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United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

or

Commission File number: 0-22048

STARCRAFT CORPORATION

(Exact name of registrant as specified in its charter)

Post Office Box 1903, 1123 South Indiana Avenue, Goshen, Indiana 46526

(Address of principal executive offices)

Registrant’s telephone number, including area code: (574) 534-7827

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

None

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

Common Stock, without par value

Common Share Purchase Rights

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is an accelerated, filer (as defined in rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the issuer’s voting common stock held by non-affiliates, as of October 3, 2004, was $31,135,000.

The number of shares of the registrant’s common stock, without par value, outstanding as of December 1, 2004, was 8,968,691 shares.

Documents Incorporated by Reference

Table of Contents

STARCRAFT CORPORATION

Form 10-K

Index

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PART I

ITEM 1. BUSINESS

OVERVIEW

Starcraft Corporation, an Indiana corporation founded in 1990, including Tecstar, LP, Tecstar Manufacturing Canada Limited, and Wheel to Wheel, LLC (the “Company” or “Starcraft”), is a second-stage manufacturer of motor vehicles, primarily pick-up trucks and sport utility vehicles. The business also has engineering and design capabilities for concept vehicles, and distributes automotive accessories through a dealer network. The Company became a public company in July 1993, and its shares are currently trading on the NASDAQ SmallCap Market under the ticker symbol “STCR.”

BACKGROUND

Starcraft traces its name to 1903 when Star Tank Company was founded in Goshen, Indiana as a maker of metal farm equipment, then became a leading manufacturer of aluminum boats and recreational vehicles and, finally, led the automotive conversion industry by producing luxury van conversions for middle and upper income consumers. In January 1991, the Company purchased certain of the assets of the automotive and recreational vehicle divisions, including intellectual property, from a group of companies in a consolidated bankruptcy proceeding. Starcraft simultaneously sold the recreational vehicle assets to a third party.

In July 1994, a Starcraft subsidiary acquired substantially all of the assets of Imperial Industries, Inc., another conversion vehicle manufacturer. In February 1997, another Starcraft subsidiary purchased the assets of National Mobility Corporation in Elkhart, Indiana, a manufacturer of vehicles for the mobility impaired. In February 1998, a Starcraft subsidiary started manufacturing and marketing commercial shuttle buses. In May 2001, the Starcraft subsidiary sold its van conversion business, and in August 2001, the other Starcraft subsidiary sold the bus and mobility business. The results of the sale of these two businesses are recorded in the Company’s financial statements as discontinued operations in fiscal 2001.

In October 1998, the Company, with a partner, Wheel to Wheel, Inc. (“Wheel to Wheel”), started an OEM Automotive Supply business now known as Tecstar, L.P. The primary purpose of this business is to provide final exterior and interior assemblies on vehicles directly to the OEM automobile manufacturers. In May 2002, Starcraft and Wheel to Wheel started Tecstar Manufacturing Canada Limited (“Tecstar Canada”), an OEM Automotive Supply business similar to Tecstar, L.P. We refer to Tecstar, L.P. and Tecstar Canada collectively as “Tecstar.” In October 2003, the Company, along with Wheel to Wheel, started Tarxien Automotive Products Limited (“Tarxien”), an OEM compliant painting and plastic injection molding business.

In January 2004, the Company acquired Wheel to Wheel, its partner in Tecstar and Tarxien. As a result, the Company owns directly or indirectly 100% of the equity interests in Tecstar and Wheel to Wheel.

SUBSEQUENT EVENT

On November 23, 2004, the Company entered into an Agreement and Plan of Merger whereby Quantum Fuel Systems Technologies Worldwide Inc. (“Quantum”) will acquire all of the outstanding shares of Starcraft Corporation in a tax-free stock-for-stock exchange valued at approximately $185 million at announcement, including the assumption of debt and other consideration. Under the terms of the definitive Agreement and Plan of Merger, each Starcraft shareholder will receive 2.341 shares of Quantum common stock for every share of Starcraft common stock. Refer to Item 7 for additional detail regarding this proposed merger.

BUSINESS

In 1998, the Company started a new operation with Wheel to Wheel to supply conversion vehicle type products directly to OEM automotive customers as a Tier 1 automotive supplier named Tecstar. In 2002, the

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Company invested in a similar operation in Tecstar Canada, Oshawa, Ontario, Canada with Wheel to Wheel. In January 2004, the Company acquired Wheel to Wheel and now directly or indirectly owns 100% of Tecstar. Tecstar’s business is OEM automotive supply and is the primary driver of the Company’s financial results. All of Tecstar’s OEM Automotive Supply sales in 2004, 2003 and 2002 were to General Motors Corporation (“GM”) and its subsidiaries.

Tecstar’s strategy is to provide OEM’s with faster time to market, less costly, high quality exterior and interior appearance packages. At October 3, 2004, Tecstar operated four manufacturing facilities in close proximity to the OEM vehicle assembly plants. Each facility is QS 9001 registered. Tecstar also operates a parts distribution operation supplying parts for the H2 Hummer to OEM dealers, and wheels for trucks and SUV’s to OEM dealers.

Tecstar receives vehicle chassis from the OEM and adds certain appearance items such as ground effects, wheels and badging. Chassis are provided by the OEM on a drop-ship basis and are not included in the sales of the Company. After completing the final appearance assembly work, the vehicles are placed back into the normal OEM distribution stream. The vehicles carry the full OEM warranty and are marketed directly by the OEM through its dealerships. Tecstar engineers and validates the products to OEM standards. Programs range from two to five years and are backed by contractual agreements with the OEM. A summary of contract lengths and sales is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7 of this report. Tecstar provides a limited warranty of its products to the OEM, which is substantially the same as the OEM warranty provided to the OEM’s retail customers.

The major domestic market for Tecstar’s products is highly competitive. Competition is based primarily on price, product engineering and performance, technology, quality and overall customer service, with the relative importance of such factors varying among products. Tecstar’s global competitors include a large number of other well-established independent manufacturers.

The Company’s sales are directly impacted by the size of the automotive industry and GM’s market share. Further, GM periodically reduces production or closes plants for several months for model changeovers. During the fourth quarter of fiscal year 2000 and continuing into the second quarter of fiscal 2001, one of the Company’s manufacturing facilities was substantially shut down as a result of a GM vehicle model changeover. This adversely affected the Company’s 2000 and 2001 financial results. The facility was back in production in the third quarter of fiscal 2001. Accordingly, a decline in sales in the automotive market or in GM’s automotive sales, or production cutbacks and plant shut downs for model changeovers by GM, could have an adverse impact on the Company’s sales and profits. Sales are subject to long-term contracts with GM, which, at its option, may extend or reduce the terms of such contracts depending upon market conditions and chassis manufacturing plans. Continued sales and growth of this segment is subject to the Company’s ability to continue to satisfactorily perform and to obtain such contracts over time.

At October 3, 2004, Tecstar’s backlog of firm orders was $4.8 million compared with a backlog of $4.3 million at September 28, 2003. The increase in backlog is primarily due to the addition of the Ontario, Canada operation in 2003. Tecstar utilizes an internal sales force and independent manufacturer representatives to market and sell its services.

PATENTS AND TRADEMARKS

Other companies have manufactured conversion vehicles, boats, motor homes and other recreational vehicles under the name “Starcraft.” In 1991 Starcraft acquired certain of the assets of the van conversion business, and recreational vehicle business, from a group of companies in a consolidated bankruptcy proceeding. The sale included intellectual property rights. Starcraft immediately sold the recreational vehicle assets to an unrelated RV company. Prior to the 1991 sale to Starcraft, another corporation in the boating industry had purchased marine business assets and related intellectual property, and independently registered the “Starcraft”

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mark and related trademarks for use with boats and marine products. Starcraft has no control over the quality of boats produced and sold under the “Starcraft” mark. Starcraft retains ownership of “Starcraft” and related registered marks for use with automotive products, recreational vehicle products, conversion vans, shuttle buses and mobility vans. It licenses the use of the “Starcraft” brand to the owners of the Starcraft RV business, as well as the owners of the former conversion vehicle and bus and mobility businesses. While license agreements reserve some control over the quality of licensees’ products, Starcraft does not have control over a licensee’s business operations. The amended license agreement for the owner of the conversion vehicle business requires payment of a license fee of $100 for each conversion vehicle unit sold for the calendar year 2005, and thereafter, provided, however, for calendar years 2007 and 2008 a guaranteed minimum license fee of $146,500 for year 2007 and $70,700 for 2008 shall be due.

MANUFACTURING

OEM second stage manufacturing facilities have been established in Louisiana, Texas and New Jersey in the United States and in Oshawa, Ontario, Canada. The New Jersey facility will be shutdown the first quarter of fiscal 2005. All facilities are located near GM assembly plants. Tecstar also has an engineering center, corporate office and parts distribution operations near Detroit, Michigan. In addition, Tecstar operates a tooling and plastics manufacturer in Rochester Hills, Michigan and a paint and injection plastics molder in Ontario, Canada. Wheel to Wheel operates an administrative, engineering and concept vehicle development facility in Troy, Michigan and also has a powertrain facility in Madison Heights, Michigan.

Substantially all components for the business are purchased from outside suppliers. The Company does supply various painted parts and plastic parts internally from its Canadian paint facility and its plastics manufacturer in Rochester Hills. The primary raw material used in the components is plastic, which the Company believes is readily available from several sources. One of Tecstar’s primary plastics vendors has experienced some financial difficulties. To date, minimal supply problems have been encountered. However, to mitigate any potential supply disruptions, Tecstar has established relationships with additional suppliers. The Company’s products are generally produced to firm orders and are designed and engineered by the Company. However, from time to time the Company may experience delays in delivery of certain components or materials from suppliers.

SAFETY AND REGULATION

The manufacture, distribution and sale of the Company’s products are subject to governmental regulations in the United States at the federal, state and local levels. The most extensive regulations are promulgated under the National Traffic and Motor Vehicle Safety Act, which, among other things, empowers the National Highway Traffic Safety Administration (“NHTSA”) to require a manufacturer to remedy certain “defects related to motor vehicle safety” or vehicles that fail to conform to all applicable federal motor vehicle safety standards.

Federal Motor Vehicle Safety Standards are promulgated by the NHTSA. Many of the Company’s components are affected by these standards. The Company engages various testing companies, which also perform testing for NHTSA, to test certain of the Company’s components. The Company believes that its components subject to these standards meet or exceed applicable standards. Promulgation of additional safety standards in the future could require the Company to incur additional testing and engineering expenses which could adversely affect the Company’s results of operations. NHTSA can require automotive manufacturers to recall products. The Company has not experienced any material recalls.

The Company’s international sales are subject to foreign tariffs and taxes, changes in which are difficult to predict and which can adversely affect sales. Starcraft’s products must also comply with government safety standards imposed in its foreign markets.

Both federal and state authorities have various environmental control standards relating to air, water and noise pollution that affect the business and operations of the Company. The Company believes that it has

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complied in all material respects with applicable environmental regulations and standards and does not currently expect that any failure of compliance will have any material adverse effect on the Company.

Like other automotive manufacturers, the Company may be subject to claims that its products caused or contributed to damage or injury sustained in vehicle accidents or may be required to recall products deemed to contain defects related to motor vehicle safety. Any such claims in excess of the Company’s insurance coverage or material product recall expenses could adversely affect the Company’s financial condition and results of operations.

EMPLOYEES

As of October 3, 2004, the Company employed 601 people. Of these, 434 were production line associates and 167 were salaried sales, engineering and administrative staff. In addition to its employee personnel, Tecstar utilized 91 contract laborers in its plants. During peak production periods, the Company may increase its work force. Historically, the available labor force has been adequate to meet such periodic requirements. The Company considers its relationships with its personnel to be satisfactory.

ITEM 2. PROPERTIES

The following table summarizes the Company’s properties as of October 3, 2004:

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ITEM 3. LEGAL PROCEEDINGS

The Company does not anticipate that any pending legal proceeding to which it is party will have any material adverse effect on its financial condition or results of operations. The Company maintains product liability insurance which it currently considers adequate.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Starcraft’s common stock is quoted on the NASDAQ SmallCap Market. As of October 3, 2004, there were 53 shareholders of record of Starcraft’s common stock. The Company believes its shares are owned beneficially by approximately 2,287 beneficial owners.

The following table sets forth the high and low daily sales prices for Starcraft common stock for the periods indicated as quoted on the NASDAQ.

Dividend Policy. During the second quarter of fiscal 2004, the Company declared and issued a 5% common stock dividend. As a result, the Company issued 421,539 additional shares of common stock. The Company has paid no cash dividends since its initial public offering. The Company currently intends to retain earnings for use in the operation and expansion of its business and, therefore, does not anticipate paying cash dividends on Common Stock in the foreseeable future. The payment of dividends is within the discretion of the Board of Directors and will be dependent, among other things, upon earnings, capital requirements, any financing agreement covenants and the financial condition of the Company.

Anti-Takeover Provisions. Indiana law and the Company’s Articles of Incorporation and Code of By-laws contain provisions that restrict the acquisition of control of the Company. Such provisions can affect the rights of shareholders acquiring substantial interests in the Company’s shares. For example, a shareholder who acquires more than 10% of the Company’s shares without prior board approval will be limited in the timing and terms of any transaction it may enter into with the Company and will be subject to related provisions.

SHAREHOLDER RIGHTS PLAN

In August 1997, the Company adopted a Shareholders Rights Plan issuing one right for each outstanding share of common stock. Each right entitles the registered holder to purchase from the Company one share of common stock at $15 per share, subject to adjustment. The rights become exercisable if a person or group (other than certain related persons) acquires or announces a tender offer for prescribed percentages of the Company’s

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shares or is declared an “adverse person” by the Company’s Board of Directors. In these events, each right holder may purchase shares with a value equal to twice the exercise price. Furthermore, if the Company engages in certain mergers or similar business combinations a right holder may purchase shares of the acquiring company with a value of two times the purchase price of the right. The rights expire on August 12, 2007.

On November 23, 2004, the Company amended the Rights Plan so that it will not apply to the transaction with Quantum.

SALES OF UNREGISTERED SECURITIES

The Company had no sales of unregistered securities that have not been reported previously.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes the number of shares issuable under Starcraft’s equity compensation plans, the weighted-average exercise price and the number of shares available for issuance, as of October 3, 2004.

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ITEM 6. SELECTED FINANCIAL DATA