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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950153-00-001629.txt : 20001215
<SEC-HEADER>0000950153-00-001629.hdr.sgml : 20001215
ACCESSION NUMBER:		0000950153-00-001629
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20001130
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20001214

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TITAN MOTORCYCLE CO OF AMERICA INC
		CENTRAL INDEX KEY:			0001053691
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MISCELLANEOUS REPAIR SERVICES [7600]
		IRS NUMBER:				860776876
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-24477
		FILM NUMBER:		789215

	BUSINESS ADDRESS:	
		STREET 1:		2222 WEST PEORIA AVE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85029
		BUSINESS PHONE:		6028616977

	MAIL ADDRESS:	
		STREET 1:		2222 WEST PEORIA AVE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85029
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>p64335e8-k.txt
<DESCRIPTION>8-K
<TEXT>

<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)       November 30, 2000

                         Titan Motorcycle Co. of America
               (Exact Name of Registrant as Specified in Charter)


<TABLE>
<S>                                                 <C>                                  <C>
       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)
</TABLE>


Registrant's telephone number, including area code               (602) 861-6977

          (Former Name or Former Address, if Changed Since Last Report)
<PAGE>   2
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.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER     DESCRIPTION
- -------    -----------
<S>        <C>
99.1       Press Release dated November 30, 2000.
</TABLE>


                                      -2-
<PAGE>   3
                                   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/
                                     -----------------------------------
                                     Francis S. Keery
                                     Chief Executive Officer

Dated: December 13, 2000


                                      -3-
<PAGE>   4
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NO.         DESCRIPTION
- -------    -----------
<S>        <C>
99.1       Press Release dated November 30, 2000.
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>p64335ex99-1.txt
<DESCRIPTION>EX-99.1
<TEXT>

<PAGE>   1
FOR IMMEDIATE RELEASE:  Thursday, November 30, 2000

CONTACT: Frank Keery, Chief Executive Officer              Madeleine Franco
         Dennis Rutherford, Chief Financial Officer        Jordan Richard Assoc.
         Titan Motorcycle Co. of America                   801-268-8610
         www.titanmotorcycle.com                           ir@jordanrichard.com


                       TITAN UPDATES NASDAQ LISTING STATUS


PHOENIX, ARIZ.--Titan Motorcycle Co. of America announced today that the Nasdaq
Listing Qualifications Panel has decided to delist the Company's Common Stock
from the Nasdaq SmallCap Market as of the opening of the market on November 30,
2000. 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. Upon delisting, the Company's Common Stock will
become eligible for trading on the OTC Bulletin Board.

Founded in 1994, Titan Motorcycle Co. of America is a premier designer,
manufacturer and distributor of high-end, American-made, V-twin engine
motorcycles marketed under various Titan trademarks. Titan's unique, hand-built
configurations, including the Gecko(TM), Roadrunner(TM), Sidewinder(TM), and
Phoenix(TM), represent the finest available in custom-designed, volume-produced,
performance motorcycles. Manufactured at the company's corporate headquarters
and manufacturing facility, and available with a variety of customized options
and designs, Titan's large displacement motorcycles are sold through a network
of over 80 domestic and international dealers.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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