-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NOu1ZNKMmvSvvnW3Buf5Xq4WiisWEqpQyoSZGFvY5fRRSyDiR5QswYtkwbV/v1Tq zaok5dUgDNRo+V6XqjQLLQ== 0000897069-01-500177.txt : 20010515 0000897069-01-500177.hdr.sgml : 20010515 ACCESSION NUMBER: 0000897069-01-500177 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010514 EFFECTIVENESS DATE: 20010514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEY DAVIDSON INC CENTRAL INDEX KEY: 0000793952 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 391382325 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60840 FILM NUMBER: 1632499 BUSINESS ADDRESS: STREET 1: 3700 W JUNEAU AVE CITY: MILWAUKEE STATE: WI ZIP: 53208 BUSINESS PHONE: 4143424680 S-8 1 pdm38a.txt FORM S-8 Registration No. 333-_____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------------------- HARLEY-DAVIDSON, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1382325 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 (Address of principal executive offices) (Zip Code) Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan (Full title of the plan) Gail A. Lione Vice President, General Counsel and Secretary Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 (414) 343-4680 (Name, address and telephone number, including area code, of agent for service) --------------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Amount Maximum Maximum Amount of Securities to to be Offering Price Aggregate Registration be Registered Registered(1) Per Share Offering Price Fee ================================================================================ Common Stock, $.01 par value 300,000 shares $46.03(2) $13,809,000(2) $3,453.00 Preferred Stock Purchase Rights 300,000 rights (3) (3) (3) - -------------------------------------------------------------------------------- (1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of Common Stock (and related Preferred Stock Purchase Rights) that may become issuable as a result of stock splits, stock dividends, or similar transactions pursuant to the anti-dilution provisions of the 2001 York Hourly-Paid Employees Stock Option Plan. (2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purposes of calculating the registration fee based on the average of the high and low prices of Harley-Davidson, Inc. Common Stock on the New York Stock Exchange consolidated reporting system on May 6, 2001. (3) The value attributable to the Preferred Stock Purchase Rights is reflected in the market price of the Common Stock to which the Rights are attached. --------------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document or documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the "Commission") as part of this Form S-8 Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by Harley-Davidson, Inc. (the "Company") with the Commission are hereby incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 3. The description of the Company's Common Stock contained in Item 4 of the Registration of Securities of Certain Successor Issuers on Form 8-B, dated June 21, 1991 (File No. 1-8193), including any amendment or report filed for the purpose of updating such description. 4. The description of the Company's Preferred Share Purchase Rights contained in the Registration Statement on Form 8-A of Harley-Davidson, Inc. dated as of February 18, 2000 (Commission File No. 1-9183), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement 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. -2- Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- The Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan (the "Plan") provides that, in addition to such other rights of indemnification as they may have as members of the Board of Directors of the Company (the "Board"), or the Human Resources Committee of the Board (the "Committee"), the members of the Committee and the Board shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act in connection with the adoption, administration, amendment or termination of the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Committee or Board member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee or Board member undertakes to handle and defend it on such member's own behalf. Article V of the Company's By-Laws requires that the Company shall, to the fullest extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of the Wisconsin Business Corporation Law, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the corporation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Officers against any and all liabilities, and advance any and all reasonable expenses, incurred thereby in any proceedings to which any such Director or Officer is a party because he or she is or was a Director or Officer of the Company. The Company shall also indemnify an employee who is not a Director or Officer, to the extent that the employee has been successful on the merits or otherwise in defense of a proceeding, for all expenses incurred in the proceeding if the employee was a party because he or she is or was an employee of the Company. The rights to indemnification granted under the By-Laws shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses which a Director, Officer or employee may be entitled under any written agreement, Board resolution, vote of shareholders, the Wisconsin Business Corporation Law or otherwise. The Company may, but shall not be required to, supplement the foregoing rights to indemnification against liabilities and advancement of expenses under this paragraph by the purchase of insurance on behalf of any one or more of such Directors, Officers or employees, whether or not the Company would be obligated to indemnify or advance expenses to such Director, Officer or employee under this paragraph. All capitalized terms used in this paragraph and not otherwise defined herein shall have the meaning set forth in Section 180.0850 of the Wisconsin Business Corporation Law. -3- The indemnification provided by the Wisconsin Business Corporation Law and the Company's By-Laws is not exclusive of any other rights to which a director or officer of the Company may be entitled. The general effect of the foregoing provisions may be to reduce the circumstances which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense. The Company maintains a liability insurance policy for its directors and officers as permitted by Wisconsin law which may extend to, among other things, liability arising under the Securities Act of 1933, as amended. Item 7. Exemption from Registration Claimed. ----------------------------------- Not Applicable. Item 8. Exhibits. -------- The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index. 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, 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 -4- statement relating to the securities offered herein, 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 of 1933, 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 this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 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. -5- 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 Milwaukee, State of Wisconsin, on May 14, 2001. HARLEY-DAVIDSON, INC. By: /s/ Jeffrey L. Bleustein ------------------------------------ Jeffrey L. Bleustein Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below as of May 14, 2001, by the following persons in the capacities indicated. Each person whose signature appears below constitutes and appoints James M. Brostowitz, James L. Ziemer and Gail A. Lione, and each of them individually, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signatures Title ---------- ----- /s/ Jeffrey L. Bleustein Chairman, Chief Executive Officer and - ------------------------------------ Director (Principal Executive Officer) Jeffrey L. Bleustein /s/ James L. Ziemer Vice President and Chief Financial Officer - ------------------------------------ (Principal Financial Officer) James L. Ziemer /s/ James M. Brostowitz Vice President, Controller and Treasurer - ------------------------------------ (Principal Accounting Officer) James M. Brostowitz -6- Signatures Title ---------- ----- /s/ Barry K. Allen Director - ------------------------------------ Barry K. Allen /s/ Richard I. Beattie Director - ------------------------------------ Richard I. Beattie /s/ Richard J. Hermon-Taylor Director - ------------------------------------ Richard J. Hermon-Taylor /s/ Donald A. James Director - ------------------------------------ Donald A. James /s/ Richard G. LeFauve Director - ------------------------------------ Richard G. LeFauve /s/ Sara L. Levinson Director - ------------------------------------ Sara L. Levinson /s/ James A. Norling Director - ------------------------------------ James A. Norling /s/ Richard F. Teerlink Director - ------------------------------------ Richard F. Teerlink -7- EXHIBIT INDEX Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan ----------------------------------------------------------------------- Exhibit No. Description - ----------- ----------- (4.1) Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan. (4.2) Rights Agreement, dated as of February 17, 2000, between Harley-Davidson, Inc. and Firstar Bank, N.A. [Incorporated by reference to Exhibit (4.1) to the Registration Statement on Form 8-A of Harley-Davidson, Inc. dated as of February 18, 2000 (Commission File No. 1-9183)]. (5) Opinion of Foley & Lardner (23.1) Consent of Ernst & Young LLP (23.2) Consent of Foley & Lardner (contained in Exhibit (5) hereto) -8- EX-4.1 2 pdm38b.txt 2001 YORK HOURLY-PAID EMPLOYEES STOCK OPTION PLAN HARLEY-DAVIDSON, INC. 2001 YORK HOURLY-PAID EMPLOYEES STOCK OPTION PLAN ARTICLE I PURPOSE ------- The purpose of the Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan is to provide favorable opportunities for non-exempt employees at the Harley-Davidson Motor Company York, Pennsylvania facility to purchase shares of Common Stock of Harley-Davidson, Inc. Such opportunities should provide an increased incentive for these employees to contribute to the future success and prosperity of Harley-Davidson, Inc., thus enhancing the value of the stock for the benefit of the shareholders, and increase the ability of Harley-Davidson, Inc. to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained progress, growth and profitability depend. ARTICLE II DEFINITIONS ----------- The following capitalized terms used in the Plan shall have the respective meanings set forth in this Article: 2.1. Board: The Board of Directors of Harley-Davidson, Inc. 2.2. Code: The Internal Revenue Code of 1986, as amended. 2.3. Committee: The Human Resources Committee of the Board. 2.4. Common Stock: The common stock of Harley-Davidson, Inc. 2.5. Company: Harley-Davidson, Inc. and any of its Subsidiaries. 2.6. Disability: Disability retirement under the Retirement Annuity Plan for York Hourly-Paid Employees of Harley-Davidson. 2.7. Fair Market Value: The average of the high and low reported sales prices of Common Stock on the New York Stock Exchange Composite Tape on the date for which fair market value is being determined. 2.8. Non-ISO: A stock option which is not an incentive stock option within the meaning of Section 422 of the Code. 2.9. Option: A stock option granted under the Plan. 2.10. Option Price: The purchase price of a share of Common Stock under an Option. 2.11. Optionee: A person who has been granted one or more Options. 2.12. Parent Corporation: The parent corporation, as defined in Section 424(e) of the Code. 2.13. Plan: The Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan. 2.14. Retirement: Normal, deferred, early, or thirty and out retirement under the terms of the Retirement Annuity Plan for York Hourly-Paid Employees of Harley-Davidson. 2.15. Subsidiary: A corporation, limited partnership, general partnership, limited liability company, business trust or other entity of which more than fifty percent (50%) of the voting power or ownership interest is directly and/or indirectly held by Harley-Davidson, Inc. 2.16. Termination Date: A date fixed by the Committee but not later than the day preceding the tenth anniversary of the date on which the Option is granted. ARTICLE III ADMINISTRATION -------------- 3.1. The Committee shall administer the Plan and shall have full power to grant Options, construe and interpret the Plan, establish and amend rules and regulations for its administration, and perform all other acts relating to the Plan, including the delegation of administrative responsibilities, which it believes reasonable and proper. 3.2. Subject to the provisions of the Plan, the Committee shall, in its discretion, determine who shall be granted Options, the number of shares subject to option under any such Options, the dates after which Options may be exercised, in whole or in part, and the terms and conditions of the Options. 3.3. Any decision made, or action taken, by the Committee arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive. 2 ARTICLE IV SHARES SUBJECT TO THE PLAN -------------------------- 4.1. The total number of shares of Common Stock available for grants of Options under the Plan shall be three hundred thousand (300,000) shares. ARTICLE V ELIGIBILITY ----------- 5.1. Options may be granted to all full time, regular, production and maintenance employees of the Company covered by the collective bargaining agreement in effect between the Company and Tyson Lodge 175, District 98, of the International Association of Machinists & Aerospace Workers, AFL/CIO (or any successor thereto). ARTICLE VI TERM OF OPTIONS --------------- 6.1. Option Agreements: All Options shall be evidenced by written agreements executed by the Company. Such Options shall be subject to the applicable provisions of the Plan, and shall contain such provisions as are required by the Plan and any other provisions the Committee may prescribe. All agreements evidencing Options shall specify the total number of shares subject to each grant, the date of the grant, the Option Price and the Termination Date. All Options shall be Non-ISOs. 6.2. Option Price: The Option Price shall be set by the Committee; provided, however, that the price per share shall not be less than the Fair Market Value of a share of Common Stock as of the date the Option is granted. 6.3. Period of Exercise: The Committee shall determine the dates after which Options may be exercised in whole or in part. If Options are exercisable in installments, installments or portions thereof that are exercisable and not exercised shall accumulate and remain exercisable. The Committee may also amend an Option to accelerate the dates after which Options may be exercised in whole or in part. However, no Option or portion thereof shall be exercisable after the Termination Date. 6.4. Manner of Exercise and Payment: An Option, or portion thereof, shall be exercised by delivery of a written notice of exercise to the Company and payment of the full price of the shares being purchased pursuant to the Option. An Optionee may exercise an Option with respect to less than the full number of shares for which the Option may then be exercised, but an Optionee must exercise the Option in full shares of Common Stock. The price of Common Stock purchased pursuant to an Option, or portion thereof, may be paid: 3 a. in United States dollars in cash or by check, bank draft or money order payable to the order of the Company. b. through the delivery of shares of Common Stock with an aggregate Fair Market Value on the date of exercise equal to the Option Price, or c. by any combination of the above methods of payment. The Committee shall determine acceptable methods for tendering Common Stock as payment upon exercise of an Option and may impose such limitations and prohibitions on the use of Common Stock to exercise an Option as it deems appropriate, including, without limitation, any limitation or prohibition designed to avoid certain accounting consequences which may result from the use of Common Stock as payment upon exercise of an Option. 6.5. Withholding Taxes: The Company may, in its discretion, require an Optionee to pay to the Company at the time of exercise the amount that the Company deems necessary to satisfy its obligation to withhold Federal, state or local income or other taxes incurred by reason of the exercise. Upon or prior to the exercise of an Option requiring tax withholding, an Optionee may make a written election to have shares of Common Stock withheld by the Company from the shares otherwise to be received. The number of shares so withheld shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes. The acceptance of any such election by an Optionee shall be at the sole discretion of the Committee. 6.6. Nontransferability of Options: Each Option shall, during the Optionee's lifetime, be exercisable only by the Optionee and neither it nor any right hereunder shall be transferable otherwise than by will or the laws of descent and distribution or be subject to attachment, execution or other similar process. In the event of any attempt by the Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of an Option or of any right hereunder, except as provided for herein, or in the event of any levy or any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the Option by notice to the Optionee and the Option shall thereupon become null and void. 6.7. Cessation of Employment of Optionee: a. Cessation of Employment other than by Reason of Retirement, Disability or Death. . Except as may be otherwise provided by the Committee, if an Optionee shall cease to be employed by the Company otherwise than by reason of Retirement, Disability, or death, (i) each Option held by the Optionee, together with all rights thereunder, that is not vested shall terminate on the date of cessation of employment, to the extent not previously exercised and (ii) the Optionee shall have a period of 90 days from the date of cessation of employment to exercise each Option held by the Optionee that is vested on the date of cessation of employment. At the end of such 90-day period, each such 4 Option that has not been exercised, together with all rights thereunder, shall terminate, to the extent not previously exercised." b. Cessation of Employment by Reason of Retirement or Disability. If an Optionee shall cease to be employed by the Company by reason of Retirement or Disability, each Option held by the Optionee shall remain exercisable, to the extent it was exercisable at the time of cessation of employment, until the earliest of: i. the Termination Date, ii. the death of the Optionee, or such later date not more than one year after the death of the Optionee as the Committee, in its discretion, may provide pursuant to Section 6.7(c) of the Plan, iii. the third anniversary of the date of the cessation of the Optionee's employment, if employment ceased by reason of Retirement, or iv. the first anniversary of the date of the cessation of the Optionee's employment by reason of Disability; and thereafter all such Options shall terminate together with all rights hereunder, to the extent not previously exercised. c. Cessation of Employment by Reason of Death. In the event of the death of the Optionee while employed by the Company, an Option may be exercised at any time or from time to time prior to the earlier of the Termination Date or the first anniversary of the date of the Optionee's death, by the person or persons to whom the Optionee's rights under each Option shall pass by will or by the applicable laws of descent and distribution, to the extent that the Optionee was entitled to exercise such Option on the Optionee's date of death. In the event of the death of the Optionee while entitled to exercise an Option pursuant to Section 6.7(b), the Committee, in its discretion, may permit such Option to be exercised at any time or from time to time prior to the Termination Date during a period of up to one year from the death of the Optionee, as determined by the Committee, by the person or persons to whom the Optionee's rights under each Option shall pass by will or by the applicable laws of descent and distribution, to the extent that the Option was exercisable at the time of cessation of the Optionee's employment. Any person or persons to whom an Optionee's rights under an Option have passed by will or by the applicable laws of descent and distribution shall be subject to all terms and conditions of the Plan and the Option applicable to the Optionee. 5 ARTICLE VII ADJUSTMENTS ----------- 7.1. If (a) the Company shall at any time be involved in a transaction to which Section 424(a) of the Code is applicable; (b) the Company shall declare a dividend payable in, or shall subdivide or combine, its Common Stock, or (c) any other event shall occur which in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee may, in such manner as it may deem equitable, adjust any or all of (i) the number and type of securities subject to the Plan and which thereafter may be the subject of Options; (ii) the number and type of securities subject to outstanding Options; (iii) the Option Price with respect to any Option; and (iv) the number of shares of Common Stock that may be issued pursuant to Options granted to an Optionee in any calendar year. The judgment of the Committee with respect to any matter referred to in this Article shall be conclusive and binding upon each Optionee. ARTICLE VIII AMENDMENT AND TERMINATION OF PLAN --------------------------------- 8.1. The Board may at any time, or from time to time, suspend or terminate the Plan in whole or in part or amend it in such respects as the Board may deem appropriate. 8.2. No amendment, suspension or termination of this Plan shall, without the Optionee's consent, alter or impair any of the rights or obligations under any Option theretofore granted to an Optionee under the Plan. 8.3. The Board may amend this Plan, without the limitation, in such manner as it deems necessary to permit the granting of Options meeting the requirements of future amendments or issued regulations, if any, to the Code. ARTICLE IX GOVERNMENT AND OTHER REGULATIONS -------------------------------- 9.1. The obligation of the Company to issue or transfer and deliver shares for Options exercised under the Plan shall be subject to all applicable laws, regulations, rules, orders and approvals which shall then be in effect and required by governmental entities and the stock exchanges on which Common Stock is traded. 6 ARTICLE X MISCELLANEOUS PROVISIONS ------------------------ 10.1. Plan Does Not Confer Employment or Shareholder Rights: The right of the Company to terminate (whether by dismissal, discharge, retirement or otherwise) the Optionee's employment with it at any time at will, or as otherwise provided by any agreement between the Company and the Optionee, is specifically reserved. Neither the Optionee nor any person entitled to exercise the Optionee's rights in the event of the Optionee's death shall have any rights of a shareholder with respect to the shares subject to each Option, except to the extent that, and until, such shares shall have been issued upon the exercise of each Option. 10.2. Plan Expenses: Any expenses of administering this Plan shall be borne by the Company. 10.3. Use of Exercise Proceeds: Payments received from Optionees upon the exercise of Options shall be used for the general corporate purposes of the Company, except that any stock received in payment may be retired, or retained in the Company's treasury and reissued. 10.4. Indemnification: In addition to such other rights of indemnification as they may have as members of the Board or the Committee of the Company, the members of the Board and the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Board member or the Committee shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Board member or Committee undertakes to handle and defend it on such member's own behalf. ARTICLE XI EFFECTIVE DATE -------------- 11.1. The Plan shall become effective when it is approved by the Board. 7 EX-5 3 pdm38c.txt OPINION OF FOLEY & LARDNER FOLEY & LARDNER ATTORNEYS AT LAW CHICAGO FIRSTAR CENTER SACRAMENTO DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE MADISON FACSIMILE (414) 297-4900 TAMPA MILWAUKEE WASHINGTON, D.C. ORLANDO WEST PALM BEACH CLIENT/MATTER NUMBER 031766/0172 May 14, 2001 Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Ladies and Gentlemen: We have acted as counsel for Harley-Davidson, Inc., a Wisconsin corporation (the "Company"), in conjunction with the preparation of a Form S-8 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to 300,000 shares of the Company's common stock, $.01 par value (the "Common Stock"), and the related Preferred Share Purchase Rights (the "Rights") that may be issued pursuant to the Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan (the "Plan"). The terms of the Rights issuable under the Plan are as set forth in that certain Rights Agreement (the "Rights Agreement"), dated as of February 17, 2000, by and between the Company and Firstar Bank, N.A. In connection with our opinion as set forth below, we have examined: (i) the Plan; (ii) signed copies of the Registration Statement; (iii) the Company's Restated Articles of Incorporation and By-Laws, as amended to date; (iv) the Rights Agreement; (v) corporate proceedings of the Company relating to the adoption of the Plan and the issuance of shares of Common Stock and Rights thereunder; and (vi) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation validly existing under the laws of the State of Wisconsin. FOLEY & LARDNER Harley-Davidson, Inc. May 14, 2001 Page 2 2. The Common Stock subject to the Registration Statement, when issued and paid for in the manner provided in the Plan, will be validly issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof, except with respect to wage claims of employees of the Company for services performed, not to exceed six months' service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and judicial interpretations thereof. 3. The Rights subject to the Registration Statement, when issued pursuant to the terms of the Rights Agreement, will be validly issued. We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act, or within the category of persons whose consent is required by Section 7 of said Act. Very truly yours, /s/ FOLEY & LARDNER FOLEY & LARDNER EX-23.1 4 pdm38d.txt CONSENT OF ERNST & YOUNG LLP Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan of our report dated January 17, 2001, with respect to the consolidated financial statements and schedules of Harley Davidson, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Milwaukee, Wisconsin May 7, 2001 -----END PRIVACY-ENHANCED MESSAGE-----