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Registration No. 33-___________
As filed with the Securities and Exchange Commission on June 29, 1994
________________________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
BRIGGS & STRATTON CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0182330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12301 W. Wirth Street
Wauwatosa, Wisconsin 53222
(Address of Principal Executive Offices) (ZIP Code)
__________________
THE BRIGGS & STRATTON CORPORATION
STOCK INCENTIVE PLAN
(Full title of the plan)
___________________
Copy to:
THOMAS R. SAVAGE, ESQ. THOMAS W. O'BRIEN, ESQ.
General Counsel Quarles & Brady
BRIGGS & STRATTON CORPORATION 411 East Wisconsin Avenue
12301 W. Wirth Street Milwaukee, Wisconsin 53202
Wauwatosa, Wisconsin 53222
(Name and address of agent for service)
(414) 259-5333
(Telephone number, including area code, of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES MAXIMUM AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE PRICE(2) FEE
Common Stock,
$0.01 par value 1,250,000 shares (2)(3) $86,093,750 $29,688
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(1) The Plan provides for possible adjustment of the number, price
and kind of shares covered by options and other stock incentive awards
granted or to be granted in the event of certain capital or other
changes affecting the Registrant's Common Stock. This Registration
Statement therefore covers, in addition to the above stated 1,250,000
shares, an indeterminate number of shares that may become subject to
the Plan by means of any such adjustment.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of
computing the registration fee, based upon $68.875 per share, which is
the average of the high and low sales prices of the Registrant's Common
Stock as reported on the New York Stock Exchange Composite Tape on June
23, 1994.
(3) The actual offering price will be determined in accordance with
the terms of the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In accordance with General Instruction E to Form S-8 and because this
Registration Statement only registers additional securities of the same class
for which a registration statement has been filed, the contents of the following
document filed by Briggs & Stratton Corporation (the "Registrant") with the
Securities and Exchange Commission (Commission File No. 1-1370) are incorporated
herein by reference:
The Registrant's Registration Statement on Form S-8 filed on February
21, 1991 (Registration No. 33-39113) relating to the Registrant's Stock
Incentive Plan, as amended by Post-Effective Amendment No. 1 thereto filed on
June 29, 1994.
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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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 Milwaukee, State of Wisconsin, on June 28, 1994.
BRIGGS & STRATTON CORPORATION
(Registrant)
By: /s/FREDERICK P. STRATTON, JR.
Frederick P. Stratton, Jr.
Chairman, President, and Chief Executive Officer
____________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frederick P. Stratton, Jr. and Robert H.
Eldridge, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and 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, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, 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 and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
____________________
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
/s/FREDERICK P. STRATTON, JR. Chairman, President,
Frederick P. Stratton, Jr. and Chief Executive Officer and Director
(Principal Executive Officer of the Registrant)
/s/ROBERT H. ELDRIDGE Secretary-Treasurer and Director
Robert H. Eldridge (Principal Financial Officer)
/s/JAMES E. BRENN Vice President and Controller
James E. Brenn (Principal Accounting Officer)
S-1
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/s/MICHAEL E. BATTEN Director
Michael E. Batten
/s/PETER A. GEORGESCU Director
Peter A. Georgescu
/s/SHELDON B. LUBAR Director
Sheldon B. Lubar
/s/RICHARD E. MARCEAU Director
Richard E. Marceau
/s/JOHN L. MURRAY Director
John L. Murray
/s/CLARENCE B. ROGERS, JR. Director
Clarence B. Rogers, Jr.
/s/ELWIN J. ZARWELL Director
Elwin J. Zarwell
______________________
* Each of these signatures is affixed as of June 28, 1994.
S-2
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BRIGGS & STRATTON CORPORATION
(THE "REGISTRANT")
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED SEQUENTIAL
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH PAGE NO.
<S> <C> <C> <C> <C>
4.1 Articles of Incorporation Exhibit 3.1 to the Registrant's
of the Registrant Form 8-B dated October 12,
1992 (the "Form 8-B")
4.2 Bylaws of the Registrant Exhibit 3.2 to the Form 8-B
4.3 Rights Agreement dated as Exhibit 1 to Briggs & Stratton
of December 20, 1989, between Corporation's Current Report
Briggs & Stratton Corporation on Form 8-K dated December 20,
and First Wisconsin Trust 1989
Company, which includes the
form of Right Certificate as
Exhibit A and the Summary of
Rights to Purchase Common
Shares as Exhibit B
5 Opinion of Counsel X
23.1 Consent of Arthur Andersen & Co. X
23.2 Consent of Counsel Contained in
Opinion filed
as Exhibit 5
24 Powers of Attorney Signatures Page
to this
Registration Statement
99 The Briggs & Stratton Exhibit A to Briggs & Stratton
Corporation Stock Incentive Corporation's Proxy
Plan Statement dated September 9,
1993 for its Annual Meeting
of Stockholders on October 20,
1993
</TABLE>
EI-1
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Exhibit 5
June 28, 1994
Briggs & Stratton Corporation
12301 W. Wirth Street
Wauwatosa, Wisconsin 53222
Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Briggs & Stratton Corporation, a Wisconsin corporation (the
"Company"), on Form S-8 (the "Registration Statement"), filed under the
Securities Act of 1933, as amended (the "Act"), with respect to the proposed
sale by the Company of up to 1,250,000 shares of Company Common Stock, par value
$0.01 per share (the "Shares"), upon the exercise of options granted under the
Briggs & Stratton Corporation Stock Incentive Plan (the "Plan").
We have examined (i) the Registration Statement, (ii) the Company's
Articles of Incorporation and Bylaws, (iii) the Plan, (iv) the corporate
proceedings relating to the adoption of the Plan, the issuance of the Shares,
and the organization of the Company, and (v) such other documents and records as
we have deemed necessary in order to render this opinion. In rendering this
opinion, we have relied as to certain factual matters on certificates of
officers of the Company and of state officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly incorporated and
validly existing under the laws of the State of Wisconsin.
2. The Shares, when issued and paid for as contemplated by
the Registration Statement and the Plan, will be validly
issued, fully paid and non-assessable by the Company, subject
to the personal liability which may be imposed on shareholders
by Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law, as judicially interpreted, for debts owing to employees
for services performed, but not exceeding six months service in
any one case. Although Section 180.0622(2)(b) provides that
such personal liability of shareholders shall be "to an amount
equal to the par value of shares owned by them respectively,
and to the consideration for which their shares without par
value was issued," the Wisconsin Supreme Court, by a split
decision without a written opinion, has affirmed a judgment
holding shareholders of a corporation liable under the
substantially identical predecessor statute in effect prior to
January 1, 1991 (Section 180.40(6)) for unpaid employee wages
to an amount equal to the consideration for which their par
value shares were issued rather than the shares' lower stated
par value. Local 257 of Hotel
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Briggs & Stratton Corporation
June 28, 1994
Page 2
and Restaurant Employees and Bartenders International
Union v. Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d
284, 375 N.W.2d 664 (1985) (affirming the 1983 decision of the
Circuit Court for Dane County, Wisconsin, in Case No.
82-CV-0023).
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act. Mr.
Elwin J. Zarwell, a partner in our firm, is a director of the Company.
Very truly yours,
QUARLES & BRADY
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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 reports dated July 30, 1993
included (or incorporated by reference) in Briggs & Stratton Corporation
Form 10-K for the year ended June 27, 1993 and to all reference to our firm
included in this registration statement.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
June 28, 1994.
