-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lUQKqNXKHhV0Kuqh6Hy8aFeBQjfWhHw3ax1p6r7SyNfNV5bFxyz+84MI/Obr8QWf 4JSZUwHCvf0RC+A27G4TuQ== 0000912057-95-000240.txt : 19950608 0000912057-95-000240.hdr.sgml : 19950608 ACCESSION NUMBER: 0000912057-95-000240 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950130 EFFECTIVENESS DATE: 19950218 SROS: AMEX SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS INDUSTRIES INC/MN CENTRAL INDEX KEY: 0000931015 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411790959 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57503 FILM NUMBER: 95503932 BUSINESS ADDRESS: STREET 1: 1225 HIGHWAY 169 NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6125420500 MAIL ADDRESS: STREET 1: 1225 HIGHWAY 169 NORTH STREET 2: 425 LEXINGTON AVE CITY: MINNESOTA STATE: MN ZIP: 55441 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 30, 1995 Registration No. 33-____________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- POLARIS INDUSTRIES INC. (Exact name of registrant as specified in its charter) MINNESOTA 3700 41-1790959 (state or other jurisdiction of Primary Standard (I.R.S. Employer incorporated or organization) Industrial Identification Classification or Number) Code Number -------------------- 1225 Highway 169 North Minneapolis, Minnesota 55441 (612) 542-0500 (Address, including zip code, of registrant's principal executive offices) -------------------- 1987 EMPLOYEE OWNERSHIP PLAN 1987 MANAGEMENT OWNERSHIP PLAN (Full title of the plan) -------------------- John H. Grunewald, Executive Vice President, Chief Financial Officer and Secretary Polaris Industries Inc. 1225 Highway 169 North Minneapolis, Minnesota 55441 (612) 542-0500 (Name and address, including zip code and telephone number, including area code, of agent for service) -------------------- COPIES 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 - -------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) per Share(2) Price Fee - ---------- ------------- ------------ -------- ------------ Common Stock 534,503 $47.50 $25,388,893 $8,755 Par Value $.01 - ----------- (1) 317,839 shares of Common Stock are reserved for issuance under the 1987 Employee Ownership Plan (the "Employee Plan") and 216,664 shares of Common Stock are reserved for issuance under the 1987 Management Ownership Plan (the "Management Plan" and together with the Employee Plan, the "Plans"). The number of shares of Common Stock stated above may be adjusted in accordance with the provisions of the Plans in the event that, during the period the Plans are 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 Plans. The obligation to issue the Common Stock arises from the conversion of Polaris Industries Partners L.P. (the "Partnership") to a corporate form so that the business of the Partnership is being conducted by Polaris Industries Inc. (the "Company") through its wholly owned partnership subsidiary, Polaris Industries Partners L.P. In connection with the conversion, the Company agreed to adapt the Plans to the Company's corporate form and to issue the Common Stock under the Plans in lieu of units of Beneficial Assignment of Class A Limited Partnership Interests of the Partnership. (2) Estimated by the registrant solely for the purpose of calculating the amount of registration fee pursuant to Rule 457(h).
2 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 Polaris Industries Inc. (the "Company"), are hereby incorporated by reference in this Registration Statement: (a) The proxy statement/prospectus of the Company and Polaris Industries Partners L.P. (the "Partnership") filed with the Commission on November 21, 1994, pursuant to the Securities Act of 1933, as amended (the "Act"), which contains the audited financial statements for the Partnership for the years ended December 31, 1991, 1992 and 1993 and unaudited financial statements for the nine-month period ended September 30, 1994. Pursuant to an Agreement and Plan of Conversion dated as of September 29, 1994, following approval of the Partnership's security holders on December 22, 1994, the Partnership was converted to a corporate form (the "Conversion"), and the business of the Partnership is being conducted by the Company, a newly formed corporation, through a wholly owned partnership subsidiary, Polaris Industries Partners L.P. In the Conversion, each unit of Beneficial Assignment of Class A Limited Partnership Interests issued by the Partnership (the "BACs") was exchanged for one share of Common Stock of the Company, and the Company will issue Common Stock in lieu of BACs under the bonus and profit sharing plans of the Partnership. (b) All other reports filed by the Partnership pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Company's proxy statement/prospectus 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. 3 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. 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. Members of such firm beneficially own an aggregate of 44,300 of the BACs which were converted to 44,300 shares of the Company's Common Stock upon the completion of the Conversion. This represents approximately 0.24% of the voting shares that were outstanding upon completion of the Conversion. 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) reasonably believed that the conduct was in the best interests of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 4 ITEM 8. EXHIBITS. 4.1 1987 Management Ownership Plan, incorporated by reference to Exhibit 10(h) of Form S-1 of Polaris Industries Partners L.P. filed with the Securities and Exchange Commission on August 10, 1987, Registration No. 33-15124. 4.2 1987 Employee Ownership Plan, incorporated by reference to Exhibit 10(i) of Form S-1 of Polaris Industries Partners L.P. filed with the Securities and Exchange Commission on August 10, 1987, Registration No. 33-15124. 5 Opinion of Kaplan, Strangis and Kaplan, P.A. 23.1 Consent of McGladrey & Pullen, LLP 23.2 Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5) 24 Powers of Attorney 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 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 5 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. (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. 6 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 January 27, 1995. POLARIS INDUSTRIES INC. By: /s/ W. Hall Wendel, Jr. -------------------------------- W. Hall Wendel, Jr. 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. Principal Executive January 27, 1995 - ------------------------- Officer and Director W. Hall Wendel, Jr. /s/ John H. Grunewald Principal Financial and January 27, 1995 - ------------------------- Accounting Officer John H. Grunewald * - ------------------------- Director Beverly F. Dolan * - ------------------------- Director Robert S. Moe * - ------------------------- Director Kenneth D. Larson * - ------------------------- Director Stephen G. Shank * - ------------------------- Director Gregory R. Palen 7 * - ------------------------- Director Andris A. Baltins *By /s/ W. Hall Wendel, Jr. Janaury 27, 1995 ------------------------ 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. 8 INDEX TO EXHIBITS 4.1 1987 Management Ownership Plan, incorporated by reference to Exhibit 10(h) of Form S-1 of Polaris Industries Partners L.P. filed with the Securities and Exchange Commission on August 10, 1987, Registration No. 33-15124. 4.2 1987 Employee Ownership Plan, incorporated by reference to Exhibit 10(i) of Form S-1 of Polaris Industries Partners L.P. filed with the Securities and Exchange Commission on August 10, 1987, Registration No. 33-15124. 5 Opinion of Kaplan, Strangis and Kaplan, P.A. 23.1 Consent of McGladrey & Pullen, LLP 23.2 Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5) 24 Powers of Attorney 9 EX-5 2 EXHIBIT 5 [Letterhead] January 27, 1995 Securities and Exchange Commission Judiciary Plaza 450 - 5th Street N.W. Washington, D.C. 20549 RE: POLARIS INDUSTRIES, INC. REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: This opinion is furnished in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission by Polaris Industries Inc. (the "Company") covering shares of common stock, par value $.01 (the "Common Stock"), reserved for issuance under the 1987 Employee Ownership Plan and 1987 Management Ownership Plan (the "Plans"). We have acted as counsel to the Company and, as such, have examined the Company's Articles of Incorporation, Bylaws and such other corporate records and documents as we have considered relevant and necessary for the purpose of this opinion. We have participated in the preparation and filing of the Registration Statement. We are familiar with the proceedings taken by the Company with respect to the authorization and proposed issuance of shares of Common Stock pursuant to the Plans as contemplated by the Registration Statement. Based on the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Minnesota. 2. The Company has corporate authority to issue the shares of Common Stock covered by the Registration Statement. Securities and Exchange Commission January 27, 1995 Page 2 3. The 534,503 shares of Common Stock proposed to be issued under the Plans described in the Registration Statement will, when issued pursuant to the terms of the Plans, be duly and validly issued, fully paid and non-assessable. We hereby consent to the reference to our firm in the Registration Statement. Sincerely, KAPLAN, STRANGIS AND KAPLAN, P.A. By: /s/ Catherine A. Bartlett --------------------------------- Catherine A. Bartlett EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the January 27, 1995 Registration Statement on Form S-8 of our report, dated February 11, 1994, except for Notes 9 and 10 as to which the date is October 14, 1994, with respect to the financial statements of Polaris Industries Partners L.P. and our report, dated September 23, 1994, with respect to the financial statement of Polaris Industries, Inc., which appear on pages F-2 and F-16, respectively, of the November 21, 1994, Amendment No. 2 to the Registration Statement on Form S-4 (Registration No.33-55769). /s/ McGladrey & Pullen, LLP --------------------------- McGLADREY & PULLEN, LLP Minneapolis, Minnesota January 25, 1995 EX-24 4 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that POLARIS INDUSTRIES INC., a Minnesota corporation (the "Company"), and each of the undersigned directors of the Company, hereby constitutes and appoints W. Hall Wendel, Jr. and John H. Grunewald and each of them (with full power to each of them to act alone) its/his/her true and lawful attorney-in-fact and agent, for it/him/her and on it/his/her behalf and in its/his/her name, place and stead, in any and all capacities to sign, execute, affix its/his/her seal thereto and file a Form S-8 Registration Statement on Form S-8 or any other applicable form under the Securities Act of 1933 and amendments thereto, including pre-effective and post- effective amendments, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, relating to the proposed registration of up to 534,503 shares of the Company's Common Stock, par value $.01, issuable under the 1987 Employee Ownership Plan and the 1987 Management Ownership Plan of Polaris Industries L.P. as adapted for the Company, on the terms and conditions set forth in such Registration Statement. There is hereby granted to said attorneys, 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 respect of the foregoing as fully as it/he/she or itself/himself/herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument and any of the undersigned directors may execute this Power of Attorney by signing any such counterpart. POLARIS INDUSTRIES INC. has caused this Power of Attorney to be executed in its name by its Chief Executive Officer on the 26th day of January 1995. POLARIS INDUSTRIES INC. By /s/ W. Hall Wendel, Jr. ----------------------------------- W. Hall Wendel, Jr., Chief Executive Officer The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto set their hands as of the 26th day of January 1995. /s/ W. Hall Wendel, Jr. /s/ Stephen G. Shank - ------------------------------- ------------------------------- W. Hall Wendel, Jr. Stephen G. Shank /s/ Beverly F. Dolan /s/ Gregory R. Palen - ------------------------------- ------------------------------- Beverly F. Dolan Gregory R. Palen /s/ Robert S. Moe /s/ Andris A. Baltins - ------------------------------- ------------------------------- Robert S. Moe Andris A. Baltins /s/ Kenneth D. Larson - ------------------------------- Kenneth D. Larson D I R E C T O R S 2 -----END PRIVACY-ENHANCED MESSAGE-----