AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1997
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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TENNANT COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0572550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 NORTH LILAC DRIVE 55440
P.O. BOX 1452 (Zip Code)
MINNEAPOLIS, MINNESOTA
(Address of principal executive offices)
TENNANT COMPANY
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
ROGER L. HALE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TENNANT COMPANY
701 NORTH LILAC DRIVE
P.O. BOX 1452
MINNEAPOLIS, MINNESOTA 55440
(Name and address of agent for service)
(612) 540-1200
(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 Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
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Common Stock,
par value
$.375 per 150,000
share Shares $30.375 $4,556,250 $1,380.69
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, as
amended, and based on the average of the high and low sale prices per share
of the registrant's Common Stock on June 4, 1997, as reported on the Nasdaq
National Market System.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed (File No. 0-4804) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their
respective dates, incorporated by reference in this Registration Statement:
(a) The Annual Report on Form 10-K of Tennant Company (the "Company") for
the fiscal year ended December 31, 1996 (which incorporates by reference certain
portions of the Company's 1996 Annual Report to Shareholders, including
financial statements and accompanying information, and certain portions of the
Company's definitive proxy statement for the Company's 1997 Annual Meeting of
Shareholders);
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (a) above; and
(c) The description of the Company's Common Stock contained in a
registration statement filed pursuant to the Exchange Act, together with any
amendments or reports filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections 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
that indicates that all shares of Common Stock offered have been sold, or that
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be incorporated by reference in, and to be a part of, this Registration
Statement from the date of filing of such documents.
Any statement contained in a document 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 incorporated herein by reference or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any 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.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Company's Restated By-Laws provides that the Company
shall indemnify its directors and officers to the full extent required by
Minnesota Statutes, Section 302A.521, or by other provisions of law. Section
302A.521 requires the Company to indemnify a person made or threatened to be
made a party to a proceeding by reason of the former or present official
capacity of the person with respect to the Company against judgments, penalties,
fines (including, without limitation, excise taxes assessed against the person
with respect to
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an employee benefit plan), settlements and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection with
the proceeding, if certain criteria are met. These criteria, all of which must
be met by the person seeking indemnification, are: (a) such person has not been
indemnified by another organization for the same judgments, penalties, fines,
settlements and expenses; (b) such person must have acted in good faith; (c) no
improper personal benefit was obtained by such person and, if applicable,
certain statutory conflict of interest provisions have been satisfied; (d) in
the case of a criminal proceeding, such person had no reasonable cause to
believe that the conduct was unlawful; and (e) such person acted in a manner he
or she reasonably believed was in the best interests of the corporation or, in
certain limited circumstances, not opposed to the best interests of the
corporation. The determination as to eligibility for indemnification is made by
the members of the corporation's board of directors, or a committee thereof, who
are at the time not parties to the proceedings under consideration, by special
legal counsel, by the shareholders who are not parties to the proceedings or by
a court.
Article VIII of the Company's Restated Articles of Incorporation provides
that no director shall be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as director, except: (i) any
breach of the director's duty of loyalty to the Company or its shareholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) dividends, stock repurchases and other
distributions made in violation of Minnesota law or for violations of the
Minnesota securities laws; (iv) any transaction from which the director derived
an improper personal benefit; or (v) any act or omission occurring prior to the
effective date of the provision in the Company's Restated Articles of
Incorporation limiting such liability. This Article does not affect the
availability of equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty, although, as a practical
matter, equitable relief may not be available. Nor does this Article limit the
liability of directors for violations of, or relieve them from the necessity of
complying with, the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
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4.1 Restated Articles of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3(i) to
the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1995).
4.2 Restated By-Laws of the Company (incorporated by
reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-8, Registration No. 33-59054, dated
March 2, 1993).
4.3 Rights Agreement, dated as of November 19, 1996,
between the Company and Norwest Bank Minnesota,
National Association (incorporated by reference to
Exhibit 1 to the Company's Current Report on Form 8-K
dated November 19, 1996).
5 Opinion of Bruce J. Borgerding.
23.1 Consent of Bruce J. Borgerding (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
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24 Powers of Attorney.
99 Tennant Company Non-Employee Director Stock Option Plan.
ITEM 9. UNDERTAKINGS.
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.
(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.
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 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.
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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 Minneapolis, State of Minnesota, on May 12, 1997.
TENNANT COMPANY
By /s/ Bruce J. Borgerding
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Its Deputy General Counsel and Secretary
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 date indicated.
Signature Title
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/s/ Roger L. Hale* President, Chief Executive Officer, and Director
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Roger L. Hale (Principal Executive Officer)
/s/ Richard A. Snyder* Vice President, Treasurer, and Chief Financial
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Richard A. Snyder (Principal Financial Officer)
/s/ Mahedi A. Jiwani* Corporate Controller
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Mahedi A. Jiwani
Arthur D. Collins, Jr. )
David C. Cox )
Andrew P. Czajkowski )
William A. Hodder ) A majority of the Board of Directors*
Delbert W. Johnson )
William I. Miller )
Edwin L. Russell )
* Bruce J. Borgerding, by signing his name hereto, hereby signs this document
on behalf of each of the above-named officers or directors of the Registrant
under powers of attorney executed by these persons.
By /s/ Bruce J. Borgerding
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Bruce J. Borgerding
Deputy General Counsel and
Corporate Secretary,
Attorney-in-Fact
M1:0250322.02
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
4.1 Restated Articles of Incorporation of the
Company, as amended (incorporated by
reference to Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q for the
period ended June 30, 1995)................ Incorporated by Reference
4.2 Restated By-Laws of the Company
(incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form
S-8, Registration No. 33-59054, dated March
2, 1993)................................... Incorporated by Reference
4.3 Rights Agreement, dated as of November 19,
1996, between the Company and Norwest Bank
Minnesota, National Association
(incorporated by reference to Exhibit 1 to
the Company's Current Report on Form 8-K
dated November 19, 1996)................... Incorporated by Reference
5 Opinion of Bruce J. Borgerding............. Filed Electronically
23.1 Consent of Bruce J. Borgerding (included in
Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP........... Filed Electronically
24 Powers of Attorney......................... Filed Electronically
99 Tennant Company Non-Employee Director Stock
Option Plan................................ Filed Electronically
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