8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 12, 2005

POLARIS INDUSTRIES INC.

(Exact name of Registrant as specified in its charter)

Minnesota	1-11411	41-1790959
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2100 Highway 55
Medina, Minnesota 55340
(Address of principal executive offices)
(Zip Code)

(763) 542-0500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 7.01 Regulation FD Disclosure.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Employment Offer Letter - Bennett J. Morgan
Press Release

Item 1.01 Entry into a Material Definitive Agreement.

      On April 12, 2005, Polaris Industries Inc. (the “Company”) announced that it had entered into an offer of employment (the “Offer Letter”) with Bennett J. Morgan in connection with his promotion to President and Chief Operating Officer of the Company, effective April 11, 2005. Pursuant to the Offer Letter, the Company has agreed to provide Mr. Morgan:

(i)	a base annual salary in the amount of $350,000, which will be reviewed annually by the Compensation Committee of the Board of Directors;
(ii)	an opportunity to earn an annual bonus based upon participation in the Company’s performance-based Senior Executive Annual Incentive Compensation Plan;
(iii)	an opportunity to receive incentive compensation awards under the Company’s performance-based Long Term Incentive Plan;
(iv)	a stock option to purchase 20,000 shares of the Company’s common stock at an exercise price equal to the closing price of the common stock on the New York Stock Exchange on April 11, 2005, the date of grant, subject to the terms of the Company’s 1995 Stock Option Plan and the Company’s standard form of stock option agreement;
(v)	a stock option to purchase 15,000 shares of the Company’s common stock at an exercise price equal to 115% of the closing price of the common stock on the New York Stock Exchange on April 11, 2005, the date of grant, subject to the terms of the Company’s 1995 Stock Option Plan and the Company’s standard form of stock option agreement; and
(vi)	the opportunity to participate in the Company’s benefit programs and receive the perquisites made available by the Company to its executives including medical, dental, disability and life insurance coverage, financial planning and tax preparation services, 401(k) retirement savings plan and Supplemental Executive Retirement Plan participation, a country club membership, use of twelve of Polaris’ products in accordance with the Company’s guidelines and an annual physical examination at the Mayo Clinic for him and his spouse paid for by the Company.

      The description of the terms of the Offer Letter is qualified in its entirety by reference to the Offer Letter, which is attached hereto as Exhibit 10(y) and is incorporated herein by reference.

      Mr. Morgan previously entered into a change of control agreement with the Company in form and substance substantially as previously filed by the Company as Exhibit 10(q) to its Annual Report on Form 10-K for the year ended December 31, 1996.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

      On April 12, 2005, the Company announced that Bennett J. Morgan, age 41, has been promoted to the position of President and Chief Operating Officer, effective immediately. Mr. Morgan has been employed by the Company in various management positions for the past seven years, most recently as its Vice President and General Manager—All-Terrain Vehicles (“ATV”) Division since November 2004. Mr. Morgan had been General Manager—ATV Division since May 2001. Prior thereto, Mr. Morgan was General Manager—Parts, Garments and Accessories

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Division since 1997. Prior to his General Manager responsibilities, Mr. Morgan spent 10 years in various marketing, product development and operations responsibilities at Polaris after joining the Company in 1987. While Thomas C. Tiller served as the Company’s President prior to Mr. Morgan’s promotion, he will continue to serve as the Company’s Chief Executive Officer.

       On April 12, 2005 the Company also announced that Kenneth J. Sobaski, the Vice President — Sales, Marketing and Service will depart from the Company to pursue other interests.

Item 7.01 Regulation FD Disclosure.

      A copy of the press release relating to the Offer Letter and Mr. Morgan’s promotion to the position of President and Chief Operating Officer of the Company, as described in Items 1.01 and 5.02 above, is attached as Exhibit 99.1 to this Current Report on Form 8-K.

      This information is furnished and not deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01 Financial Statements and Exhibits.

(c)    Exhibits.

10(y)	Employment Offer Letter dated April 4, 2005 by and between Polaris Industries Inc. and Bennett J. Morgan
99.1	Press release dated April 12, 2005

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SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 18, 2005

POLARIS INDUSTRIES INC.
 

/s/ Michael W. Malone  

Michael W. Malone 

Vice President – Finance,
Chief Financial Officer and
Secretary of Polaris Industries Inc. 

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EXHIBIT INDEX

Exhibit No.	Description
10(y)	Employment Offer Letter dated April 4, 2005 by and between Polaris Industries Inc. and Bennett J. Morgan
99.1	Press release dated April 12, 2005

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EX-10.(Y)

Exhibit 10(y)

April 4, 2005

Mr. Bennett Morgan

Dear Bennett:

On behalf of the Board of Directors of Polaris Industries Inc. (“Polaris”), I am pleased to offer you the positions of President and Chief Operating Officer of Polaris. This letter will confirm the terms of your employment and the revised compensation program offered to you in connection with this promotion.

I.	Title and reporting relationship
	President & Chief Operating Officer reporting to the Chief Executive Officer.
II.	Effective Date
	April 11, 2005
III.	Base Salary
	Your annual base salary will be $350,000 paid bi-weekly. Your salary will be reviewed annually by the Compensation Committee of the Board of Directors.
IV.	Cash Incentive Compensation
	You will be an “A” Company officer eligible to participate in Polaris’ Senior Executive Annual Incentive Compensation Plan (the “Plan”). The Compensation Committee of the Board of Directors will determine, in accordance with the Plan, on an annual basis the actual amount of any performance incentive award (“Annual Bonus”) to be awarded to you under the Plan. During the term of your employment you will be eligible to receive a target annual payment under the Plan equal to 100 percent of your base salary subject to the performance criteria established by the Compensation Committee under the Plan.
V.	Stock Options
	Upon the effective date of your promotion, you will be granted the following:

(a)   A stock option to purchase 20,000 shares of Polaris common stock under the 1995 Stock Option Plan (the “Stock Option Plan”). These shares will become exercisable on the third anniversary of

the date of grant at an exercise price equal to the fair market value of a share of Polaris common stock on April 11, 2005, as determined in accordance with the Stock Option Plan. This stock option will be subject to the provisions, terms and conditions of the Stock Option Plan and will be evidenced by Polaris’ standard form of stock option agreement.

(b)

A stock option to purchase 15,000 shares of Polaris common stock under the Stock Option Plan. These shares will become exercisable on the third anniversary of the date of grant at an exercise price equal to 115% of the fair market value of a share of Polaris common stock on April 11, 2005, as determined in accordance with the Stock Option Plan. This stock option will be subject to the provisions, terms and conditions of the Stock Option Plan and will be evidenced by Polaris’ standard form stock option agreement.

	You will be eligible to receive additional stock options, subject to performance criteria established by the Compensation Committee.
VI.	Long Term Incentive Plan (LTIP)
	Your target for LTIP for plan year 2005 and beyond will be 100% of base salary.
VII.	Benefits & Perquisites
	You will continue to participate in Polaris’ benefit programs and receive the perquisites made available by Polaris to its executives including medical, dental, disability and life insurance coverage, financial planning and tax preparation services, 401(k) retirement savings plan and Supplemental Executive Retirement Plan participation, and a country club membership. Additionally, you will have the use of 12 Polaris products in accordance with Polaris’ guidelines. You and your spouse will also be eligible for an annual physical examination at the Mayo Clinic paid for by Polaris. A summary of your benefits is enclosed in Attachment “A”.

Very truly yours,

/s/ Thomas C. Tiller

Thomas C. Tiller
Chief Executive Officer

Accepted and Confirmed:

Date: April 11, 2005

/s/  Bennett Morgan

Bennett Morgan

EX-99.1

EXHIBIT 99.1

News Release

2100 Highway 55
Medina, MN 55340-9770
763-542-0500      763-542-0599 fax

Contact:	Marlys Knutson
	Polaris Industries Inc.
	763-542-0533
	David Fransen
	Weber Shandwick
	952-346-6225

POLARIS ANNOUNCES NEW PRESIDENT AND COO

Bennett Morgan promoted to the company’s number-two post

MINNEAPOLIS, April 12, 2005 - Polaris Industries Inc. (NYSE/PSE: PII) today announced the appointment of Bennett Morgan as president and chief operating officer, effective immediately.

      Morgan, 41, is an eighteen-year veteran of Polaris. Prior to this promotion, he was vice president and general manager responsible for leading the company’s all terrain vehicle division, its largest, for the last four years. Over his career, Morgan has demonstrated success in a wide variety of sales, marketing, and general management roles, including general manager of the Parts, Garments and Accessories Division.

      “Bennett Morgan is a proven leader with a strong track record. The ATV business represents over 60% of Polaris’ sales, and he has done a terrific job in leading that business toward profitable growth over the last four years. He has been integral to our overall success, and I’m excited to have him take on this new and important role,” said Tiller. “He understands virtually every aspect of our business, and with his leadership, we are even better equipped to achieve our long-term goals. The board and I have every confidence that Bennett will do a great job.”

      Morgan is taking over the role of President and COO, a position held by Tiller since 1999, and will be charged with the internal operations of the Company and the day-to-day execution. Tiller, as CEO, will focus on strategic issues, the long term direction of the Company and will continue to be the external voice for Polaris. The Company indicated that separating the duties of CEO and COO has become a necessary step, in part because the company has nearly doubled in size, is growing its international business very rapidly and is facing a larger and more complex competitive and regulatory environment.

      “This is a tremendous opportunity to help lead a great company to new levels of performance and success,” said Morgan. “My goal is to ensure that we continue to lead the industry through product innovation and excellent management, while never losing sight of our customers’ passion for the ride.”

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News Release

2100 Highway 55
Medina, MN 55340-9770
763-542-0500       763-542-0599 fax

Polaris President/COO Announcement/2

About Polaris

      Information about the complete line of Polaris products apparel and vehicle accessories is available from authorized Polaris dealers or from the Polaris homepage at www.polarisindustries.com.

      With annual 2004 sales of $1.8 billion, Polaris designs, engineers, manufactures and markets snowmobiles, all-terrain vehicles (ATVs), Victory motorcycles and the Polaris RANGER for recreational and utility use.

      Polaris is the recognized leader in the snowmobile industry; and one of the largest manufacturers of ATVs in the world. Victory motorcycles, established in 1998 and representing the first all-new American-made motorcycle from a major company in nearly 60 years, are rapidly making impressive in-roads into the motorcycle cruiser marketplace. Polaris also enhances the riding experience with a complete line of Pure Polaris apparel, accessories and parts, available at Polaris dealerships.

      Polaris Industries Inc. trades on the New York Stock Exchange and Pacific Stock Exchange under the symbol “PII,” and the Company is included in the S&P Small-Cap 600 stock price index.

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