As filed with the Securities and Exchange Commission on November 7, 2023
Registration No. 333-
Delaware | | | 41-1790959 |
(State or Other Jurisdiction of Incorporation or Organization) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☐ |
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• | our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 17, 2023 (the “Annual Report”); |
• | our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2023, filed on April 25, 2023, for the quarterly period ended June 30, 2023, filed on July 25, 2023, and for the quarterly period ended September 30, 2023, filed on October 24, 2023; |
• | our Definitive Proxy Statement on Schedule 14A filed on March 15, 2023 (solely to the extent incorporated by reference into our Annual Report); and |
• | our Current Reports on Form 8-K filed on May 1, 2023, July 28, 2023, October 26, 2023, and November 7, 2023. |
• | the title of the debt securities; |
• | the price or prices (expressed as a percentage of the principal amount) at which the debt securities will be sold; |
• | any limit on the aggregate principal amount of such series of debt securities; |
• | the date or dates on which the debt securities will mature; |
• | the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates at which the debt securities will bear interest, if any, and the date from which any such interest will accrue; |
• | the times at which any such interest will be payable and any regular record dates; |
• | the terms and conditions, if any, on which a particular series of debt securities shall be convertible into or exchangeable for, shares of any class or classes of our capital stock or other securities or securities of a third party, including the price or prices or the rate or rates of conversion or exchange; |
• | the currency or currencies in which principal of and any interest on the debt security may be payable; |
• | if the currency for which debt securities may be purchased, or in which principal of and interest on the debt securities may be payable is at the purchaser’s election, the manner in which such an election may be made; |
• | the dates, if any, on which, and the price or prices at which, the debt securities may, pursuant to any mandatory or optional sinking fund provisions, be redeemed by us; |
• | the date, if any, after which, and the price or prices at which, the debt securities may, pursuant to any optional redemption provisions, be redeemed at our option or that of the holder of our debt security; and |
• | any other terms of the debt securities. |
Item 14. | Other Expenses of Issuance and Distribution |
SEC registration fee | | | $ (1) |
Legal fees and expenses | | | (2) |
Trustee’s fees and expenses | | | (2) |
Rating agency fees | | | (2) |
Accounting fees and expenses | | | (2) |
Printing expenses | | | (2) |
Miscellaneous | | | (2) |
Total | | | $ (2) |
(1) | Applicable SEC registration fees have been deferred in accordance with Rules 456(b) and 457(r) under the Securities Act, and are not estimable at this time. |
(2) | These fees are calculated based on the number of issuances and the amount of securities offered and accordingly cannot be estimated at this time. The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities. |
Item 15. | Indemnification of Directors and Officers |
Item 16. | Exhibits |
Item 17. | Undertakings |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after the effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(7) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(8) | To file an application for the purpose of determining the eligibility of the trustee to act under Subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Act. |
| | POLARIS INC. | |||||||
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| | By: | | | /s/ Robert P. Mack | ||||
| | | | Name: | | | Robert P. Mack | ||
| | | | Title: | | | Chief Financial Officer |
/s/ Michael T. Speetzen | | | /s/ Robert P. Mack |
Michael T. Speetzen Chief Executive Officer and Director (Principal Executive Officer) | | | Robert P. Mack Chief Financial Officer (Principal Financial and Accounting Officer) |
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/s/ John P. Wiehoff | | | /s/ George W. Bilicic |
John P. Wiehoff Chair of the Board (Director) | | | George W. Bilicic (Director) |
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/s/ Kevin M. Farr | | | /s/ Gary E. Hendrickson |
Kevin M. Farr (Director) | | | Gary E. Hendrickson (Director) |
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/s/ Gwenne A. Henricks | | | /s/ Darryl R. Jackson |
Gwenne A. Henricks (Director) | | | Darryl R. Jackson (Director) |
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/s/ Bernd F. Kessler | | | /s/ Lawrence D. Kingsley |
Bernd F. Kessler (Director) | | | Lawrence D. Kingsley (Director) |
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/s/ Gwynne E. Shotwell | | | |
Gwynne E. Shotwell (Director) | | |
Exhibit Number | | | Description of Exhibit |
1.1* | | | Form of Underwriting Agreement relating to the debt securities |
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| | Form of Indenture. | |
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| | Form of Debt Security (included in Exhibit 4.1). | |
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| | Opinion of Davis Polk & Wardwell LLP. | |
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| | Consent of Ernst & Young LLP. | |
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| | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). | |
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| | Power of Attorney of certain officers and directors of Polaris Inc. (included on the signature page of this registration statement). | |
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| | Form of T-1 Statement of Eligibility of Trustee. | |
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| | Filing Fee Table. |
* | To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of debt securities. |
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