As filed with the Securities and Exchange Commission on April 30, 1999
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 INDUSTRIES INC.
1999 BROAD-BASED STOCK OPTION 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 $.01 350,000 shares $ 37.469 $13,114,150.00 $3,645.73
- ----------
(1) 350,000 shares of Common Stock, $.01 par value (the "Common
Stock"), of Polaris Industries Inc. (the "Company") are reserved for issuance
under the Polaris Industries Inc. 1999 Broad-Based Stock Option Plan
("Plan"). 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) and is based upon
the average of the high and low prices of the Company's Common Stock as
reported on the New York Stock Exchange on May 3, 1999.
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PART I
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Commission.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
PART II
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 subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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,
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.
Not applicable.
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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 56,035 shares of the Company's Common Stock.
This represents less than 1% of the currently outstanding voting shares.
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 Polaris Industries Inc. 1999 Broad-Based Stock Option Plan
5 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kaplan, Strangis and Kaplan, P.A. (included in
Exhibit 5)
24 Powers of Attorney
4
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, as amended (the "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;
(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.
(2) That, for the purpose of determining any liability
under the 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 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.
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(c) Insofar as indemnification for liabilities arising under
the 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 April 30, 1999.
POLARIS INDUSTRIES INC.
By: /s/ W. Hall Wendel, Jr.
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W. Hall Wendel, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 April 30, 1999
- ------------------------------------ Chief Executive Officer and
W. Hall Wendel, Jr. Director
(Principal Executive Officer)
/s/ Thomas C. Tiller President, Chief Operating April 30, 1999
- ------------------------------------ Officer and Director
Thomas C. Tiller
/s/ Michael W. Malone Vice President - Finance, April 30, 1999
- ------------------------------------ Chief Financial Officer and
Michael W. Malone Secretary
(Principal Financial and
Accounting Officer)
* Director April 30, 1999
- ------------------------------------
Andris A. Baltins
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* Director April 30, 1999
- ------------------------------------
Raymond J. Biggs
* Director April 30, 1999
- ------------------------------------
Beverly F. Dolan
* Director April 30, 1999
- ------------------------------------
Robert S. Moe
* Director April 30, 1999
- ------------------------------------
Gregory R. Palen
* Director April 30, 1999
- ------------------------------------
Bruce A. Thomson
* Director April 30, 1999
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Stephen G. Shank
By: /s/W. Hall Wendel, Jr. April 30, 1999
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W. Hall Wendel, Jr.
Attorney-in-Fact
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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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INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
4.1 Polaris Industries Inc. 1999 Broad-Based Stock Option Plan
5 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5)
24 Powers of Attorney
9