1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-C REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTERDEALER QUOTATION SYSTEM Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 13a-17 or 15d-17 thereunder Boyds Wheels, Inc. ------------------ (Exact name of issuer as specified in charter) 8380 Cerritos Avenue, Stanton, California 90680 ----------------------------------------------- (Address of principal executive offices) Issuer's telephone number, including area code: (714) 952-4038 I. CHANGE IN NUMBER OF SHARES OUTSTANDING Indicate any change (increase or decrease) of 5% or more in the number of shares outstanding: 1. Title of security: Common Stock 2. Number of shares outstanding before the change: 3,552,699 3. Number of shares outstanding after the change: 3,732,699 4. Effective date of change: June 26, 1996 5. Method of change: Specify method (such as merger, acquisition, exchange, distribution, stock split, reverse split, acquisition of stock for treasury, etc.) Issuance of Stock Give brief description of transaction: Issuance in connection with public offering (over-allotment option exercise). II. CHANGE IN NAME OF ISSUER 1. Name prior to change: N/A 2. Name after change: N/A 3. Effective date of charter amendment changing name: N/A 4. Date of shareholder approval of change, if required: N/A Date: June 28, 1996 /s/ STANLEY CLARK ------------- --------------------------- Stanley Clark, Chief Operating Officer