Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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OSHKOSH TRUCK CORPORATION
(Exact name of Company as specified in its charter)
Wisconsin 39-0520270
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin 54903
(Address of principal executive offices) (Zip Code)
Oshkosh Truck Corporation 1990 Incentive Stock Plan
(Full title of the plan)
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Timothy M. Dempsey, Esq. Copy to:
Executive Vice President, Secretary
and General Counsel Michael W. Grebe, Esq.
Oshkosh Truck Corporation Foley & Lardner
2307 Oregon Street 777 East Wisconsin Avenue
P. O. Box 2566 Milwaukee, Wisconsin 53202
Oshkosh, Wisconsin 54903 (414) 271-2400
(902) 235-9151
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered(1) Per Share Price Registration Fee
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Common Stock,
$.01 par value 900,000 shares $53.435(2) $48,091,500(2) $4,424,42
Preferred Share
Purchase Rights 600,000 rights (3) (3) (3)
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers an
indeterminate number of additional shares of Common Stock (and related Preferred Share Purchase Rights)
that may become issuable as a result of stock splits, stock dividends, or similar transactions pursuant
to the anti-dilution provisions of the 1990 Incentive Stock Plan.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, solely for the purposes of
calculating the registration fee based on the average of the high and low prices of Oshkosh Truck
Corporation Common Stock on the Nasdaq National Market on March 1, 2002.
(3) The value attributable to the Preferred Share Purchase Rights is reflected in the market price of the
Common Stock to which the Rights are attached.
STATEMENT PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
The purpose of this Registration Statement is to register 900,000
additional shares of Common Stock, $.01 par value per share, and associated
Preferred Share Purchase Rights, of Oshkosh Truck Corporation (the "Company") in
connection with the Oshkosh Truck Corporation 1990 Incentive Stock Plan, as
amended.
Pursuant to General Instruction E of Form S-8, the contents of the
Company's Registration Statements on Form S-8 (Reg. Nos. 333-81681, 33-62687 and
33-38822), including the documents incorporated by reference therein, are
incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
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SIGNATURES
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 Oshkosh, State of Wisconsin, on this 7th day of
March, 2002.
OSHKOSH TRUCK CORPORATION
By: /s/Robert G. Bohn
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Robert G. Bohn
Chairman, President and
Chief Executive Officer
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 dates indicated. Each person whose signature appears below
constitutes and appoints Robert G. Bohn, Charles L. Szews and Timothy M.
Dempsey, and each of them individually, his or her attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
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/s/ Robert G. Bohn Chairman, President, March 7, 2002
- -------------------------------- Chief Executive Officer
Robert G. Bohn and Director (Principal
Executive Officer)
/s/ Charles L. Szews Executive Vice President March 7, 2002
- -------------------------------- and Chief Financial Officer
Charles L. Szews (Principal Financial Officer)
/s/ Thomas J. Polnaszek Vice President and March 7, 2002
- -------------------------------- Controller (Principal
Thomas J. Polnaszek Accounting Officer)
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Signature Title Date
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/s/ J. William Andersen Director March 7, 2002
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J. William Andersen
/s/ Daniel T. Carroll Director March 7, 2002
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Daniel T. Carroll
/s/ Richard M. Donnelly Director March 7, 2002
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Richard M. Donnelly
/s/ Donald V. Fites Director March 7, 2002
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Donald V. Fites
/s/ General Frederick M. Franks Director March 7, 2002
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General Frederick M. Franks, Jr.
/s/ Michael W. Grebe Director March 7, 2002
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Michael W. Grebe
/s/ Kathleen J. Hempel Director March 7, 2002
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Kathleen J. Hempel
/s/ J. Peter Mosling, Jr. Director March 7, 2002
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J. Peter Mosling, Jr.
/s/ Stephen P. Mosling Director March 7, 2002
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Stephen P. Mosling
/s/ Richard G. Sim Director March 7, 2002
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Richard G. Sim
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EXHIBIT INDEX
Exhibit No. Exhibit
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(4.1) Oshkosh Truck Corporation 1990 Incentive Stock Plan, as amended
(incorporated by reference to Exhibit 10.1 to the Company's Annual
Report on Form 10-K for the year ended September 30, 2001 (File No.
0-13886)).
(4.2) Form of Oshkosh Truck Corporation 1990 Incentive Stock Plan, as
amended, Nonqualified Stock Option Agreement (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement on
Form S-8 (Reg. No. 33-62687)).
(4.3) Form of Oshkosh Truck Corporation 1990 Incentive Stock Plan, as
amended, Nonqualified Director Stock Option Agreement (incorporated
by reference to Exhibit 4.3 to the Company's Registration Statement
on Form S-8 (Reg. No. 33-62687)).
(4.4) Restated Articles of Incorporation of Oshkosh Truck Corporation
(incorporated by reference to Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000 (File No.
0-13866)).
(4.5) Rights Agreement, dated as of February 1, 1999, between Oshkosh
Truck Corporation and U.S. Bank National Association (as successor
to Firstar Bank, N.A.) (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form 8-A, dated as of
February 1, 1999 (File No. 0-13886)).
(4.6) Indenture, dated February 26, 1998, among Oshkosh Truck Corporation,
the Subsidiary Guarantors and U.S. Bank National Association (as
successor to Firstar Bank, N.A.) (incorporated by reference to
Exhibit 4.2 to the Company's Current Report on Form 8-K dated
February 26, 1998 (File No. 0-13886)).
(4.7) First Supplemental Indenture, dated September 21, 2000, among the
Guaranteeing Subsidiaries, Oshkosh Truck Corporation, the other
Subsidiary Guarantors and U.S. Bank National Association (as
successor to Firstar Bank, N.A.), as trustee under the Indenture
(incorporated by reference to Exhibit 4.6 to the Company's Annual
Report on Form 10-K for the year ended September 30, 2001 (File No.
0-13886)).
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Exhibit No. Exhibit
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(4.8) Second Supplemental Indenture, dated October 30, 2000, among Medtec
Ambulance Corporation, Oshkosh Truck Corporation, the other
Subsidiary Guarantors and U.S. Bank National Association (as
successor to Firstar Bank, N.A.), as trustee under the Indenture
(incorporated by reference to Exhibit 4.7 to the Company's Annual
Report on Form 10-K for the year ended September 30, 2001 (File No.
0-13886)).
(4.9) Second Amended and Restated Credit Agreement, dated July 23, 2001,
among Oshkosh Truck Corporation, Bank of America, N.A., as Agent and
Swing Line Lender, Bank One, NA, as Syndication Agent, and the other
financial institutions party thereto (incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K, dated July
25, 2001 (File No. 0-13886)).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Ernst & Young LLP.
(23.3) Consent of Foley & Lardner (contained in Exhibit (5) hereto).
(24) Powers of Attorney (contained on the signature page hereto).
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