-----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, WwyjOc5o2stPX0JboCmAHgqf7e3aPcIdbZRr8CCo3du46HRrTPyBJs4hwAznCnzn siZFKxacqQIiAWe9Ryh5Cw== 0001047469-99-018115.txt : 19990506 0001047469-99-018115.hdr.sgml : 19990506 ACCESSION NUMBER: 0001047469-99-018115 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990505 EFFECTIVENESS DATE: 19990505 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: SEC FILE NUMBER: 333-77765 FILM NUMBER: 99610575 BUSINESS ADDRESS: STREET 1: 1225 HIGHWAY 169 N CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6125420500 MAIL ADDRESS: STREET 1: 1225 HIGHWAY 169 N 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 April 30, 1999 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 41-1790959 (state or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) -------------------- 1225 Highway 169 North Minneapolis, Minnesota 55441 (Address, including zip code, of registrant's principal executive offices) -------------------- POLARIS INDUSTRIES INC. 1999 BROAD-BASED STOCK OPTION PLAN (Full title of the plan) -------------------- Michael W. Malone, Vice President-Finance, Chief Financial Officer, and Secretary Polaris Industries Inc. 1225 Highway 169 North Minneapolis, Minnesota 55441 (612) 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 Norwest Center, 90 South Seventh Street Minneapolis, Minnesota 55402 (612) 375-1138 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 - ---------------------- -------------- ------------------ ------------------ ---------------- Common Stock Par Value $.01 350,000 shares $ 37.469 $13,114,150.00 $3,645.73
- ---------- (1) 350,000 shares of Common Stock, $.01 par value (the "Common Stock"), of Polaris Industries Inc. (the "Company") are reserved for issuance under the Polaris Industries Inc. 1999 Broad-Based Stock Option 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 registration fee pursuant to Rule 457(h) and is based upon the average of the high and low prices of the Company's Common Stock as reported on the New York Stock Exchange on May 3, 1999. 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, 1998, 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. 3 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 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 56,035 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. 1999 Broad-Based Stock Option Plan 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 Powers of Attorney 4 ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (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. 5 (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 April 30, 1999. POLARIS INDUSTRIES INC. By: /s/ W. Hall Wendel, Jr. ------------------------- W. Hall Wendel, Jr. Chairman of the Board and 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. Chairman of the Board and April 30, 1999 - ------------------------------------ Chief Executive Officer and W. Hall Wendel, Jr. Director (Principal Executive Officer) /s/ Thomas C. Tiller President, Chief Operating April 30, 1999 - ------------------------------------ Officer and Director Thomas C. Tiller /s/ Michael W. Malone Vice President - Finance, April 30, 1999 - ------------------------------------ Chief Financial Officer and Michael W. Malone Secretary (Principal Financial and Accounting Officer) * Director April 30, 1999 - ------------------------------------ Andris A. Baltins 7 * Director April 30, 1999 - ------------------------------------ Raymond J. Biggs * Director April 30, 1999 - ------------------------------------ Beverly F. Dolan * Director April 30, 1999 - ------------------------------------ Robert S. Moe * Director April 30, 1999 - ------------------------------------ Gregory R. Palen * Director April 30, 1999 - ------------------------------------ Bruce A. Thomson * Director April 30, 1999 - ------------------------------------ Stephen G. Shank By: /s/W. Hall Wendel, Jr. April 30, 1999 ----------------------- 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
Exhibit Number Description - -------------- ----------- 4.1 Polaris Industries Inc. 1999 Broad-Based Stock Option Plan 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 Powers of Attorney
9 EX-4.1 2 EXHIBIT 4.1 EXHIBIT 4.1 POLARIS INDUSTRIES INC. 1999 BROAD-BASED STOCK OPTION PLAN 1. PURPOSE OF THE PLAN The purpose of the Polaris Industries Inc. 1999 Broad-Based Stock Option Plan (the "PLAN") is to promote the interest of Polaris Industries Inc. (the "COMPANY") and its subsidiaries (the "SUBSIDIARIES") by providing a vehicle under which the Company can offer to eligible employees the opportunity to obtain equity interests in the Company, thereby increasing employee ownership of Company stock, better enabling the Company to recruit and retain top talent and allowing eligible employees to share in the benefits of future growth in the value of the Company that they help to create. 2. ADMINISTRATION The Plan shall be administered by the Stock Award Compensation Committee (the "COMMITTEE") of the Board of Directors of the Company (the "BOARD"). The Committee shall have the sole and absolute power, authority and discretion to interpret the Plan, to prescribe, amend and rescind rules and regulations to further the purposes of the Plan, and to make all other determinations necessary for the administration of the Plan. All such actions by the Committee shall be final and binding. To the extent permitted by law, members of the Committee shall be indemnified and held harmless by the Company with respect to any loss, cost, liability or expense that may be reasonably incurred in connection with any claim, action, suit or proceeding which arises by reason of any act or omission under the Plan so long as such act or omission is taken in good faith and within the scope of the authority delegated herein. The Committee may, subject to compliance with applicable legal requirements, delegate such of its powers and authority under the Plan as it deems appropriate to designated officers or employees of the Company. In the event of any such delegation of authority, references in the Plan to the Committee shall be deemed to refer to the delegate of the Committee. 3. NONQUALIFIED STOCK OPTIONS Awards under the Plan shall be in the form of non-qualified stock options ("OPTIONS"), i.e. stock options which do not qualify as "incentive stock options" within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended (the "CODE"). Each Option award shall be evidenced by a written award agreement in such form as the Committee shall approve from time to time. 4. SHARES SUBJECT TO THE PLAN Options in respect of an aggregate of up to 350,000 shares of the Common Stock of the Company, par value $.01 per share (the "COMMON STOCK"), shall be available for award under the Plan. If any Option shall cease to be exercisable in whole or in part for any reason, the shares which were covered by such Option but as to which the Option had not been exercised shall again be available under the Plan. Shares issuable under the Plan shall be made available from authorized and unissued or reacquired Common Stock. 5. PARTICIPANTS; OPTION AWARDS (a) INITIAL GRANTS. As of a date approved by the Committee as the implementation date for the Plan, a one-time award of Options will be granted to each full-time employee of the Company and its Subsidiaries, other than any such employee who is an executive officer or director of the Company, and to each part-time employee of the Company and its Subsidiaries provided that such part-time employee has performed at least 1,000 hours of service prior to that grant date. Notwithstanding the foregoing, only persons who are residents of the United States or of the Province of Manitoba, Canada, other than District Sales Managers who reside in such Province, shall be eligible to receive grants under the Plan. Seasonal employees shall not be eligible to receive grants under the Plan. Employees covered by a collective bargaining agreement (as defined by the Secretary of Labor) between employees' representatives and the Company are not eligible to receive grants under the Plan if the benefits provided hereunder were the subject of good faith bargaining between such employees' representatives and the Company and such collective bargaining agreement does not provide for grants to be made to such employees under the Plan. Each eligible full-time employee shall receive an Option for 100 shares of Common Stock and each eligible part-time employee will receive an Option for 50 shares of Common Stock. Employees who are hired after, and part-time employees who do not meet the 1,000 hour requirement at, the date of the initial grant of Options will participate in the Plan only if and to the extent that the Committee decides to make additional Option grants pursuant to Section 5(b). (b) ADDITIONAL GRANTS. The Committee may, but shall not be obligated to, make Option grants under the Plan in addition to those described in Section 5(a). The Committee shall determine and designate from time to time those employees of the Company and the Subsidiaries who shall be awarded such additional Option grants under the Plan and the number of shares of Common Stock to be covered by each such Option. In making its determinations, the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan. 6. FAIR MARKET VALUE For all purposes under the Plan, the term "FAIR MARKET VALUE" shall mean, as of any applicable date, the closing price of the Common Stock as reported on the New York Stock Exchange Composite Tape on such date, or if no such reported sale of the Common Stock shall have occurred on such date, on the nearest preceding date on which there was such a reported sale. 7. EXERCISE PRICE Options shall be granted at an exercise price equal to 100% of the Fair Market Value of the underlying shares of Common Stock on the date of grant. 8. OPTION PERIOD The Options granted under the Plan may be exercised by participants, in whole (partial exercises are not permitted), within ten years following the date of grant, provided that the vesting conditions set forth in Section 9 are met and subject to earlier expiration as set forth in Section 11. 9. VESTING AND OTHER TERMS AND CONDITIONS OF OPTIONS An Option will become vested and exercisable in full on the earliest of (a) the third anniversary of the date of grant of such Option, (b) the first date after the date of grant on which the closing price of the Common Stock as reported on the New York Stock Exchange Composite Tape is at least two times the per share exercise price of the Option or (c) upon the occurrence of a Change in Control. The Committee shall have the discretion to determine additional terms and conditions, consistent with this Plan, that will be applicable to Options granted hereunder. The Committee shall also have the discretion to accelerate the exercise date of an Option whenever it decides, in its absolute discretion, that such action is in the best interests of the Company and is equitable to the participant. For purposes of the Plan, a "Change in Control" shall be deemed to have occurred upon: (i) The occurrence of any election of persons to the Board that causes at least one-half of the Board to consist of persons other than (x) persons who were members of the Board on January 1, 1996 and (y) persons who were nominated for election by the Board as members of the Board at a time when more than one-half of the members of the Board consisted of persons who were members of the Board on January 1, 1996; provided, however, that any person nominated for election by the Board at a time when at least one-half of the members of the Board were persons described in clauses (x) and/or (y) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (x) (persons described or deemed described in clauses (x) and/or (y) are referred to herein as ("Incumbent Directors")); or (ii) The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities equal to or greater than 35% of the Company Voting Securities unless such acquisition has been designated by the Incumbent Directors as an acquisition not constituting a Change of Control for purposes hereof; or (iii) A liquidation or dissolution of the Company; or a reorganization, merger or consolidation of the Company unless, following such reorganization, merger or consolidation, the Company is the surviving entity resulting from such reorganization, merger or consolidation or at least one-half of the Board of Directors of the entity resulting from such reorganization, merger or consolidation consists of Incumbent Directors; or a sale or other disposition of all or substantially all of the assets of the Company unless, following such sale or disposition, at least one-half of the Board of Directors of the transferee consists of Incumbent Directors. As used herein, "COMPANY VOTING SECURITIES" means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of the Board. 10. EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK A participant may exercise all, but not less than all, of the Options granted to him or her under the Plan by delivering written notice of exercise to the Company which must be received by the officer or employee of the Company designated in the applicable award agreement at or before the close of business on the expiration date of the Option. Full payment for shares of Common Stock purchased upon the exercise of the Option shall be made at the time the Option is exercised in whole (partial exercises are not permitted). Payment of the purchase price shall be made in cash or in such other form as the Committee may approve in the applicable award agreement, including, without limitation, payment in accordance with a cashless exercise program under which, if so instructed by the participant, shares may be issued directed to the participant's broker or dealer upon receipt of an irrevocable written notice of exercise from the participant. No shares of Common Stock shall be issued to the participant until such payment has been made, and a participant shall have none of the rights of a stockholder with respect to Options held except to the extent such Options have been exercised. 11. TERMINATION OF OPTIONS A participant shall be entitled to exercise his or her Options, to the extent such Options were exercisable on the date of termination, for a period of (a) thirty (30) days (but not after the scheduled expiration date of such Options) following the date of termination of the participant's employment for any reason other than the participant's disability (within the meaning of Section 22(e)(3) of the Code), death or retirement on or after his normal retirement age in accordance with the Company's retirement policy for employees, as appropriate, and (b) one (1) year (but not after the scheduled expiration date of such Options) following the date of termination of employment by reason of the participant's disability (within the meaning of Section 22(e)(3) of the Code), death or retirement on or after his normal retirement age in accordance with the Company's retirement policy for employees. 12. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN In the event of any subdivision or combination of the outstanding shares of Common Stock, stock dividend, recapitalization, reclassification of shares, sale, lease or transfer of substantially all of the assets of the Company, substantial distributions to stockholders, merger, consolidation or other corporate transactions which would result in a substantial dilution or enlargement of the rights or economic benefits inuring to participants hereunder, the Committee shall make such equitable adjustments as it may deem appropriate in the Plan and the outstanding Options, including, without limitation, any adjustment in the total number of shares of Common Stock which may thereafter be available under the Plan. 13. MERGERS AND SIMILAR TRANSACTIONS In the event of any merger, reorganization, consolidation, share exchange, transfer of assets or other transaction having similar effect involving the Company (a "MERGER") in which the Company is not the surviving corporation or pursuant to which a majority of the shares which are of the same class as the shares that are subject to outstanding Options are exchanged for, or converted into, or otherwise become shares of another corporation or other consideration, the Committee shall have the sole discretion to determine that (i) the surviving, continuing, successor or purchasing corporation, as the case may be (the "ACQUIRING CORPORATION"), shall assume the Company's rights and obligations under outstanding award agreements or substitute awards in respect of the Acquiring Corporation's stock for outstanding Options, or (ii) the Options shall be cancelled in exchange for such consideration as the Committee shall approve (based on the value of the consideration received in the Merger by holders of Common Stock). 14. NONASSIGNABILITY Options shall not be transferable other than by will or the laws of descent and distribution and are exercisable during participant's lifetime only by the participant. 15. WITHHOLDING Whenever the Company proposes or is required to issue or transfer shares of Common Stock in connection with the exercise of Options, the Company shall have the right to require the option holder to pay to the Company an amount sufficient to satisfy any federal, state or local withholding tax requirements with respect to such exercise. Such payment may be directly from the Company or in accordance with a cashless exercise program approved by the Committee. In addition, the Company shall have the right to deduct from all amounts paid to a participant in cash as salary, bonus or other compensation any taxes required by law to be withheld in respect of Options under this Plan. 16. CONSTRUCTION OF THE PLAN The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Minnesota, other than the conflict of law provisions of such laws. 17. AMENDMENT The Board may, by resolution, amend or revise the Plan, except that the Board may not alter or impair any Options previously granted under the Plan without the consent of the holders thereof, except in accordance with the provisions of Paragraph 12. 18. EFFECTIVE DATE; TERMINATION OF PLAN The Plan shall become effective as of April 1, 1999. The Plan shall terminate on the tenth (10th) anniversary of the effective date, unless it is sooner terminated by the Board. Termination of the Plan shall not affect Options previously granted under the Plan. EX-5 3 EXHIBIT 5 EXHIBIT 5 [LETTERHEAD] April 30, 1999 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 350,000 shares of common stock, par value $.01 of the Company (the "Common Stock"), reserved for issuance under the Polaris Industries Inc. 1999 Broad-Based Stock Option 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. 3. The 350,000 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, /s/ Kaplan, Strangis and Kaplan, P.A. KAPLAN, STRANGIS AND KAPLAN, P.A. EX-23.1 4 EXHIBIT 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 29, 1999, included in Polaris Industries Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Minneapolis, Minnesota, April 30, 1999 EX-24 5 EXHIBIT 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 350,000 shares of the Company's Common Stock, par value $.01, issuable under the Company's 1998 Broad-Based Stock Option 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 31st day of March, 1999. 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 31st day of March, 1999. /s/ W. Hall Wendel, Jr. /s/ Thomas C. Tiller - ------------------------- ------------------------- W. Hall Wendel, Jr. Thomas C. Tiller /s/ Bruce A. Thomson /s/ Stephen G. Shank - ------------------------- ------------------------- Bruce A. Thomson Stephen G. Shank /s/ Andris A. Baltins /s/ Gregory R. Palen - ------------------------- ------------------------- Andris A. Baltins Gregory R. Palen /s/ Beverly F. Dolan /s/ Robert S. Moe - ------------------------- ------------------------- Beverly F. Dolan Robert S. Moe /s/ Raymond J. Biggs - ------------------------- Raymond J. Biggs D I R E C T O R S -----END PRIVACY-ENHANCED MESSAGE-----