-----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, RpU0DY8swrKbm3Bj7jdWoJiaeyAum94BLqmori64bF8d0o/UZoSkOrOCbu+n4sct saY704VnImYTI+j8QY0++A== 0000912057-97-002773.txt : 19970220 0000912057-97-002773.hdr.sgml : 19970220 ACCESSION NUMBER: 0000912057-97-002773 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970203 EFFECTIVENESS DATE: 19970203 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS INDUSTRIES INC/MN CENTRAL INDEX KEY: 0000931015 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 411790959 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-21007 FILM NUMBER: 97516894 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 S-8 As filed with the Securities and Exchange Commission on February 3, 1997 Registration No. _____________ 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 41-1790959 (state or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) ____________________ 1225 Highway 169 North Minneapolis, Minnesota 55441 (612) 542-0500 (Address, including zip code, of registrant's principal executive offices) ____________________ POLARIS INDUSTRIES INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ____________________ Michael W. Malone, Vice President, Chief Financial Officer, Treasurer 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 - -------------------------------------------------------------------------------------------- Proposed Amount of Title of Securities to Proposed Maximum Maximum Registration be Registered Amount to be Offering Price per Aggregate Fee Registered (1) Share (2) Offering Price - --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------- Common Stock Par Value $.01 750,000 $25.375 $19,031,250 $5,767.04 - ---------------------------------------------------------------------------------------------
(1) 750,000 shares of Common Stock are reserved for issuance under the Polaris Industries Inc. (the "Company") Employee Stock Purchase 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 amount of registration fee pursuant to Rule 457(h). The price per share is the average of the high and low prices of the Company's Common Stock as reported on the New York Stock Exchange on January 31, 1997. 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 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, 1995, 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. 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 3 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 62,050 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. Employee Stock Purchase Plan 5 Opinion of Kaplan, Strangis and Kaplan, P.A. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of McGladrey & Pullen, LLP 23.3 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: 4 (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. (c) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant 5 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 February 3, 1997. 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 February 3, 1997 - ----------------------- Officer and Director W. Hall Wendel, Jr. /s/ Michael W. Malone Principal Financial February 3, 1997 - ----------------------- Accounting Officer Michael W. Malone * Director February 3, 1997 - ----------------------- Beverly F. Dolan * Director February 3, 1997 - ----------------------- Robert S. Moe * Director February 3, 1997 - ----------------------- Kenneth D. Larson 7 * Director February 3, 1997 - ---------------------- Stephen G. Shank * Director February 3, 1997 - ---------------------- Gregory R. Palen * Director February 3, 1997 - ---------------------- Andris A. Baltins * Director February 3, 1997 - ---------------------- Raymond Biggs By: /s/ W. Hall Wendel, Jr. February 3, 1997 ------------------------- 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 Sequentially Numbered Page -------- 4.1 Polaris Industries Inc. Employee Stock Purchase Plan. 5 Opinion of Kaplan, Strangis and Kaplan, P.A. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of McGladrey & Pullen, LLP 23.3 Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5) 24 Powers of Attorney 9 EX-4.1 2 EX-4.1 EXHIBIT 4.1 POLARIS INDUSTRIES INC. EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS Page ARTICLE I - PURPOSE. . . . . . . . . . . . . . . . . . . . . 1 1.01 Purpose . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . 1 2.01 Base Pay . . . . . . . . . . . . . . . . . . . . . 1 2.02 Committee. . . . . . . . . . . . . . . . . . . . . 1 2.03 Employee . . . . . . . . . . . . . . . . . . . . . 1 2.04 Fair Market Value. . . . . . . . . . . . . . . . . 1 2.05 Fund Account . . . . . . . . . . . . . . . . . . . 2 2.06 Investment Account . . . . . . . . . . . . . . . . 2 2.07 Participating Subsidiary . . . . . . . . . . . . . 2 2.08 Trustee. . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE III - ELIGIBILITY AND PARTICIPATION. . . . . . . . . 2 3.01 Initial Eligibility. . . . . . . . . . . . . . . . 2 3.02 Restrictions on Participation. . . . . . . . . . . 3 3.03 Commencement of Participation. . . . . . . . . . . 3 3.04 Special Participation with Respect to Profit Sharing Distribution. . . . . . . . . . . . 3 ARTICLE IV - PAYROLL DEDUCTIONS. . . . . . . . . . . . . . . 4 4.01 Amount of Deduction. . . . . . . . . . . . . . . . 4 4.02 Participant's Fund Account . . . . . . . . . . . . 4 4.03 Changes in Payroll Deductions. . . . . . . . . . . 4 ARTICLE V - OPTIONS. . . . . . . . . . . . . . . . . . . . . 4 5.01 Number of Option Shares. . . . . . . . . . . . . . 4 5.02 Option Price . . . . . . . . . . . . . . . . . . . 4 5.03 Option Period. . . . . . . . . . . . . . . . . . . 5 ARTICLE VI - EXERCISE OF OPTIONS . . . . . . . . . . . . . . 5 6.01 Automatic Exercise . . . . . . . . . . . . . . . . 5 6.02 Fractional Shares. . . . . . . . . . . . . . . . . 5 6.03 Investment Accounts. . . . . . . . . . . . . . . . 5 ARTICLE VII - WITHDRAWAL . . . . . . . . . . . . . . . . . . 6 7.01 In General . . . . . . . . . . . . . . . . . . . . 6 7.02 Effect on Subsequent Participation . . . . . . . . 6 7.03 Termination of Employment. . . . . . . . . . . . . 6 ARTICLE VIII - COMMON STOCK. . . . . . . . . . . . . . . . . 6 8.01 Maximum Number of Shares . . . . . . . . . . . . . 6 8.02 Participant's Interest in Option Stock . . . . . . 7 8.03 Registration of Stock. . . . . . . . . . . . . . . 7 8.04 Restrictions on Exercise . . . . . . . . . . . . . . .7 i ARTICLE IX - ADMINISTRATION. . . . . . . . . . . . . . . . . 8 9.01 Appointment of Committee . . . . . . . . . . . . . 8 9.02 Authority of Committee . . . . . . . . . . . . . . 8 9.03 Rules Governing the Administration of the Committee. . . . . . . . . . . . . . . . . . . . . 8 ARTICLE X - MISCELLANEOUS. . . . . . . . . . . . . . . . . . 8 10.01 Designation of Beneficiary . . . . . . . . . . . 8 10.02 Transferability . . . . . . . . . . . . . . . . . 9 10.03 Use of Funds. . . . . . . . . . . . . . . . . . . 9 10.04 Adjustment Upon Changes in Capitalization . . . . 9 10.05 Amendment and Termination . . . . . . . . . . . . 10 10.06 Effective Date. . . . . . . . . . . . . . . . . . 10 10.07 No Employment Rights. . . . . . . . . . . . . . . 11 10.08 Costs and Expenses. . . . . . . . . . . . . . . . 11 10.09 Effect of Plan. . . . . . . . . . . . . . . . . . 11 10.10 Governing Law . . . . . . . . . . . . . . . . . . 11 ii ARTICLE I - PURPOSE 1.01 PURPOSE The Polaris Industries Inc. Employee Stock Purchase Plan (the "PLAN") is intended to provide a method whereby employees of Polaris Industries Inc. and its subsidiary corporations (the "COMPANY") will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of the common stock, par value $.01 per share ("COMMON STOCK") of the Company. It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under section 423 of the Internal Revenue Code of 1986, as amended (the "CODE"). The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. ARTICLE II - DEFINITIONS 2.01 BASE PAY "Base Pay" shall mean a participant's wages, salary and other cash remuneration from the Company. The term "Base Pay" is intended to coincide with the definition of "Covered Compensation" as defined in the 401(k) Retirement/Savings Plan of Polaris. 2.02 COMMITTEE "Committee" shall mean the committee described in Article IX. 2.03 EMPLOYEE "Employee" shall mean any person who is customarily employed on a full-time or part-time basis by the Company or a Participating Subsidiary and is regularly scheduled to work more than twenty (20) hours per week. 2.04 FAIR MARKET VALUE "Fair Market Value" shall mean, as of any applicable date: (i) if the Common Stock is listed on a national securities exchange or is authorized for quotation on the National Association of Securities Dealers Inc.'s NASDAQ National Market System ("NASDAQ/NMS"), the closing price, regular way, of the Common Stock on such exchange or NASDAQ/NMS, as the case may be, or if no such reported sale of the Common Stock shall have occurred on such date, on the next preceding date on which there was such a reported sale; or (ii) if the Common Stock is not listed for trading on a national securities exchange or authorized for quotation on NASDAQ/NMS, the closing bid price as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if no such prices shall have been so reported for such date, on the next preceding date for which such prices were so reported; or (iii) if the Common Stock is not listed for trading on a national securities exchange or authorized for quotation on NASDAQ, the last reported bid price published in the "pink sheets" or displayed on the NASD Electronic Bulletin Board, as the case may be; or (iv) if the Common Stock is not listed for trading on a national securities exchange, or is not authorized for quotation on NASDAQ/NMS or NASDAQ, or is not published in the "pink sheets" or displayed on the NASD Electronic Bulletin Board, the Fair Market Value of the Common Stock as determined in good faith by the Committee. 2.05 FUND ACCOUNT "Fund Account" shall mean the bookkeeping account established for each participant to which the participant's payroll deductions shall be credited. 2.06 INVESTMENT ACCOUNT "Investment Account" shall mean the bookkeeping account established for each participant to which Common Stock purchased by the participant under the Plan shall be credited. 2.07 PARTICIPATING SUBSIDIARY "Participating Subsidiary" shall mean any corporation which (i) is a "subsidiary corporation" of Polaris as that term is defined in section 424 of the Code and (ii) is designated as a participating employer under the Plan by the Board of Directors of the Company. 2.08 TRUSTEE "Trustee" shall mean the person(s) or institution designated by the Board of Directors of the Company as trustee of the Plan, and any successors thereto. ARTICLE III - ELIGIBILITY AND PARTICIPATION 3.01 INITIAL ELIGIBILITY Any Employee who shall have completed six (6) months of employment with the Company or a Participating Subsidiary and shall be employed by the Company or a Participating Subsidiary on the date his or her participation in the Plan is to become effective shall be eligible to participate in the Plan for calendar months which commence on the January 1, April 1, or July 1 or October 1 coincident with or next following the date on which such employee shall have completed such six (6) month period. 2 3.02 RESTRICTIONS ON PARTICIPATION Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an option under the Plan: (a) if, immediately after the grant, such Employee would own stock, and/or hold outstanding options to purchase stock, possessing 5% or more of the total combined voting power or value of all classes of stock of the Company (for purposes of this paragraph, the rules of section 424(d) of the Code shall apply in determining stock ownership of any Employee); or (b) which permits his or her rights to purchase stock under all Code section 423 employee stock purchase plans of the Company to accrue at a rate which exceeds $25,000 in fair market value of the stock (determined at the time such option is granted) for each calendar year in which such option is outstanding; or (c) if such Employee is an officer of the Company for purposes of section 16 of the Securities Exchange Act of 1934, as amended, unless the Committee, in its sole discretion, determines that such officers shall be eligible to participate in the Plan. 3.03 COMMENCEMENT OF PARTICIPATION An eligible Employee may become a participant by completing an authorization for a payroll deduction on the form provided by the Company and filing it with the office of the Treasurer of the Company. Participation in the Plan and payroll deductions for a participant shall commence on the first day of the month following the date his or her authorization for a payroll deduction is filed. A participant's payroll deduction authorization shall remain in effect unless amended or terminated by the participant as provided in Section 4.03 or Article VII. 3.04 SPECIAL PARTICIPATION WITH RESPECT TO PROFIT SHARING DISTRIBUTION With the approval of the Committee, eligible Employees may be permitted to participate in the Plan on a separate basis with respect to the participant's distribution from the Polaris Industries Inc. Profit Sharing Plan (in addition to any level of participation pursuant to the eligible Employee's regular payroll deduction election) by completing an authorization for a deduction from the profit sharing distribution on the form provided by the Company and filing it with the office of the Treasurer of the Company on or before the date set therefor by the Committee. 3 ARTICLE IV - PAYROLL DEDUCTIONS 4.01 AMOUNT OF DEDUCTION At the time a participant files his authorization for payroll deduction, he or she shall elect to have deductions made from his or her Base Pay on each payday during the time he or she is a participant computed as a whole percentage of his Base Pay (in increments of one (1) percent), not to exceed a maximum of ten percent (10%). 4.02 PARTICIPANT'S FUND ACCOUNT All payroll deductions made for a participant shall be credited to a Fund Account established in his or her name under the Plan. A participant may not make any separate cash payment into such account. No interest shall be credited or paid on amounts credited to participants' Fund Accounts under the Plan. 4.03 CHANGES IN PAYROLL DEDUCTIONS A participant may withdraw from the Plan as provided in Article VII, and may change his or her payroll deduction percentage as of the first day of any calendar quarter; provided, however, that if such participant discontinues participation in the Plan, but does not withdraw from the Plan, then such participant shall not be eligible to participate in the Plan for a period of time following the date of such discontinuance of contributions. If the discontinuance of contributions occurs during the period from January 1 to June 30 of a calendar year, participation may begin again no earlier than January 1 of the following year. If the discontinuance of contributions occurs during the period from July 1 to December 31 of a calendar year, participation may begin again no earlier than July 1 of the next year. ARTICLE V - OPTIONS 5.01 NUMBER OF OPTIONS On the first day of each month, a participant shall be deemed to have been granted an option to purchase a maximum number of whole shares of Common Stock as can be purchased at the applicable option price (as described in Section 5.02) with payroll deductions credited to his or her Fund Account during such month. 5.02 OPTION PRICE The option price of Common Stock purchased with payroll deductions made for a participant shall be eighty-five percent (85%) of the average of the Fair Market Values of the Common Stock on the date such option is granted (as set forth in Section 5.01) 4 and the date such option is exercised (as set forth in Section 6.01). 5.03 OPTION PERIOD All options which shall be deemed granted under Section 5.01 of this Plan as of the first day of a month shall be automatically exercised in accordance with Section 6.01 unless sooner terminated in accordance with Article VII. ARTICLE VI - EXERCISE OF OPTIONS 6.01 AUTOMATIC EXERCISE Unless a participant sooner withdraws from the Plan as provided in Article VII, his option for the purchase of Common Stock with payroll deductions credited to his or her Fund Account will be deemed to have been exercised automatically on the last day of each calendar month, for the purchase from the Company of the number of whole shares of Common Stock which the accumulated payroll deductions credited to his or her Fund Account at that time will purchase at the applicable option price (but not in excess of the number of shares for which options have been granted to the participant pursuant to Section 5.01). Any excess amount credited to a participant's Fund Account at the end of the calendar year will be promptly returned to him or her. 6.02 FRACTIONAL SHARES The shares of Common Stock purchased by a participant upon the deemed exercise of his option as specified above shall not include fractional shares. Amounts credited to a participant's Fund Account which would have been used to purchase fractional shares shall remain credited to such Fund Account until subsequently used to purchase shares or paid to the participant or his or her beneficiary in accordance with Section 6.01 or Article VII. 6.03 INVESTMENT ACCOUNTS All shares of Common Stock purchased under the Plan shall be maintained by the Trustee in separate Investment Accounts for participants. All cash dividends paid with respect to the shares so purchased shall be reinvested in Common Stock and added to the shares held for a participant in his or her Investment Account. 5 ARTICLE VII - WITHDRAWAL 7.01 IN GENERAL A participant may withdraw payroll deductions credited to his or her Fund Account and the shares of Common Stock credited to his or her Investment Account under the Plan at any time by giving written notice of withdrawal to the Treasurer of the Company. All of the cash credited to his or her Fund Account and not used to buy Common Stock and the fair market value of any fractional shares held in his or her Investment Account shall be paid to the participant and one or more stock certificates representing the whole number of shares of Common Stock credited to his or her Investment Account shall be delivered to the participant promptly after receipt of his or her notice of withdrawal, and no further payroll deductions will be made from his or her pay except as provided in Section 7.02. Upon such a withdrawal, all unexercised options of the participant shall immediately terminate. 7.02 EFFECT ON SUBSEQUENT PARTICIPATION If a participant withdraws from participation in the Plan as provided in Section 7.01, such participant shall not be eligible to participate in the Plan for a period of time following the date of such withdrawal. If the withdrawal occurs during the period from January 1 to June 30 of a year, participation may begin again no earlier than January 1 of the next year. If the withdrawal occurs during the period from July 1 to December 31 of a year, participation may begin again no earlier than July 1 of the next year. 7.03 TERMINATION OF EMPLOYMENT Upon termination of the participant's employment for any reason, including retirement, his or her unexercised options shall immediately terminate, the cash credited to his or her Fund Account and not used to buy Common Stock and the fair market value of any fractional shares held in his or her Investment Account will be paid to him or her, and one or more stock certificates representing the shares of Common Stock credited to his or her Investment Account will be delivered to the participant, or, in the case of his or her death subsequent to the termination of his employment, to the person or persons entitled thereto under Section 10.01. ARTICLE VIII - COMMON STOCK 8.01 MAXIMUM NUMBER OF SHARES The maximum number of shares of Common Stock which the Company shall have authority to issue under this Plan, subject to adjustment upon changes in capitalization of the Company as 6 provided in Section 10.04, shall be 750,000 shares. Such shares may be authorized but unissued shares or treasury shares, as the Company shall determine. If the total number of shares for which options are exercised on any exercise date exceeds the maximum number of shares available, the Company shall make a pro rata allocation of the shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and the balance of payroll deductions credited to the Fund Account of each participant under the Plan shall be returned to him or her as promptly as possible. 8.02 PARTICIPANT'S INTEREST IN OPTION STOCK The participant will have no interest in Common Stock covered by his or her option until such option has been exercised. 8.03 REGISTRATION OF STOCK Shares of Common Stock purchased under the Plan will be held by the Trustee for the benefit of participants, until withdrawn by the participant in accordance with Article VII. Upon such withdrawal, the shares shall be registered in the name of the participant, or, if the participant so directs by written notice to the Treasurer of the Company, in the names of the participant and one such other person as may be designated by the participant, as joint tenants with rights of survivorship or as tenants by the entireties, to the extent permitted by applicable law. 8.04 RESTRICTIONS ON EXERCISE The Board of Directors of the Company may, in its discretion, require as conditions to the exercise of any option that the shares of Common Stock reserved for issuance upon the exercise of the option shall have been duly listed, upon official notice of issuance, on a stock exchange, and that either: (a) a Registration Statement under the Securities Act of 1933, as amended, with respect to said shares shall be effective, or (b) the participant shall have represented at the time of purchase, in form and substance satisfactory to the Company, that it is his or her intention to purchase the shares for investment and not for resale or distribution. 7 ARTICLE IX - ADMINISTRATION 9.01 APPOINTMENT OF COMMITTEE The Board of Directors of the Company shall appoint a Committee to administer the Plan. No member of the Committee shall be eligible to purchase Common Stock under the Plan. 9.02 AUTHORITY OF COMMITTEE Subject to the express provisions of the Plan, the Committee shall have plenary authority in its sole and absolute discretion to interpret and construe any and all provisions of the Plan, to adopt rules and regulations for administering the Plan, and to make all other determinations deemed necessary or advisable for administering the Plan. The Committee's determination on the foregoing matters shall be conclusive. 9.03 RULES GOVERNING THE ADMINISTRATION OF THE COMMITTEE The Board of Directors of the Company may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed and may fill vacancies, however caused, in the Committee. The Committee may select one of its members as its Chairman and shall hold its meetings at such times and places as it shall deem advisable and may hold telephonic meetings. A majority of the members of the Committee shall constitute the vote of a quorum. All determinations of the Committee shall be made by a majority of its members present. The Committee may correct any defect or omission or reconcile any inconsistency in the Plan, in the manner and to the extent it shall deem desirable. Any decision or determination reduced to writing and signed by a majority of the members of the Committee shall be as fully effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a secretary and shall make such rules and regulations for the conduct of its business as it shall deem advisable. ARTICLE X - MISCELLANEOUS 10.01 DESIGNATION OF BENEFICIARY A participant may file a written designation of a beneficiary who is to receive any cash and shares of Common Stock credited to the participant's Investment and Fund Accounts upon the participant's death. Such designation of beneficiary may be changed by the participant at any time by written notice to the Treasurer of the Company. Upon the death of a participant and upon receipt by the Company of proof of identity and existence at the participant's death of a beneficiary validly designated by him under the Plan, the Company shall deliver such cash and shares of 8 Common Stock to such beneficiary. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such cash and shares of Common Stock to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such cash and shares of Common Stock to the spouse or to any one or more dependents of the participant as the Company may designate. No beneficiary shall, prior to the death of the participant by whom he has been designated, acquire any interest in the cash and shares of Common Stock credited to the participant under the Plan. 10.02 TRANSFERABILITY During a participant's lifetime, his or her options can only be exercised by him or her. Neither the amounts credited to a participant's Fund Account nor any rights with regard to the exercise of an option or to receive stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the participant other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Section 7.01. 10.03 USE OF FUNDS All payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purpose and the Company shall not be obligated to segregate such amounts. 10.04 ADJUSTMENT UPON CHANGES IN CAPITALIZATION (a) If the outstanding shares of Common Stock are increased, decreased, changed into, or been exchanged for a different number or kind of shares or securities of the Company through reorganization, merger recapitalization, reclassification, stock split, reverse stock split or similar transaction, appropriate and proportionate adjustments may be made by the Committee in the number and/or kind of shares which are available for issuance under the Plan or subject to purchase under outstanding options and on the option exercise price or prices applicable to outstanding options. No adjustments shall be made for stock dividends. For the purposes of this paragraph, any distribution of shares to shareholders in an amount aggregating less than twenty percent (20%) of the outstanding shares shall be deemed a stock dividend. 9 (b) Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or upon a sale of substantially all of the property or stock of the Company to another corporation, the holder of each option then outstanding under the Plan will thereafter be entitled to receive at the next exercise date upon the exercise of such option for each share as to which such option shall be exercised, as nearly as reasonably may be determined, the cash, securities and/or property which a holder of one share of the Common Stock was entitled to receive upon and at the time of such transaction. The Board of Directors of the Company shall take such steps in connection with such transactions as the Board shall deem necessary to assure that the provisions of this Section 10.04 shall thereafter be applicable, as nearly as reasonably may be determined, in relation to the said cash, securities and/or property as to which such holder of such option might thereafter be entitled to receive. 10.05 AMENDMENT AND TERMINATION The Board of Directors of the Company shall have complete power and authority to terminate or amend the Plan; provided, however, that the Board of Directors of the Company shall not, without the approval of the stockholders of the Company (i) increase the maximum number of shares which the Company may purchase to provide participants with stock under the Plan; (ii) amend the requirements as to the class of employees eligible to purchase stock under the Plan; or (iii) permit the members of the Committee to purchase Common Stock under the Plan. No termination, modification, or amendment of the Plan may, without the consent of an Employee then having an option under the Plan to purchase Common Stock, adversely affect the rights of such Employee under such option. The Plan shall automatically terminate at the close of business on December 31, 2001 unless sooner terminated by action of the Board of Directors. 10.06 EFFECTIVE DATE The Plan shall become effective as of January 1, 1997, or such earlier date as the Board of Directors may determine, subject to approval by the holders of the majority of the Common Stock present and represented at a special or annual meeting of the shareholders of the Company to be held within twelve (12) months before or after the date the Plan is adopted by the Board of Directors of the Company. If the Plan is not so approved, the Plan shall not become effective. 10 10.07 NO EMPLOYMENT RIGHTS The Plan does not, directly or indirectly, create any right for the benefit of any employee or class of employees to purchase any shares under the Plan, or create in any employee or class of employees any right with respect to continuation of employment by the Company, and it shall not be deemed to interfere in any way with the Company's right to terminate, or otherwise modify, an employee's employment at any time. 10.08 COSTS AND EXPENSES No brokerage commissions or fees shall be charged by the Company in connection with the purchase of shares of Common Stock by participants under the Plan. All costs and expenses incurred in administering the Plan shall be borne by the Company. 10.09 EFFECT OF PLAN The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to the benefit of all, all successors of each Employee participating in the Plan, the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such Employee. 10.10 GOVERNING LAW The law of the State of Minnesota, other than the conflict of laws provisions of such law, shall govern all matters relating to this Plan except to the extent it is superseded by the laws of the United States. EX-5 3 EX-5 [LETTERHEAD] EXHIBIT 5 February 3, 1997 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 750,000 shares of common stock, par value $.01 of the Company (the "Common Stock"), reserved for issuance under the Polaris Industries Inc. Employee Stock Purchase Plan (the "Plan"). 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 Plan 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 February 3, 1997 Page 2 3. The 750,000 shares of Common Stock proposed to be issued under the Plan as described in the Registration Statement will, when issued pursuant to the terms of the Plan, 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/ James C. Melville ----------------------- James C. Melville 2 EX-23.1 4 EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we consent to the incorporation by reference in this Registration Statement of our report dated January 31, 1996, included in Polaris Industries Inc.'s Form 10-K for the year ended December 31, 1995 and to all references to our firm included in this Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Minneapolis, Minnesota, January 30, 1997 EX-23.2 5 CONSENT OF MCGLADREY & PULLEN, LLP EXHIBIT 23.2 [LETTERHEAD] CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated February 2, 1995, on the financial statements of Polaris Industries Inc. for the years ended December 31, 1994 and 1993, which report was included in the Polaris Industries Inc. 1995 Annual Report on Form 10-K. /s/ McGLADREY & PULLEN, LLP McGLADREY & PULLEN, LLP Minneapolis, Minnesota January 31, 1997 EX-24 6 EX-24 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 Michael W. Malone 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 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 750,000 shares of the Company's Common Stock, par value $.01, issuable under the Company's Employee Stock Purchase Plan. 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 23rd day of January 1997. 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 23rd day of January 1997. /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 /s/ Raymond F. Biggs - -------------------------- ----------------------- Kenneth D. Larson Raymond F. Biggs D I R E C T O R S 2 -----END PRIVACY-ENHANCED MESSAGE-----