potential for well branded, high quality
and performance marine products," said Mr. Fountain. In preliminary tests
held by Fountain Powerboat, the first 65 foot Super Cruiser had an extremely
fast rate of acceleration and reached speeds in excess of 60 mph. The first of
8 firm orders for the 65-foot Super Cruiser will be delivered in the third
calendar quarter of 1998. The remainder of the orders will be delivered within
the next 12 months. "The first boats are being purchased by domestic buyers,
but we also expect strong demand in the growing international market as well,
" Mr. Fountain said. The suggested retail price of the new 65-foot Super
Cruiser starts at $1.7 million.
In the past, Fountain has also sold boats to the U.S. Navy, U.S. Customs
Service and the U.S. Coast Guard. Reggie Fountain has committed substantial
resources to increase this business and believes company sales will experience
growth in this segment.
"As Fountain embarks on a new stage in its development, we are looking
to CIBC Oppenheimer to help us assess the opportunities that will make us
fully realize our potential value as a company and for our shareholders,"
according to Mr. Fountain.
Fountain Powerboat Industries, Inc. through its wholly-owned subsidiary,
Fountain Powerboats Inc., designs, manufactures and sells high performance
offshore sport boats, sport cruisers and sport fishing boats. Fountain
powerboats are intended for that segment of the recreational powerboat market
where performance, handling, safety and quality are the main criteria for
purchase. The Company's products are sold through an international dealership
network. All boats are produced at Fountain's ultra-modern manufacturing plant
located along the Pamlico River near Washington, NC.
Except for the historical information herein, the matters discussed in
this press release include forward-looking statements that may involve a
number of risks and uncertainties. Future results may vary significantly
based on a number of factors, including, but not limited to risk factors
detailed in the Company's most recent annual report and other filings with
the Securities and Exchange Commission.
For further information contact:
Joe Schemenauer, CFO/Fountain Powerboat Industries, Inc. (252) 975-2000
Vicki Weiner, Sylvia Dresner/VMW Inc. (212) 605-3140 [email protected]
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