S-8

As filed with the Securities and Exchange Commission on April 26, 2013

Registration No. ______________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Tennant Company

(Exact name of registrant as specified in its charter)

         Minnesota       41-0572550

(State or other jurisdiction of incorporation or organization)                                                         (I.R.S. Employer Identification No.)

701 North Lilac Drive

P.O. Box 1452

Minneapolis, Minnesota 55440

(Address of Principal Executive Offices) (Zip Code)

TENNANT COMPANY AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN, AS AMENDED

(Full title of the plan)

Heidi M. Wilson

Vice President, General Counsel and Secretary

Tennant Company

701 North Lilac Drive

P.O. Box 1452

Minneapolis, Minnesota 55440

(Name and address of agent for service)

(763) 540-1200

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	Ö		Accelerated filer
Non-accelerated filer		(Do not check if a smaller reporting company)	Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, $.375 par value	1,100,000	$46.18	$50,798,000	$6,956.40

(1)   In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as amended, this registration statement includes an indeterminate number of additional shares as may be issuable as a result of anti-dilution provisions described herein.

(2)   Estimated solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the Registrant’s Common Stock as quoted on the New York Stock Exchange on April 23, 2013.

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, Tennant Company (the “Registrant”) is filing this registration statement (the “Registration Statement”) to register an additional 1,100,000 shares of its Common Stock, par value $.375 per share (the “Common Stock”), for issuance under the Tennant Company Amended and Restated 2010 Stock Incentive Plan, as Amended (the “Amended Plan”).  The increase in the number of shares authorized for issuance under the Amended Plan, as approved by our Board of Directors, was effective as of April 24, 2013.  On April 28, 2010, we filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-8 (Registration No. 333-166342) registering 1,000,000 shares of Common Stock of the Registrant for issuance under the Tennant Company 2010 Stock Incentive Plan and on May 7, 2012, we filed with the SEC a Registration Statement on Form S-8 (Registration No. 333-181203) registering an additional 500,000 shares of Common Stock of the Registrant for issuance under the Tennant Company Amended and Restated 2010 Stock Incentive Plan (the “Prior Registration Statements”).  The contents of the Prior Registration Statements are hereby incorporated in the Registration Statement by reference.

SIGNATURES

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 Minneapolis, State of Minnesota, on April 26, 2013.

TENNANT COMPANY

By:           /s/ HEIDI M. WILSON                                                                       

Heidi M. Wilson

Vice President, General Counsel and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Heidi M. Wilson and Thomas Paulson and each or either of them, her or his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for her or him and in her or his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or her or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of April 26, 2013.

Signature	Title
/s/ H. CHRIS KILLINGSTAD                         H. Chris Killingstad	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ THOMAS PAULSON                                Thomas Paulson	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ AZITA ARVANI                                        Azita Arvani	Director
/s/ WILLIAM F. AUSTEN                             William F. Austen	Director
/s/ CAROL S. EICHER                                      Carol S. Eicher	Director

/s/ JAMES T. HALE                               James T. Hale	Director
/s/ DAVID MATHIESON                                 David Mathieson	Director
/s/ DONAL L. MULLIGAN Donal L. Mulligan	Director
/s/ STEPHEN G. SHANK                                   Stephen G. Shank	Director
/s/ STEVEN A. SONNENBERG                         Steven A. Sonnenberg	Director
/s/ DAVID S. WICHMANN                               David S. Wichmann	Director

* Heidi M. Wilson, by signing her name hereto, does hereby sign this document on behalf of each of the above-named officers and/or directors of the registrant pursuant to powers of attorney duly executed by such persons.

By         /s/ HEIDI M. WILSON                                                        

Heidi M. Wilson, Attorney-in-Fact

INDEX TO EXHIBITS

Item No.	Description	Method of Filing
5	Opinion of Heidi M. Wilson	Filed herewith
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm	Filed herewith
23.2	Consent of Heidi M. Wilson	Included in Exhibit 5
24	Power of Attorney	Included on Signature Page

EX-5

Exhibit 5

April 26, 2013

Tennant Company

701 North Lilac Drive

P.O. Box 1452

Minneapolis, MN  55400

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement") relating to the offering of up to 1,100,000 additional shares of common stock, par value $.375 per share (the "Shares"), of Tennant Company, a Minnesota corporation (the "Company"), pursuant to the Tennant Company Amended and Restated 2010 Stock Incentive Plan, as Amended, I have examined such corporate records and other documents, including the Registration Statement, and have reviewed such matters of law as I have deemed relevant hereto, and, based upon this examination and review, it is my 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 issued, fully paid and nonassessable under the current laws of the State of Minnesota.

I am 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.

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

Very truly yours,

/s/ HEIDI M. WILSON

Heidi M. Wilson

Vice President, General Counsel and Secretary

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Tennant Company:

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Tennant Company of our report dated February 21, 2013, with respect to the consolidated balance sheets of Tennant Company and subsidiaries as of December 31, 2012 and 2011, the related consolidated statements of earnings, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012, the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2012, which report appears in the December 31, 2012 annual report on Form 10-K of Tennant Company.

/s/ KPMG LLP

Minneapolis, Minnesota

April 26, 2013