As filed with the Securities and Exchange Commission on May 10, 1996
Registration No. 33-51563
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE TORO COMPANY
(Exact name of issuer as specified in its charter)
Delaware 41-0580470
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
8111 Lyndale Avenue South
Bloomington, Minnesota 55420
(Address of principal executive offices) (Zip Code)
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THE TORO COMPANY
1993 STOCK OPTION PLAN
(Full title of the plan)
J. Lawrence McIntyre, Esquire
Vice President, Secretary and General Counsel
The Toro Company
8111 Lyndale Avenue South
Bloomington, Minnesota 55420
Telephone number : (612) 888-8801
(Name, address and telephone number of agent for service)
Copy to:
Helen P. Starr
Attorney at Law
6010 33rd Street, N.W.
Washington, D.C. 20015-1606
CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
securities to be registered maximum maximum registration fee
be registered offering aggregate
price per offering
share price
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Common Stock, 600,000 shares(b) $31.75(c) $19,050,000(c) $6,569(d)
par value $1.00 per
share (a)
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(a) Each share of Common Stock has attached thereto one Preferred Share
Purchase Right. Value attributable to such Rights, if any, is reflected in
the market price of the Common Stock.
(b) An indeterminate number of shares will be issued from time to time to
participants in the Plan.
(c) Estimated solely to calculate the registration fee, pursuant to Rule 457(c)
on the basis of the average of the high and low prices on the New York
Stock Exchange on May 7, 1996 as reported in THE WALL STREET JOURNAL.
(d) Restricted fee to be applied to account number 737758.
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INCORPORATION BY REFERENCE
This Amendment No. 1, filed pursuant to Instruction E of Form S-8, relates
to Registrant's Registration Statement on Form S-8 (No. 33-51563), filed with
the Securities and Exchange Commission on December 17, 1993. Under that
Registration Statement, Registrant registered 1,000,000 shares of Common Stock
for issuance in connection with The Toro Company 1993 Stock Option Plan (the
"Plan"). This Amendment No. 1 increases to 1,600,000 shares the total number of
shares registered for issuance under the Plan.
The contents of Registrant's Registration Statement on Form S-8 (No. 33-
51563) are incorporated by reference in this Amendment No. 1.
AMENDMENT OF PLAN
On March 12, 1996, the stockholders of Registrant approved amendments to
the Plan to increase the number of shares of Common Stock that may be issued
under the Plan from 1,000,000 to 1,600,000, subject to adjustment to reflect
changes in the corporate or capital structure of Registrant, and to ensure that
stock options granted under the Plan continue to qualify as performance-based
compensation for federal income tax purposes.
As permitted by the instructions to Form S-8, this Amendment No. 1 to
Registrant's Registration Statement on Form S-8 omits the information specified
in Part I of that form.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
23 Consent of KPMG Peat Marwick LLP.
99 Additional Exhibits:
The Toro Company 1993 Stock Option Plan, as amended and restated.
II-1
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
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bloomington, State of
Minnesota on the 10th day of May, 1996.
THE TORO COMPANY
(Registrant)
By: J. LAWRENCE MCINTYRE
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J. Lawrence McIntyre, Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
KENDRICK B. MELROSE Chairman, Chief Executive May 10, 1996
- ------------------- Officer, President and Director
Kendrick B. Melrose (Principal Executive Officer)
* Vice President Finance May 10, 1996
- ------------------- and Chief Financial Officer
Gerald T. Knight (Principal Financial Officer)
* Vice President and Controller May 10, 1996
- ------------------- (Principal Accounting Officer)
Randy B. James
- ------------------- Director May , 1996
Ronald O. Baukol
- ------------------- Director May , 1996
Robert C. Buhrmaster
- ------------------- Director May , 1996
Janet K. Cooper
* Director May 10, 1996
- -------------------
William W. George
* Director May 10, 1996
- -------------------
Alex A. Meyer
* Director May 10, 1996
- -------------------
Robert H. Nassau
* Director May 10, 1996
- -------------------
Dale R. Olseth
* Director May 10, 1996
- -------------------
Edwin H. Wingate
* By KENDRICK B. MELROSE
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Kendrick B. Melrose
ATTORNEY-IN-FACT
May 10, 1996
EXHIBIT LIST
EXHIBIT CONSECUTIVELY
NUMBER DESCRIPTION NUMBERED PAGE
23 Consent of KPMG Peat Marwick LLP.
99 Additional Exhibits:
The Toro Company 1993 Stock Option Plan, as
amended and restated.