As filed with the Securities and Exchange Commission on February 27, 1998
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
WINNEBAGO INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
IOWA 42-0802678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 152
FOREST CITY, IOWA 50436
(Address of principal executive offices) (Zip Code)
WINNEBAGO INDUSTRIES, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
RAYMOND M. BEEBE, VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
WINNEBAGO INDUSTRIES, INC.
P.O. BOX 152
FOREST CITY, IOWA
(515) 582-6808
(Name, address and telephone number, including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
WILLIAM M. LIBIT
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
(312) 845-3000
-------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
- ---------- ---------- ------------ ----- ---
Common Stock,
$.50 par value 2,000,000 Shares $10.50 $21,000,000 $6,195
================================================================================
(1) Pursuant to Rule 457(c) and (h), the proposed maximum offering price per
share and maximum aggregate offering price and amount of registration fee are
calculated based upon a price per share of $10.50, the average of the high
and low prices for the shares of Winnebago Industries, Inc. Common Stock as
reported by The New York Stock Exchange, Inc. on February 23, 1998.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Securities and
Exchange Commission (the "COMMISSION") by Winnebago Industries, Inc.
("WINNEBAGO" or the "REGISTRANT") pursuant to the Securities Exchange Act of
1934 ("1934 ACT") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
August 30, 1997 of Winnebago; and
(b) Quarterly Report on Form 10-Q for the quarter ended
November 29, 1997 of Winnebago; and
(c) The description of Winnebago's Common Stock which is
contained in the Forms 8-A pursuant to Section 12(b) of the 1934 Act
filed with the Commission on June 18, 1969 and June 16, 1971 (1934 Act
File No. 1-6403).
All documents subsequently filed by Winnebago pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates 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 into this Registration Statement and
to be a part hereof from the date of filing such documents.
ITEM 4. NOT APPLICABLE
ITEM 5. NOT APPLICABLE
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 490.851 and 490.856 of the Iowa Business Corporation Act gives
Iowa corporations the power to indemnify present and former directors and
officers under certain
circumstances. The Amended and Restated Articles of Incorporation of Winnebago
provide for indemnification by Winnebago of certain persons (including officers
and directors) in connection with any action, suit or proceeding brought or
threatened against such person by reason of his position with Winnebago or
service at the request of Winnebago. The Amended and Restated Articles of
Incorporation further provide that indemnification shall not be exclusive of any
rights to which those indemnified may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.
In addition, Winnebago maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision of
its Amended and Restated Articles of Incorporation and to insure its individual
directors and officers against certain obligations not covered by such
provisions.
ITEM 7. NOT APPLICABLE
ITEM 8. EXHIBITS
See List of Exhibits on page II-6 hereof.
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 in 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 (a)(1)(i) and (a)(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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each such
post-effective amendment and each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 therein, and the
offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) 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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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 Forest City, State of Iowa, on February 26, 1998.
WINNEBAGO INDUSTRIES, INC.
By: /s/ Fred G. Dohrmann
--------------------------------------
Fred G. Dohrmann
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Fred G. Dohrmann and Edwin F. Barker and each of them, his true and
lawful attorneys-in-fact and agents, with full power and substitution and
resubstitution for him in his name, place and stead, in any and all capacities
to sign any and all pre-effective and/or post-effective amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 26, 1998.
SIGNATURE TITLE
/s/ Fred G. Dohrmann Chairman of the Board,
------------------------- Chief Executive
Fred G. Dohrmann Officer and Director
(Principal executive officer)
/s/ Edwin F. Barker Vice President and
------------------------- Chief Financial Officer
Edwin F. Barker (Principal financial officer)
/s/ Brian J. Hrubes Controller
------------------------- (Principal accounting officer)
Brian J. Hrubes
/s/ Gerald E. Boman Director
-------------------------
Gerald E. Boman
/s/ Jerry N. Currie Director
-------------------------
Jerry N. Currie
/s/ John V. Hanson Director
-------------------------
John V. Hanson
/s/ Bruce D. Hertzke Director
-------------------------
Bruce D. Hertzke
/s/ Gerald C. Kitch Director
-------------------------
Gerald C. Kitch
/s/ Richard C. Scott Director
-------------------------
Richard C. Scott
/s/ Joseph M. Shuster Director
-------------------------
Joseph M. Shuster
/s/Frederick M. Zimmerman Director
-------------------------
Frederick M. Zimmerman
/s/ Francis L. Zrostlik Director
-------------------------
Francis L. Zrostlik
EXHIBIT PAGE NUMBER IN
NUMBER DESCRIPTION SEQUENTIAL
NUMBERING SYSTEM
4.1 Winnebago Industries, Inc. 1997 Stock Option Plan...............
5.1 Opinion of Chapman and Cutler...................................
23.1 Consent of Chapman and Cutler (included in Exhibit 5.1 hereto)..
23.2 Consent of Deloitte & Touche LLP................................
24.1 Power of Attorney (included on Page II-4 of this Registration
Statement)......................................................