S-8

As filed with the Securities and Exchange Commission on October 27, 2015

Registration No. 333-

UNITED STATES

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 No.)
2100 Highway 55 Medina, Minnesota (Address of Principal Executive Offices)	55340 (Zip Code)

Polaris Industries Inc. 2007 Omnibus Incentive Plan

(As Amended and Restated April 30, 2015)

(Full Title of the Plan)

Stacy L. Bogart

Senior Vice President - General Counsel and Secretary

Polaris Industries Inc.

2100 Highway 55

Medina, Minnesota 55340

(Name and Address of Agent for Service)

Telephone number, including area code, of agent for service: (763) 542-0500

______________________

Copies to:

Amy C. Seidel

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402-3901

(612) 766-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):

Large Accelerated Filer þ Accelerated Filer Non-accelerated Filer Smaller Reporting Company

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, $.01 par value(3)	7,500,000 shares	$110.625	$829,687,500	$83,549.53

(1) This Registration Statement includes, in addition to the number of shares stated above, an indeterminate number of additional shares that may be issued pursuant to the provisions of the plan described herein as the result of any future stock split, stock dividend, or similar adjustment of Polaris Industries Inc.’s outstanding common stock, par value $.01 per share (the “Common Stock”) in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Act”).

(2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 based on the average of the high and low sale prices per share of the Registrant’s Common Stock as quoted on the New York Stock Exchange on October 26, 2015.

(3) Includes an equal number of preferred share purchase rights associated with our Common Stock under a Rights Agreement dated as of April 29, 2010.

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8 under the Securities Act, this Registration Statement is filed to register 7,500,000 additional shares of the Common Stock of Polaris Industries Inc., a Minnesota corporation (the “Registrant”), reserved for issuance for all awards granted under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (as amended and restated, the “Omnibus Plan”).

An aggregate of 14,335,472 shares of the Registrant’s Common Stock under the Omnibus Plan was previously registered pursuant to a Registration Statement on Form S-8 (No. 333-147799) filed with the Securities and Exchange Commission on December 3, 2007, Registration Statement on Form S-8 (No. 333-161919) filed with the Securities and Exchange Commission on September 15, 2009 and Registration Statement on Form S-8 (No. 333-174159) on May 12, 2011, after giving effect to a two-for-one stock split effective September 12, 2011. Such Registration Statements are currently effective and the contents thereof are incorporated herein by reference except to the extent that such content is superseded by the items appearing below.

PART II

Item 5.Interests of Named Experts and Counsel.

Faegre Baker Daniels LLP has given an opinion on the validity of the shares being registered by this Registration Statement. Faegre Baker Daniels LLP does not have an interest in the Registrant of the type specified in Item 509 of Regulation S-K.

Item 8.Exhibits.

3.1	Restated Articles of Incorporation of the Registrant, effective October 24, 2011, incorporated by reference to Exhibit 3.a to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
3.2	Bylaws of the Registrant, as amended and restated on April 29, 2010, incorporated by reference to Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
4.1	Amended and Restated Rights Agreement, dated as of April 29, 2010, between the Registrant and Wells Fargo Bank, National Association, as Rights Agent, incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A, filed on April 30, 2010.
5	Opinion of Faegre Baker Daniels LLP, counsel for the Registrant.
23.1	Consent of Faegre Baker Daniels LLP (included in Exhibit 5).
23.2	Consent of Independent Registered Public Accounting Firm.
24	Power of Attorney.
99	Polaris Industries Inc. 2007 Omnibus Incentive Plan, as amended and restated effective April 30, 2015, incorporated by reference to Annex A to the Company’s Proxy Statement for the 2015 Annual Meeting of Shareholders filed March 13, 2015.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Medina, state of Minnesota, on October 22, 2015.

POLARIS INDUSTRIES INC.
By:	/s/ Scott W. Wine
	Scott W. Wine
	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Scott W. Wine	Chairman, Chief Executive Officer and	October 22, 2015
Scott W. Wine	Director (Principal Executive Officer)
/s/ Michael T. Speetzen	Executive Vice President - Finance and Chief Financial Officer (Principal Financial and Accounting Officer)	October 22, 2015
Michael T. Speetzen
*	Director	October 22, 2015
Annette K. Clayton
*	Director	October 22, 2015
Kevin M. Farr
*	Director	October 22, 2015
Gary E. Hendrickson
*	Director	October 22, 2015
Gwenne A. Henricks
*	Director	October 22, 2015
Bernd F. Kessler
*	Director	October 22, 2015
R.M. Schreck
*	Director	October 22, 2015
John P. Wiehoff

	/s/ Scott W. Wine
	Scott W. Wine Attorney-in-Fact
Scott W. Wine, pursuant to Powers of Attorney executed by each of the officers and directors listed above whose name 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 such officers and directors in the capacities in which the names of each appear above.

INDEX TO EXHIBITS

No.	Description	Manner of Filing
3.1	Restated Articles of Incorporation of the Registrant, effective October 24, 2011	Incorporated by reference
3.2	Bylaws of the Registrant, as amended and restated on April 29, 2010	Incorporated by reference
4.1	Amended and Restated Rights Agreement, dated as of April 29, 2010, between the Registrant and Wells Fargo Bank, National Association, as Rights Agent	Incorporated by reference
5	Opinion of Faegre Baker Daniels LLP, counsel for the Registrant	Filed electronically
23.1	Consent of Faegre Baker Daniels LLP	Included in Exhibit 5
23.2	Consent of Independent Registered Public Accounting Firm	Filed Electronically
24	Power of Attorney	Filed Electronically
99	Polaris Industries Inc. 2007 Omnibus Incentive Plan, as amended and restated effective April 30, 2015	Incorporated by reference

EX-5

EXHIBIT 5

Faegre Baker Daniels LLP

2200 Wells Fargo Center 90 South Seventh Street

Minneapolis Minnesota 55402-3901

Phone +1 612 766 7000

Fax +1 612 766 1600

October 27, 2015

Board of Directors

Polaris Industries Inc.

2100 Highway 55

Medina, Minnesota 55340

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to the offering of up to 7,500,000 additional shares of Common Stock, par value $.01 per share (the “Shares”), of Polaris Industries Inc., a Minnesota corporation (the “Company”), pursuant to the Company’s 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015), we have examined such corporate records and other documents, including the Registration Statement, and have reviewed such matters of law as we have deemed relevant hereto, and, based upon such examination and review, it is our opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares and that, when issued and sold as contemplated in the Registration Statement, the Shares will be legally and validly issued, fully paid and nonassessable under the current laws of the State of Minnesota.

We are admitted to the practice of law in the State of Minnesota and the foregoing opinions are limited to the laws of that state and the federal laws of the United States of America.

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

Very truly yours,

FAEGRE BAKER DANIELS LLP

By: /s/ Amy C. Seidel

      Amy C. Seidel

      Partner

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Polaris Industries Inc. 2007 Omnibus Incentive Plan of our reports dated February 20, 2015, with respect to the consolidated financial statements and schedule of Polaris Industries Inc., and the effectiveness of internal control over financial reporting of Polaris Industries Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

October 27, 2015

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 Scott W. Wine and Michael T. Speetzen 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 its/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 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 7,500,000 shares of the Company’s Common Stock, par value $.01 (“Common Stock”), issuable under the Polaris Industries Inc. 2007 Omnibus Incentive 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 Chairman and Chief Executive Officer on the 22^nd day of October, 2015.

POLARIS INDUSTRIES INC.

By: /s/ Scott W. Wine  

Scott W. Wine

Chairman and Chief Executive Officer

     The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto set their hands as of the 22^nd day of October, 2015.

/s/ Annette K. Clayton	/s/ Bernd F. Kessler
Annette K. Clayton	Bernd F. Kessler
/s/ Kevin M. Farr	/s/ R.M. Schreck
Kevin M. Farr	R.M. Schreck
/s/ Gary E. Hendrickson	/s/ John P. Wiehoff
Gary E. Hendrickson	John P. Wiehoff
/s/ Gwenne A. Henricks	/s/ Scott W. Wine
Gwenne A. Henricks	Scott W. Wine

D I R E C T O R S