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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 2002
TRAVIS BOATS & MOTORS, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation)
005-49897 74-2024798
(Commission File Number) (IRS Employer Identification No.)
5000 Plaza on the Lake, Suite 250
Austin, Texas 78746
(Address of principal executive office, including zip code)
(512) 347-8787
(Registrant's telephone number, including area code)
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ITEM 5. Other Events.
On March 13, 2002, Travis Boats & Motors, Inc. ("Travis", or the
"Company"), entered into an agreement with TMRC, L.L.P. ("Tracker"), a
wholly-owned subsidiary of Tracker Marine, L.L.C., whereby Tracker has
initially invested approximately $2.1 million towards the purchase of newly
created 6% Series A Cumulative Convertible Preferred Stock (the "Preferred
Stock") in the Company.
The Company initially filed its Statement of Designations of 6% Series
A Cumulative Convertible Preferred Stock (the "Designation"), with the
Texas Secretary of State on March 13, 2002. The Designation was attached as
Exhibit 4.1 to the Company's 8-K filing on March 28, 2002. After
consultation with Nasdaq, the Company obtained approval from its Board of
Directors and Tracker to file the Restated Statement of Designations of 6%
Series A Cumulative Convertible Preferred Stock (the "Restated
Designation"), which removed Tracker's ability to vote on an as-converted
basis at the initial conversion price of $2.4594. Instead, the Restated
Articles provide that holders of preferred stock shall vote at a conversion
price of $2.55 per share, without the benefit of any anti-dilution
adjustments to the conversion price for such preferred stock. The Restated
Designation was filed with the Texas Secretary of State on April 8, 2002.
ITEM 7.
(c) Exhibits.
4.3 A copy of the Travis Boats & Motors, Inc. Amended and Restated
Statement of Designations of 6% Series A Cumulative Convertible
Preferred Stock dated April 8, 2002, is filed as Exhibit 4.3 to this
Current Report and is incorporated herein by reference.
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SIGNATURE
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.
TRAVIS BOATS & MOTORS, INC.
(Registrant)
Date: April 17, 2002 By: /s/ Michael B. Perrine
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Michael B. Perrine, Chief Financial Officer,
Secretary, Treasurer