UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): September 411, 2019

ASV HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38089	82-1501649
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

840 Lily Lane, Grand Rapids, MN		55744
(Address of Principal Executive Offices)		(Zip Code)

(218) 327-3434

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ASV

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.07Submission of Matters to a Vote of Security Holders.~~Note

AtOn September 11, 2019 (the ~~special~~“Closing ~~meeting~~Date”), pursuant to the Agreement and Plan of ~~stockholders~~Merger, dated as of June 26, 2019 (the “Merger Agreement”), among ASV Holdings, Inc., a Delaware corporation (“ASV”), ~~held~~Yanmar onAmerica ~~September~~Corporation, 4a Georgia corporation (“Yanmar”), ~~2019~~Osaka Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Yanmar (“Merger Sub”), and (solely for the ~~stockholders~~purposes ~~approved~~specified in the ~~following~~Merger ~~proposals:~~Agreement) Yanmar Co., Ltd., a company organized under the laws of Japan (“Guarantor”), Merger Sub was merged with and into ASV (the “Merger”), with ASV continuing as the surviving corporation and as a wholly owned subsidiary of Yanmar.

1.Item Proposal to adopt and approve the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) entered into on June 26, 2019 among ASV, Yanmar America Corporation, a Georgia corporation (“Yanmar”), Osaka Merger Sub, Inc2.~~, a Delaware corporation and a wholly owned subsidiary of Yanmar (“Merger Sub”), and (solely for the purposes specified in the Merger Agreement) Yanmar Co~~01., ~~Ltd.,~~Completion ~~a company organized under the laws~~ of ~~Japan,~~Acquisition ~~and~~or ~~the~~Disposition ~~transactions contemplated by the Merger Agreement, pursuant to which Merger Sub will be merged with and into ASV, with ASV continuing as the surviving corporation and a wholly owned subsidiary~~ of ~~Yanmar (the “Merger”)~~Assets. ~~The proposal was approved on the basis of the following voting results:~~

Votes For	Votes Against	Abstentions
7,998,119	1,572	4,500

On the Closing Date, Yanmar completed the acquisition of ASV. Pursuant to the Merger Agreement, Merger Sub was merged with and into ASV, effective at the time the certificate of merger was filed with the Secretary of State of the State of Delaware on the Closing Date (the “Effective Time”) with ASV continuing as the surviving corporation and as a wholly owned subsidiary of Yanmar.

2.In ~~Proposal~~the toMerger, ~~adjourn~~at the ~~ASV~~Effective ~~special~~Time, ~~meeting~~each issued and outstanding share of common stock of ASV, ifpar ~~necessary~~value or$0.001 ~~appropriate~~per share (the “Shares”), toother ~~solicit~~than ~~additional~~(i) ~~proxies~~Shares inthen ~~favor~~held ofin the ~~proposal~~treasury toof ~~adopt~~ASV and ~~approve~~Shares ~~the~~then held by Yanmar or any direct or indirect subsidiary of Yanmar (including Merger ~~Agreement~~Sub) and ~~the~~(ii) ~~transactions~~Shares ~~contemplated~~then held by ~~the~~a ~~Merger~~holder ~~Agreement~~who ifhas ~~there~~properly ~~are~~asserted ~~insufficient~~dissenters’ ~~votes~~rights atand ~~the~~otherwise ~~time~~complied with Section 262 of ~~such~~the ~~adjournment~~Delaware toGeneral ~~approve~~Corporation ~~such~~Law ~~proposal.~~(collectively, ~~The~~the ~~proposal~~“Excluded Shares”), was ~~approved~~converted, onat the ~~basis~~Effective ofTime, into the ~~following~~right ~~voting~~to ~~results:~~receive $7.05 in cash, without interest (the “Merger Consideration”).

Votes For	Votes Against	Abstentions
7,988,109	10,982	5,100

As a result of the Merger, at the Effective Time, each outstanding restricted stock unit providing for the right to receive Shares (the “RSUs”) was cancelled and converted into the right to receive an amount in cash (subject to any applicable withholding taxes or other authorized deductions), without interest, equal to the product of (i) the Merger Consideration multiplied by (ii) the total number of Shares subject to such RSU. Pursuant to the Merger Agreement, Guarantor irrevocably and unconditionally guaranteed to ASV the due and punctual payment and performance of (i) Yanmar’s and Merger Sub’s obligations under the Merger Agreement, and (ii) Yanmar’s and Merger Sub’s liability and obligations (including for breach) under the Merger Agreement.

~~Due~~The toforegoing ~~the~~descriptions ~~approval~~ of ~~Proposal 1 to adopt~~ the Merger ~~Agreement~~ and ~~approve~~ the Merger, ~~Proposal~~Agreement 2in tothis ~~approve~~Item ~~adjournment~~2.01 ofdo ~~the~~not ~~ASV~~purport ~~special~~to ~~meeting~~be ~~was~~complete ~~not~~and ~~implemented.~~are ~~Each~~subject ~~proposal~~to isand ~~described~~qualified in ~~detail~~their inentirety ~~ASV’s~~by ~~definitive~~reference ~~proxy~~to ~~statement,~~the ~~dated~~full ~~July~~text ~~30,~~of ~~2019, which was filed with~~ the ~~Securities~~Merger ~~and Exchange Commission on July 30~~Agreement, ~~2019~~which ~~and~~is ~~first~~filed ~~mailed~~as toExhibit ~~ASV’s stockholders on or about July 31, 2019~~2.1 ~~The~~to ~~Merger~~this ~~contemplated~~Current byReport ~~the Merger Agreement is expected to close~~ on ~~September~~Form ~~11,~~8-K ~~2019,~~and ~~subject~~is toincorporated ~~customary~~herein ~~closing~~by ~~conditions~~reference.

AsThe ofinformation ~~the~~set ~~close~~forth ofunder ~~business on~~ the ~~record~~Introductory ~~date~~Note ~~for~~and the ~~special~~disclosure ~~meeting,~~regarding ~~which~~the ~~was~~Merger ~~July 26, 2019, there were 9,909,858 shares of common stock outstanding~~ and ~~entitled to vote at~~ the ~~special~~Merger ~~meeting. Each~~Agreement ~~share~~set offorth ~~common~~under ~~stock~~Item ~~was entitled to one vote per share~~5. ~~Stockholders~~01 ~~owning a total~~ of ~~8,004,191~~this ofCurrent ~~ASV’s~~Report ~~common~~on ~~stock~~Form ~~voted~~8-K atis ~~the~~incorporated ~~special~~by ~~meeting,~~reference ~~representing~~to ~~approximately~~this ~~80.76%~~Item ~~of ASV’s common stock outstanding as of the record date for the special meeting~~2.01.

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~September~~the 4,Closing ~~2019~~Date, ASV ~~issued~~notified athe ~~press~~Nasdaq ~~release~~Stock ~~announcing~~Exchange ~~voting~~(“Nasdaq”) ~~results~~that ~~for~~the Merger had been completed and requested that the ~~proposal~~Shares tobe ~~approve~~delisted from Nasdaq. ASV also requested that Nasdaq file with the ~~Merger~~Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form 25 with ~~Yanmar. A~~respect ~~copy~~to the delisting of the ~~press~~Shares ~~release~~from isNasdaq. ~~attached~~ASV ~~hereto~~intends asto ~~Exhibit~~file ~~99.1~~with the SEC a certification on Form 15 to terminate or suspend its reporting obligations under Sections 13(a) and is15(d) ~~incorporated~~of bythe ~~reference~~Securities ~~herein~~Exchange Act of 1934, as amended, as promptly as practicable.

~~Cautionary~~The ~~Statement~~information ~~Regarding~~set ~~Forward~~forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated by reference into this Item 3.01.

~~This~~Item filing contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction and business combination between Yanmar and ASV, including statements regarding the anticipated timing of the transaction3. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions03. ~~Forward-looking~~ ~~statements~~Material ~~are~~Modification ~~predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject~~ to ~~risks and uncertainties. Many factors could cause actual future events to differ materially from~~ the ~~forward-looking~~Rights statements contained in this filing, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect ASV’s business and the price of ~~its~~Security common stock, (ii) the failure to satisfy the conditions to the consummation of the transaction, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the transaction on ASV’s business relationships, operating results, and business generally, (v) risks that the proposed transaction disrupts current plans and operations of ASV and potential difficulties in ASV employee retention as a result of the transaction, (vi) risks related to diverting management’s attention from ASV’s ongoing business operations, and (vii) the outcome of any legal proceedings instituted against ASV or Yanmar related to the Merger Agreement or the transactionHolders. ASV’s actual results may differ from information contained in these forward looking-statements for many reasons, including those described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended, our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, any subsequent Current Reports on Form 8-K and other filings with the SEC which are or will be available on ASV’s EDGAR page at www.sec.gov. These statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause ASV’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although ASV believes that the expectations reflected in the forward-looking statements are reasonable, ASV

~~cannot~~As ~~guarantee~~set ~~future~~forth ~~results,~~under ~~levels~~Item 2.01 of ~~activity,~~this ~~performance~~Current orReport ~~achievements.~~on ~~Except~~Form 8-K, as ~~required~~of bythe ~~law~~Effective Time, ~~after~~all ~~the~~issued ~~date~~and ofoutstanding ~~this~~Shares ~~release,~~(other ~~ASV~~than isany ~~under~~Excluded noShares) ~~duty~~were automatically cancelled and converted into the right to ~~update~~receive orthe ~~revise~~Merger ~~any~~Consideration. ofAt the ~~forward-looking~~Effective ~~statements~~Time, ~~whether~~all asholders aof ~~result~~the ofShares ~~new~~(other ~~information,~~than ~~future~~any ~~events~~Excluded orShares) ~~otherwise~~ceased to have any rights with respect thereto other than the right to receive such consideration.

The information set forth under the Introductory Note and Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of the Registrant.

As a result of the Merger, a change in control of ASV occurred, and ASV is now a wholly owned subsidiary of Yanmar.

The aggregate consideration paid by Yanmar in connection with the Merger was approximately $70.7 million, without giving effect to related transaction fees and expenses. Yanmar funded the Merger through cash on hand.

The disclosure regarding the Merger and the Merger Agreement set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, each of the directors of ASV as of immediately prior to the Effective Time (Brian J. Henry, Michael A. Lisi, Joseph M. Nowicki, Andrew M. Rooke and David Rooney) ceased to be directors of ASV. Also pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, each of the directors of Merger Sub as of immediately prior to the Effective Time Giuliano Parodi, Andrew M. Rooke, Missi How, Kevin Zimmer, Atsutaka Sugino and Hiroshi Okuyama became directors of ASV.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, (i) the certificate of incorporation of the ASV was amended and restated in its entirety to be identical to the form attached as Exhibit A to the Merger Agreement and (ii) the by-laws of ASV were amended and restated in their entirety to be identical to the form attached as Exhibit B to the Merger Agreement. A copy of such amended and restated certificate of incorporation and such by-laws of ASV are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


	(d)	Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated as of September 4, 2019
2.1*		Agreement and Plan of Merger, dated as of June 26, 2019, by and among ASV Holdings, Inc., Yanmar America Corporation, Osaka Merger Sub, Inc. and Yanmar Co., Ltd. (incorporated herein by reference to Exhibit 2.1 to ASV’s Current Report on Form 8-K, filed on June 27, 2019).
3.1		Amended and Restated Certificate of Incorporation of ASV Holdings, Inc. (incorporated by reference to Exhibit A to Exhibit 2.1 to ASV’s Current Report on Form 8-K, filed on June 27, 2019).
3.2		Amended and Restated Bylaws of ASV Holdings, Inc. (incorporated by reference to Exhibit B to Exhibit 2.1 to ASV’s Current Report on Form 8-K, filed on June 27, 2019).
99.1		Press Release, dated as of September 11, 2019

*Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. ASV agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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.

	ASV HOLDINGS, INC.
Date: September 4, 2019	By: /s/ Andrew M. Rooke
Date: September 11, 2019	By: /s/ Andrew M. Rooke
	Name: Andrew M. Rooke
	Title: Chief Executive Officer

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