As filed with the Securities and Exchange Commission on May 8, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
POLARIS INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Minnesota | | 41-1790959 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
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2100 Highway 55 Medina, Minnesota | | 55340 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Polaris Inc. 2007 Omnibus Incentive Plan
(As Amended and Restated April 30, 2020)
(Full Title of the Plan)
Lucy Clark Dougherty
SVP - General Counsel, Secretary and Chief Compliance Officer
Polaris Inc.
2100 Highway 55
Medina, Minnesota 55340
(Name and Address of Agent for Service)
Telephone number, including area code, of agent for service: (763) 542-0500
Copies to:
Amy C. Seidel
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
(612) 766-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x Accelerated Filer ¨ Non-accelerated Filer ¨
Smaller Reporting Company ¨ 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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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| Title of Securities To Be Registered | Amount To Be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee |
| Common Stock, $.01 par value | 3,450,000 shares | $65.89 | $227,320,500 | $29,506.21 |
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| (1) | This Registration Statement includes, in addition to the number of shares stated above, an indeterminate number of additional shares that may be issued pursuant to the provisions of the plan described herein as the result of any future stock split, stock dividend, or similar adjustment of Polaris Inc.’s outstanding common stock, par value $.01 per share (the “Common Stock”), in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). |
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| (2) | Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act based on the average of the high and low sale prices per share of the Registrant’s Common Stock as quoted on the New York Stock Exchange on May 4, 2020. |
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8 under the Securities Act, this Registration Statement is filed to register 3,450,000 additional shares of the Common Stock of Polaris Inc., a Minnesota corporation (the “Registrant”), reserved for issuance for all awards granted under the Polaris Inc. 2007 Omnibus Incentive Plan (as amended and restated, the “Omnibus Plan”).
An aggregate of 25,160,472 shares (after giving effect to a two-for-one stock split effective September 12, 2011) of the Registrant’s Common Stock under the Omnibus Plan was previously registered pursuant to a Registration Statement on Form S-8 (No. 333-147799) filed with the Securities and Exchange Commission (“SEC”) on December 3, 2007, a Registration Statement on Form S-8 (No. 333-161919) filed with the SEC on September 15, 2009, a Registration Statement on Form S-8 (No. 333-174159) filed with the SEC on May 12, 2011, a Registration Statement on Form S-8 (No. 333-207631) filed with the SEC on October 27, 2015, and a Registration Statement on Form S-8 (No. 333-231067) filed with the SEC on April 26, 2019. Such Registration Statements are currently effective and the contents thereof are incorporated herein by reference except to the extent that such content is superseded by the items appearing below.
PART II
Item 5. Interests of Named Experts and Counsel.
Faegre Drinker Biddle & Reath LLP has given an opinion on the validity of the shares being registered by this Registration Statement. Faegre Drinker Biddle & Reath LLP does not have an interest in the Registrant of the type specified in Item 509 of Regulation S-K.
Item 8. Exhibits.
EXHIBIT INDEX
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| No. | | Description | | Manner of Filing |
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| | Restated Articles of Incorporation of Polaris Inc., effective July 29, 2019 | | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 29, 2019 |
| | Bylaws of Polaris Inc., as amended and restated on July 29, 2019 | | Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 29, 2019 |
| | Opinion of Faegre Drinker Biddle & Reath LLP, counsel for the Registrant | | Filed electronically herewith |
| | Consent of Faegre Drinker Biddle & Reath LLP | | Included in Exhibit 5 |
| | Consent of Independent Registered Public Accounting Firm | | Filed electronically herewith |
| | Power of Attorney | | Filed electronically herewith |
| | Polaris Inc. 2007 Omnibus Incentive Plan, as amended and restated effective April 30, 2020 | | Incorporated by reference to Annex A to the Company’s Proxy Statement for the 2020 Annual Meeting of Shareholders filed March 13, 2020 |
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Medina, state of Minnesota, on May 8, 2020.
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| POLARIS INC. |
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| By: | | /s/Louis B. Lambert |
| | | Louis B. Lambert |
| | | Senior Asst. General Counsel and Asst. Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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| Signature | Title | Date |
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| /s/Scott W. Wine | Chairman and Chief Executive Officer (Principal Executive Officer) | May 8, 2020 |
| Scott W. Wine | |
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| /s/Michael T. Speetzen | Executive Vice President — Finance and Chief Financial Officer (Principal Financial and Accounting Officer) | May 8, 2020 |
| Michael T. Speetzen | |
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| * | Director | May 8, 2020 |
| George W. Bilicic | | |
| * | Director | May 8, 2020 |
| Annette K. Clayton | | |
| * | Director | May 8, 2020 |
| Kevin M. Farr | | |
| * | Director | May 8, 2020 |
| Gary E. Hendrickson | | |
| * | Director | May 8, 2020 |
| Gwenne A. Henricks | | |
| * | Director | May 8, 2020 |
| Bernd F. Kessler | | |
| * | Director | May 8, 2020 |
| Lawrence D. Kingsley | | |
| * | Director | May 8, 2020 |
| Gwynne E. Shotwell | | |
| * | Director | May 8, 2020 |
| John P. Wiehoff | | |
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| *By: | /s/Louis B. Lambert | | May 8, 2020 |
| | Louis B. Lambert Attorney-in-Fact | | |
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| * | Louis B. Lambert, pursuant to Powers of Attorney executed by each of the officers and directors listed above whose name is marked by an “*” and filed as an exhibit hereto, by signing his name hereto does hereby sign and execute this Registration Statement of Polaris Inc., or any amendment thereto, on behalf of each of such officers and directors in the capacities in which the names of each appear above. |
