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): August 15, 2011

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 under the Exchange Act (17 CFR 240.14a-12)

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))

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 15, 2011, Polaris Industries Inc. (the “Company”) filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Minnesota, the amendment to be effective as of close of business on September 12, 2011.  The amendment increases the number of common shares, par value $0.01 per share, that the Company has authority to issue from 80.0 million to 160.0 million.  The increase in the number of authorized common shares will occur in connection with the 2-for-1 stock split, effected in the form of a stock dividend, of the Company’s common stock approved by the Company’s Board of Directors on July 20, 2011 to be effective September 12, 2011.  A copy of the Articles of Amendment of Articles of Incorporation is attached hereto as Exhibit 3.a and is incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.
	Exhibit No.	Description
	3.a	Articles of Amendment of Articles of Incorporation of Polaris Industries Inc.

SIGNATURES

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: August 17, 2011
	POLARIS INDUSTRIES INC.
	/s/ Michael W. Malone
	Michael W. Malone
	Vice President – Finance and
	Chief Financial Officer of Polaris Industries Inc.

EXHIBIT INDEX

Exhibit
Number	Description
3.a	Articles of Amendment of Articles of Incorporation of Polaris Industries Inc.

EX-3.A

Exhibit 3.a

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

POLARIS INDUSTRIES INC.

The undersigned, Stacy L. Bogart, Vice President - General Counsel and Secretary of Polaris Industries Inc., a Minnesota corporation (the “Corporation”), hereby certifies (i) that the first paragraph of Article IV of the Corporation’s Articles of Incorporation has been amended, effective at the close of business on September 12, 2011 (the “Effective Time”), to read in its entirety as follows:

“The aggregate number of shares of stock the Corporation is authorized to issue is one hundred eighty million (180,000,000), consisting of twenty million (20,000,000) shares of preferred stock, par value of $.01 per share (the “Preferred Stock”) and one hundred sixty million (160,000,000) shares of common stock, par value of $.01 per share (the “Common Stock”).”

(ii) that such amendment has been adopted in accordance with the requirements of, and pursuant to, Chapter 302A of the Minnesota Statutes; (iii) that such amendment was adopted pursuant to Section 302A.402, Subd. 3, of the Minnesota Statutes in connection with a two-for-one stock split of the Corporation’s Common Stock, par value $.01 per share (the “Common Stock”) effected in the form of a stock dividend; and (iv) that such amendment will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series of the Corporation and will not result in the percentage of authorized shares of any class or series that remains unissued after such dividend exceeding the percentage of authorized shares of that class or series that were unissued before the dividend.

The stock split giving rise to the amendment set forth above is a two-for-one stock split of the Common Stock.  Such stock split is being effected in the form of a dividend as follows:

(i)Effective at the Effective Time, one newly issued share of the authorized but unissued Common Stock shall be issued to holders of record of shares of Common Stock at the close of business on September 2, 2011 (the “Record Date”) for every one share of Common Stock held of record by each shareholder of Common Stock at the Record Date, and such newly issued shares shall be validly issued, fully paid and nonassessable;

(ii)          With respect to each share of Common Stock, if any, that is first issued and becomes outstanding after the close of business on the Record Date but prior to the Effective Time and that remains outstanding immediately prior to the Effective Time, one newly issued share of the authorized but unissued Common Stock shall be issued to each holder of record to whom such a share of Common Stock has first been issued, and such newly issued shares shall be validly issued, fully paid and nonassessable; and

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(iii)          Each stock certificate representing a share or shares of Common Stock immediately prior to the Effective Time shall continue to represent the same number of shares following the Effective Time.

The foregoing Articles of Amendment shall take effect at the Effective Time previously stated herein.

IN WITNESS WHEREOF, I have subscribed my name this 15th day of August, 2011.

/s/ Stacy L. Bogart

Stacy L. Bogart

 

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