As filed with the Securities and Exchange Commission on January 11, 2000
Registration No. 333-_________
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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POLARIS INDUSTRIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 41-1790959
(state or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
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1225 Highway 169 North
Minneapolis, Minnesota 55441
(Address, including zip code, of registrant's principal executive offices)
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POLARIS 401(k) RETIREMENT SAVINGS PLAN
(Full title of the plan)
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Michael W. Malone, Vice President--Finance,
Chief Financial Officer, and Secretary
Polaris Industries Inc.
1225 Highway 169 North
Minneapolis, Minnesota 55441
(612) 542-0500
(Name, address, including zip code and telephone number, including area code,
of agent for service)
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COPY TO:
James C. Melville
Kaplan, Strangis and Kaplan, P.A.
5500 Norwest Center, 90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 375-1138
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered(1) Offering Price per Aggregate Offering Registration Fee
Share(2) Price
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock Par
Value $.01 700,000 shares(1) $33.53 $23,471,000 $6,196.34
Interests in Plan(3) N/A(3) N/A N/A N/A
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
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(1) Estimated maximum aggregate number of shares of Polaris
Industries Inc. (the "Company") common stock, $.01 par value (the "Common
Stock") purchasable with employee and employer contributions under the Plan
during the next 36 months. The number of shares of Common Stock stated above
may be adjusted in accordance with the provisions of the Plan in the event
that, during the period the Plan is in effect, there is effected any increase
or decrease in the number of issued shares of Common Stock resulting from a
subdivision or consolidation of shares or the payment of a stock dividend or
any other increase or decrease in the number of shares effected without
receipt of consideration by the Company. Accordingly, this Registration
Statement covers, in addition to the number of shares of Common Stock stated
above, an indeterminate number of shares which by reason of any such events
may be issued in accordance with the provisions of the Plan.
(2) Estimated by the registrant solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933, as amended (the "Securities Act") and is based upon the average
of the high and low prices of the Common Stock as reported on the New York
Stock Exchange on January 7, 2000.
(3) Pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. In
accordance with Rule 457(h)(2) under the Securities Act no separate fee
calculation is made for plan interests.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus to be sent or given to participants in the Polaris 401(k)
Retirement Savings Plan (the "Plan") is omitted from the Registration Statement
in accordance with Rule 428(b)(1) under the Securities Act, and the Note to Part
I of Form S-8.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities
and Exchange Commission (the "Commission") by the Company, are hereby
incorporated by reference in this Registration Statement:
(a) The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, filed with the Commission,
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Company's Annual Report referred to in (a) above.
(c) A description of the Company's Common Stock contained in
the Company's Registration Statement on Form S-4, Registration No.
33-55769 filed with the Commission on September 30, 1994, including
Amendment No. 1 filed on November 10, 1994 and Amendment No. 2 filed on
November 21, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, are deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof and thereof from the date of filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is, or is deemed to
be, incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares offered will be passed upon for the
Company by Kaplan, Strangis and Kaplan, P.A., Minneapolis, Minnesota. Andris
A. Baltins, a member of the Board of Directors of the Company, is also a
member of the law firm Kaplan, Strangis and Kaplan, P.A. Members of such firm
beneficially own an aggregate of 54,956 shares of the Company's Common
Stock. This represents less than 1% of the currently outstanding voting
shares.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Minnesota law, the Company's Articles of
Incorporation provide that directors of the Company shall not be personally
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) relating to prohibited dividends or
distributions or the repurchase or redemption of stock, or (iv) for any
transaction from which the director derives an improper personal benefit.
The Company is required by Minnesota law to indemnify all officers
and directors of the Company for expenses and liabilities (including
attorneys' fees) incurred as the result of proceedings against them in
connection with their capacities as officers or directors. In order to be
entitled to indemnification with respect to a purported act or omission, an
officer or director must (i) have acted in good faith, (ii) have received no
improper personal benefit, (iii) in the case of a criminal proceeding, have
had no reasonable cause to believe the conduct to be unlawful, and (iv) have
reasonably believed that the conduct was in the best interests of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of Polaris Industries Inc., as
amended, incorporated by reference to Exhibit 3(a) to the
Company's Registration Statement on Form S-4 (No. 33-55769)
(the "Form S-4").
4.2 Bylaws of the Company, incorporated by reference to Exhibit
3(b) to the Form S-4.
5.1 Opinion of Kaplan, Strangis and Kaplan, P.A.
5.2 Internal Revenue Service Determination Letter dated October
27, 1997
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kaplan, Strangis and Kaplan, P.A. (included in
Exhibit 5.1)
24.1 Powers of Attorney
99.1 Polaris 401(k) Retirement Savings Plan as amended through
April 1, 1999
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99.2 Trust Agreement dated as of April 1, 1999, between Polaris
Industries Inc. and Fidelity Management Trust Company, as
supplemented by the First Amendment dated as of May 15, 1999
and the Second Amendment dated as of July 1, 1999.
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In connection with Exhibit 5.2, the Registrant hereby undertakes
that it will submit or has submitted the Plan and any amendment thereto to
the Internal Revenue Service in a timely manner and has made or will make all
changes required by the IRS in order to qualify the Plan under Section 401 of
the Internal Revenue Code of 1986, as amended.
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);
(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 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
Commission 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;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply to information required to be
included in a post-effective amendment by those
paragraphs which are contained in periodic reports
filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration
Statement.
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(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.
(b) The undersigned registrant hereby undertakes 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 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 this 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 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 Commission 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, as amended, 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 Minneapolis, State of Minnesota, on
January 11, 2000.
POLARIS INDUSTRIES INC.
By: /s/ W. Hall Wendel, Jr.
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W. Hall Wendel, Jr.
Chairman of the Board
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ W. Hall Wendel, Jr. Chairman of the Board and January 11, 2000
- ------------------------------------ Director
W. Hall Wendel, Jr.
/s/ Thomas C. Tiller President, Chief Executive January 11, 2000
- ------------------------------------ Officer and Director
Thomas C. Tiller (Principal Executive Officer)
/s/ Michael W. Malone Vice President - Finance, January 11, 2000
- ------------------------------------ Chief Financial Officer and
Michael W. Malone Secretary
(Principal Financial and
Accounting Officer)
* Director January 11, 2000
- ------------------------------------
Andris A. Baltins
* Director January 11, 2000
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Raymond J. Biggs
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* Director January 11, 2000
- ------------------------------------
Beverly F. Dolan
* Director January 11, 2000
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Robert S. Moe
* Director January 11, 2000
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Gregory R. Palen
* Director January 11, 2000
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Bruce A. Thomson
* Director January 11, 2000
- ------------------------------------
Stephen G. Shank
By: /s/ W. Hall Wendel, Jr. January 11, 2000
--------------------------------
W. Hall Wendel, Jr.
Attorney-in-Fact
- ----------------------------
W. Hall Wendel, Jr., on his own behalf and pursuant to Powers of Attorney,
dated prior to the date hereof, attested by the directors listed above and
filed with the Securities and Exchange Commission, by signing his name hereto
does hereby sign and execute this Registration Statement of Polaris
Industries Inc., or amendment thereto, on behalf of each of the directors
named above.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on
January 11, 2000.
Polaris 401(k) Retirements Savings Plan
By the Members of the 401(k) Retirement
Committee as Plan Administrator
/s/ Thomas C. Tiller
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Thomas C. Tiller
/s/ Michael W. Malone
-----------------------------------
Michael W. Malone
/s/ John B. Corness
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John B. Corness
/s/ Scott Swenson
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Scott Swenson
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION METHOD OF FILING
- -------------- ----------- ----------------
4.1 Articles of Incorporation Incorporated by reference to Exhibit
3(a) to the Company's Registration
Statement on Form S-4 (No. 33-55769)
(the "Form S-4")
4.2 Bylaws Incorporated by reference to Exhibit 3(b)
to the Form S-4
5.1 Opinion of Kaplan, Strangis and Kaplan, P.A. Filed herewith electronically
5.2 Internal Revenue Service Determination Letter Filed herewith electronically
dated October 27, 1997
23.1 Consent of Arthur Andersen LLP Filed herewith electronically
23.2 Consent of Kaplan, Strangis and Kaplan, P.A. Included in Exhibit 5.1
24.1 Powers of Attorney Filed herewith electronically
99.1 Polaris 401(k) Retirement Savings Plan as amended Filed herewith electronically
through dated April 1, 1999
99.2 Trust Agreement dated as of April 1, 1999, Filed herewith electronically
between Polaris Industries Inc. and Fidelity
Management Trust Company, as supplemented by the
First Amendment dated as of May 15, 1999 and the
Second Amendment dated as of July 1, 1999.
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