Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
OSHKOSH TRUCK CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0520270
(State or other jurisdiction of (I.R.S. employer
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, as amended
(Full title of the plan)
R. Eugene Goodson Copy to:
Oshkosh Truck Corporation Michael W. Grebe, Esq.
2307 Oregon Street Foley & Lardner
P. O. Box 2566 777 East Wisconsin Avenue
Oshkosh, Wisconsin 54903 Milwaukee, Wisconsin 53202
(414) 235-9151 (414) 271-2400
(Name, address and telephone
number, including area code,
of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share Price (1) Fee
Class B Common 425,000 $14.25 $6,056,250 $2,089
Stock, $.01 par shares
value
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on
the average of the high and low prices for Oshkosh Truck Corporation
Class B Common Stock as reported on the NASDAQ National Market on
September 13, 1995.
__________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by Oshkosh
Truck Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") and are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994.
2. All other reports filed by the Company with the
Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since
September 30, 1994.
3. The description of the Company's Class B Common Stock
contained in its Registration Statement on Form 8-A, dated
September 25, 1985, and any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to such time as the Company files a
post-effective amendment to the Registration Statement indicating that all
securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Incorporated by reference in Item 3.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and By-Laws
of the Company, as amended, directors and officers of the Company are
entitled to mandatory indemnification from the Company against certain
liabilities and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding and (ii) in proceedings in which
the director or officer is not successful in the defense thereof, unless
(in the latter case only) it is determined that the director or officer
breached or failed to perform his duties to the Company and such breach or
failure constituted: (a) a willful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation
of the criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. It should also be noted that the Wisconsin Business
Corporation Law specifically states that it is the policy of Wisconsin to
require or permit indemnification in connection with a proceeding
involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status except in
circumstances paralleling those in subparagraphs (a) through (d) outlined
above.
The Company has purchased insurance as permitted by Wisconsin
law on behalf of directors and officers which may cover liabilities under
the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this registration statement:
Exhibit No. Exhibit
(4.1) Oshkosh Truck Corporation 1990 Incentive Stock Plan,
as amended (incorporated by reference to Exhibit 10.3
to the Company's Annual Report on Form 10-K for the
year ended September 30, 1994 (Commission File No. 0-
13886)).
(4.2) Form of Oshkosh Truck Corporation 1990 Incentive Stock
Plan, as amended, Nonqualified Stock Option Agreement.
(4.3) Form of Oshkosh Truck Corporation 1990 Incentive Stock
Plan, as amended, Nonqualified Director Stock Option
Agreement.
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (included in Exhibit 5
hereto)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
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 the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirement 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
September 15, 1995.
OSHKOSH TRUCK CORPORATION
By: /s/ R. Eugene Goodson
R. Eugene Goodson
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated. Each person whose signature appears below
constitutes and appoints R. Eugene Goodson, Robert G. Bohn and Timothy M.
Dempsey, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement and to file the same, with all exhibits thereto, and other
documents in connection herewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue hereof.
Name Title Date
/s/ R. Eugene Goodson Chairman of the Board, July 25, 1995
R. Eugene Goodson Chief Executive Officer
and Director (Principal
Executive Officer and
Principal Financial
Officer)
/s/ Robert G. Bohn President, Chief July 24, 1995
Robert G. Bohn Operating Officer and
Director
/s/ Peter F. Mueller Controller (Principal July 25, 1995
Peter F. Mueller Accounting Officer)
/s/ J. William Andersen Director July 24, 1995
J. William Andersen
/s/ Daniel T. Carroll Director July 24, 1995
Daniel T. Carroll
/s/ Timothy M. Dempsey Director and Secretary July 24, 1995
Timothy M. Dempsey
/s/ Michael W. Grebe Director July 24, 1995
Michael W. Grebe
/s/ James L. Hebe Director July 24, 1995
James L. Hebe
/s/ J. Peter Mosling, Jr. Director and Member of
J. Peter Mosling, Jr. Executive Committee July 24, 1995
/s/ Stephen P. Mosling Director and Member of
Stephen P. Mosling Executive Committee July 24, 1995
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Oshkosh Truck Corporation 1990 Incentive Stock Plan,
as amended (incorporated by reference to Exhibit 10.3
to the Company's Annual Report on Form 10-K for the
year ended September 30, 1994).
(4.2) Form of Oshkosh Truck Corporation 1990 Incentive
Stock Plan, as amended, Nonqualified Stock Option
Agreement.
(4.3) Form of Oshkosh Truck Corporation 1990 Incentive
Stock Plan, as amended, Nonqualified Director Stock
Option Agreement.
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (included in Exhibit 5
hereto)