S-8

As filed with the Securities and Exchange Commission on March 18, 2002

Registration No. 333-______

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
(state or other jurisdiction of
incorporation or organization) 41-1790959
(I.R.S. Employer Identification
Number)

_______________

2100 Highway 55
Medina, Minnesota 55340
(Address, including zip code, of registrant’s principal executive offices)

_______________

POLARIS INDUSTRIES INC. 1995 STOCK OPTION PLAN
POLARIS INDUSTRIES INC. 1996 RESTRICTED STOCK PLAN
(Full title of the plan)
_______________

Michael W. Malone, Vice President-Finance,
Chief Financial Officer, and Secretary
Polaris Industries Inc.
2100 Highway 55
Medina, Minnesota 55340
(753) 542-0500
(Name, address, including zip code and telephone number, including area code, of agent for service)
_______________

Copy to:
James C. Melville
Kaplan, Strangis and Kaplan, P.A.
5500 Wells Fargo Center, 90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 375-1138

TABLE OF CONTENTS

Opinion of Kaplan, Strangis and Kaplan, P.A.

Consent of Arthur Andersen LLP

Power of Attorney

CALCULATION OF REGISTRATION FEE

Title of Securities to		Amount to be		Proposed Maximum		Proposed Maximum		Amount of
be Registered		Registered(1)		Offering Price per		Aggregate Offering		Registration Fee
			Share (2)			Price
1995 Stock Option Plan:
	Common Stock	1,750,000 shares		$	63.90	$	111,825,000	$	10,287.90
	Par Value $.01
1996 Restricted Stock Plan:
	Common Stock	550,000 shares		$	63.90	$	35,145,000	$	3,233.34
	Par Value $.01

     (1)  This Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of additional shares of Common Stock, $.01 par value (the “Common Stock”) of Polaris Industries Inc. (the “Registrant”) that may be necessary to adjust the number of shares of the Registrant’s Common Stock reserved for issuance under the Polaris Industries Inc. 1995 Stock Option Plan and the Polaris Industries Inc. 1996 Restricted Stock Plan as the result of any future stock split, stock dividend, or similar adjustment of the outstanding Common Stock of the Registrant in accordance with Rule 416 under the Securities Act of 1933, as amended.

     (2)  Estimated by the Registrant solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and is based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on March 14, 2002.

2

EXPLANATORY NOTE

     Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Act”), this Registration Statement is filed to register additional shares of the common stock, par value $.01 per share (“Common Stock”) of Polaris Industries Inc., a Minnesota corporation (the “Registrant”), as follows:

• 1,750,000 additional shares of Common Stock reserved for issuance upon the exercise of stock options granted under the Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated (the “1995 Plan”); and

• 550,000 shares of Common Stock of the Registrant reserved for the issuance of restricted stock awards granted under the Polaris Industries Inc. 1996 Restricted Stock Plan, as amended and restated (the “1996 Plan”).

     On June 12, 1995, the Registrant filed a Registration Statement on Form S-8 (Registration No. 033-60157) to register 900,000 shares of its Common Stock reserved for issuance under the 1995 Plan; pursuant to Rule 416 of the Act, as the result of a 50% share dividend declared subsequent to the original filing, 450,000 additional shares, or an aggregate of 1,350,000 shares, of Common Stock are covered by the Registration Statement filed on June 12, 1995. On June 7, 1996, the Registrant filed a Registration Statement on Form S-8 (Registration No. 333-05463) to register 500,000 shares of the Registrant’s Common Stock reserved for issuance under the 1996 Plan (collectively, the “Prior Registration Statements”). The Registrant’s Prior Registration Statements are currently effective and the content thereof is incorporated herein by reference.

Item 8. Exhibits.

     The following Exhibits are filed as part of this Registration Statement:

4.1	Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated, incorporated by reference to Annex B to Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2001.
4.2	Polaris Industries Inc. 1996 Restricted Stock Plan, as amended and restated, incorporated by reference to Annex C to Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2001.
5	Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1	Consent of Arthur Andersen LLP
23.2	Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5)
24	Power of Attorney

3

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 March 18, 2002.

POLARIS INDUSTRIES INC

By: /s/ Thomas C. Tiller
Thomas C. Tiller,
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
W. Hall Wendel, Jr.	Chairman of the Board and Director	March 18, 2002
/s/ Thomas C. Tiller Thomas C. Tiller	Chief Executive Officer and Director (Principal Executive Officer)	March 18, 2002
/s/ Michael W.Malone Michael W. Malone	Vice President - Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	March 18, 2002
* Andris A. Baltins	Director	March 18, 2002
* William E. Fruhan, Jr.	Director	March 18, 2002
* John R. Menard, Jr.	Director	March 18, 2002

4

* Robert S. Moe	Director	March 18, 2002
* Gregory R. Palen	Director	March 18, 2002
* R.M. (Mark) Schreck	Director	March 18, 2002
J. Richard Stonesifer	Director	March 18, 2002
* Richard A. Zona	Director	March 18, 2002
*By: /s/Thomas C. Tiller Thomas C. Tiller Attorney-in-Fact		March 18, 2002

Thomas C. Tiller, pursuant to a Power of Attorney executed by each of the directors listed above whose named is marked by an “*” and filed as an exhibit hereto, by signing his name hereto does hereby sign and execute this Registration Statement of Polaris Industries Inc., or any amendment thereto, on behalf of each of the directors named above.

5

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated, incorporated by reference to Annex B to Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2001.
4.2	Polaris Industries Inc. 1996 Restricted Stock Plan, as amended and restated, incorporated by reference to Annex C to Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2001.
5	Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1	Consent of Arthur Andersen LLP
23.2	Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5.1)
24	Power of Attorney

6 EX-5 3 c68135ex5.txt OPINION OF KAPLAN, STRANGIS AND KAPLAN, P.A. EXHIBIT 5 March 18, 2002 Polaris Industries Inc. 2100 Highway 55 Medina, Minnesota 55340 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") to register an additional 2,300,000 shares of common stock, par value $.01 of the Company (the "Common Stock"), of which 1,750,000 shares are reserved for issuance upon the exercise of stock options granted under the Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated (the "1995 Plan"), and 550,000 shares are reserved for issuance of restricted stock awards granted under the Polaris Industries Inc. 1996 Restricted Stock Plan, as amended and restated (the "1996 Plan," together with the 1995 Plan collectively referred to herein as the "Plans"). These shares are in addition to the 900,000 shares of Common Stock offered pursuant to the 1995 Plan and registered on a currently effective Registration Statement on Form S-8 (File No. 033-60157), which Registration Statement, pursuant to Rule 416, includes an additional 450,000 shares resulting from a 50% share dividend declared subsequent to the original filing, and the 500,000 shares of Common Stock offered pursuant to the 1996 Plan and registered on a currently effective Registration Statement on Form S-8 (File No. 333-05463). 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 the 2,300,000 shares of Common Stock that may be issued under the Plans as described in the Registration Statement have been duly authorized and, when issued pursuant to the terms of the Plans, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Sincerely, /s/ KAPLAN, STRANGIS AND KAPLAN, P.A. EX-23.1 4 c68135ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 26, 2001, incorporated by reference in Polaris Industries Inc.'s Form 10-K for the year ended December 31, 2000 and to all references to our firm included in this Registration Statement. Arthur Andersen LLP /s/ ARTHUR ANDERSEN LLP Minneapolis, Minnesota, March 18, 2002 EX-24 5 c68135ex24.txt POWER OF ATTORNEY 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 Thomas C. Tiller 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 3,100,000 shares of the Company's Common Stock, par value $.01 ("Common Stock"), issuable under the Polaris Industries Inc. 1995 Stock Option Plan, as amended and restated, and up to 1,050,000 shares of the Company's Common Stock issuable under the Polaris Industries Inc. 1996 Restricted Stock Plan, as amended and restated. 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 18th day of March, 2002. POLARIS INDUSTRIES INC. By: /s/Thomas C. Tiller ----------------------------- Thomas C. Tiller Chief Executive Officer The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto set their hands as of the 18th day of March, 2002. /s/ Thomas C. Tiller - ------------------------------------------- --------------------------------- W. Hall Wendel, Jr. Thomas C. Tiller /s/ Andris A. Baltins /s/ William E. Fruhan, Jr - ------------------------------------------- --------------------------------- Andris A. Baltins William E. Fruhan, Jr. /s/ John R. Menard, Jr. /s/ Robert S. Moe - ------------------------------------------- --------------------------------- John R. Menard, Jr. Robert S. Moe /s/ Gregory R. Palen /s/ R.M. (Mark) Schreck - ------------------------------------------- --------------------------------- Gregory R. Palen R.M. (Mark) Schreck /s/ Richard A. Zona - ------------------------------------------- --------------------------------- J. Richard Stonesifer Richard A. Zona D I R E C T O R S -----END PRIVACY-ENHANCED MESSAGE-----

EX-5

                                                                       EXHIBIT 5






                                 March 18, 2002



Polaris Industries Inc.
2100 Highway 55
Medina, Minnesota 55340

         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") to register an
additional 2,300,000 shares of common stock, par value $.01 of the Company (the
"Common Stock"), of which 1,750,000 shares are reserved for issuance upon the
exercise of stock options granted under the Polaris Industries Inc. 1995 Stock
Option Plan, as amended and restated (the "1995 Plan"), and 550,000 shares are
reserved for issuance of restricted stock awards granted under the Polaris
Industries Inc. 1996 Restricted Stock Plan, as amended and restated (the "1996
Plan," together with the 1995 Plan collectively referred to herein as the
"Plans"). These shares are in addition to the 900,000 shares of Common Stock
offered pursuant to the 1995 Plan and registered on a currently effective
Registration Statement on Form S-8 (File No. 033-60157), which Registration
Statement, pursuant to Rule 416, includes an additional 450,000 shares resulting
from a 50% share dividend declared subsequent to the original filing, and the
500,000 shares of Common Stock offered pursuant to the 1996 Plan and registered
on a currently effective Registration Statement on Form S-8 (File No.
333-05463).

         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 the 2,300,000 shares
of Common Stock that may be issued under the Plans as described in the
Registration Statement have been duly authorized and, when issued pursuant to
the terms of the Plans, will be validly issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.

                                   Sincerely,

                                   /s/ KAPLAN, STRANGIS AND KAPLAN, P.A.

EX-23.1

                                                                    EXHIBIT 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 26, 2001,
incorporated by reference in Polaris Industries Inc.'s Form 10-K for the year
ended December 31, 2000 and to all references to our firm included in this
Registration Statement.

                                                        Arthur Andersen LLP

                                                        /s/ ARTHUR ANDERSEN LLP


Minneapolis, Minnesota,
     March 18, 2002

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 Thomas C. Tiller 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 3,100,000 shares of the Company's Common Stock,
par value $.01 ("Common Stock"), issuable under the Polaris Industries Inc. 1995
Stock Option Plan, as amended and restated, and up to 1,050,000 shares of the
Company's Common Stock issuable under the Polaris Industries Inc. 1996
Restricted Stock Plan, as amended and restated.

         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 18th day of March,
2002.

                                              POLARIS INDUSTRIES INC.



                                              By:      /s/Thomas C. Tiller
                                                   -----------------------------
                                                         Thomas C. Tiller
                                                         Chief Executive Officer




         The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto
set their hands as of the 18th day of March, 2002.



                                                      /s/ Thomas C. Tiller
- -------------------------------------------    ---------------------------------
W. Hall Wendel, Jr.                            Thomas C. Tiller



        /s/ Andris A. Baltins                          /s/ William E. Fruhan, Jr
- -------------------------------------------    ---------------------------------
Andris A. Baltins                              William E. Fruhan, Jr.



        /s/ John R. Menard, Jr.                        /s/ Robert S. Moe
- -------------------------------------------    ---------------------------------
John R. Menard, Jr.                            Robert S. Moe



        /s/ Gregory R. Palen                           /s/ R.M. (Mark) Schreck
- -------------------------------------------    ---------------------------------
Gregory R. Palen                               R.M. (Mark) Schreck



                                                       /s/ Richard A. Zona
- -------------------------------------------    ---------------------------------
J. Richard Stonesifer                          Richard A. Zona



                                D I R E C T O R S