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Registration No. 333-_____
As filed with the Securities and Exchange Commission on August 2, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 West Wirth Street
Wauwatosa, Wisconsin 53222
(Address of Principal Executive Offices) (ZIP Code)
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THE BRIGGS & STRATTON CORPORATION
AMENDED AND RESTATED
STOCK INCENTIVE PLAN
(Full title of the plan)
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ROBERT F. HEATH Copy to:
General Counsel BRUCE C. DAVIDSON
Briggs & Stratton Corporation Quarles & Brady LLP
12301 West Wirth Street 411 East Wisconsin Avenue
Wauwatosa, Wisconsin 53222 Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 259-5333
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 per share,
with attached Common Share 2,000,000 shares
Purchase Rights and rights (2) $67,625,000 $17,853
</TABLE>
(1) Each share of common stock will have attached thereto one common share
purchase right issued pursuant to the registrant's Rights Agreement.
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 2,000,000 shares (and
associated rights), an indeterminate number of shares (and associated
rights) that may become subject to the Plan by means of any such
adjustment.
(2) The actual offering price per share will be determined in accordance
with the terms of the Plan; the Plan provides that the option price per
share under a stock option granted pursuant to the Plan shall be equal
to the fair market value of the common stock at the time of grant or
such higher price as shall be determined by the committee administering
the Plan. To date, no options have been granted with respect to the
shares covered by this registration statement. Pursuant to Rule 457(h),
the maximum aggregate offering price, estimated solely for the purpose
of computing the registration fee, is based upon $33.8125 per share,
which is the average of the high and low sales prices of the
registrant's common stock on the New York Stock Exchange Composite Tape
on July 28, 2000. The value attributable to the common share purchase
rights is reflected in the price of the common stock.
*****
This registration statement registers additional securities relating to
the employee benefit plan described herein for which earlier registration
statements on Form S-8 have been filed, the most recent of which is Registration
No. 33-54357 filed on June 29, 1994, registering 2,500,000 shares (as adjusted
for a subsequent stock split), which is and shall remain effective until the
remaining shares registered thereby are sold. The registrant has elected not to
rely upon General Instruction E to Form S-8, which permits the filing of an
abbreviated registration statement for the registration of additional securities
for an employee benefit plan for which an earlier S-8 registration statement is
effective. Instead, this registration statement responds to all applicable items
of Form S-8.
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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.
The following documents filed by Briggs & Stratton Corporation (the
"registrant") (Commission File No. 1-1370) with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 are incorporated herein by reference:
o Registrant's Annual Report on Form 10-K for the fiscal year
ended June 27, 1999.
o Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended September 26, 1999, December 26, 1999, and March
26, 2000.
o Description of the registrant's common stock contained in the
registrant's Registration Statement on Form 8-B, dated October
12, 1992, and filed with the Commission on October 14, 1992;
and any amendment or report filed for the purpose of updating
such description.
o Description of the common share purchase rights contained in
the registrant's Registration Statement on Form 8-A, dated as
of August 7, 1996, and filed with the Commission on August 9,
1996; and any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the registrant pursuant to Sections
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 herein and to be a part hereof from the
date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See third and fourth bullet points in Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Briggs & Stratton is incorporated under the Wisconsin Business
Corporation Law (the "WBCL").
Under Section 180.0851(1) of the WBCL, Briggs & Stratton is required to
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if such person was a party because he or she was a
director or officer of Briggs & Stratton. In all other cases, Briggs & Stratton
is required by Section 180.0851(2) to indemnify a director or officer against
liability incurred in a proceeding to which such person was a party because he
or she was a director or officer of Briggs & Stratton, unless it is determined
that he or she breached or failed to perform a duty owed to Briggs & Stratton
and the breach or failure to perform constitutes: (i) a willful failure to deal
fairly with Briggs & Stratton or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct. Section
180.0858(1) provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under Briggs & Stratton's Articles of Incorporation, Bylaws, any written
agreement or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of Briggs & Stratton
against whom claims are asserted with respect to the declaration of improper
dividends or distributions to shareholders or certain other improper acts which
they approved are entitled to contribution from other directors who approved
such actions and from shareholders who knowingly accepted an improper dividend
or distribution, as provided therein.
Article VIII of Briggs & Stratton's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.
Directors and officers of Briggs & Stratton are covered by directors'
and officers' liability insurance under which they are insured (subject to
certain exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following the Signatures page(s) in this registration
statement, which Exhibit Index is incorporated herein by reference.
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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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the 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 the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange 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
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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.
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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 August 2, 2000.
BRIGGS & STRATTON CORPORATION
By: /s/ James E. Brenn
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James E. Brenn
Senior Vice President and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frederick P. Stratton, Jr., John S.
Shiely and James E. Brenn, 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 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.
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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 and Title
/s/ Frederick P. Stratton, Jr. /s/ E. Margie Filter
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Frederick P. Stratton, Jr., Chairman E. Margie Filter, Director
and Chief Executive Officer and Director
(Principal Executive Officer) /s/ Peter A. Georgescu
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Peter A. Georgescu, Director
/s/ James E. Brenn /s/ Robert J. O'Toole
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James E. Brenn, Senior Vice President Robert J. O'Toole, Director
and Chief Financial Officer
(Principal Financial Officer) /s/ Clarence B. Rogers, Jr.
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Clarence B. Rogers, Jr., Director
/s/ Todd J. Teske
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Todd J. Teske, Controller
(Principal Accounting Officer) /s/ John S. Shiely
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John S. Shiely, President and Chief
Operating Officer and Director
/s/ Jay H. Baker
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Jay H. Baker, Director /s/ Charles I. Story
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Charles I. Story, Director
/s/ Michael E. Batten
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Michael E. Batten, Director
* Each of these signatures is affixed as of August 2, 2000.
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BRIGGS & STRATTON CORPORATION
(the "registrant")
(Commission File No. 1-1370)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
INCORPORATED HEREIN
EXHIBIT NO. DESCRIPTION BY REFERENCE TO FILED HEREWITH
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<S> <C> <C> <C>
4.1 Articles of Incorporation of the Exhibit 3.2 to the registrant's
registrant, as amended Quarterly Report on Form 10-Q for the
quarter ended October 2, 1994
4.2 Bylaws of the registrant Exhibit 3.2 to the registrant's
Registration Statement on Form 8-B
dated October 12, 1992
4.3 Rights Agreement dated as of August Exhibit 4.1 to the registrant's
7, 1996, between Briggs & Stratton Registration Statement on Form 8-A
Corporation and Firstar Trust dated as of August 7, 1996
Company (now known as Firstar Bank,
N.A.) which includes the form of
Right Certificate as Exhibit A and
the Summary of Rights to Purchase
Common Shares as Exhibit B
4.4 Amended and Restated Stock Exhibit A to the registrant's 1999
Incentive Plan Annual Meeting Proxy Statement
4.5 Amended and Restated Leveraged Exhibit 10.7(c) to the registrant's
Stock Option Program Annual Report on Form 10-K for the
fiscal year ended June 27, 1999
4.6(a) Director's Leveraged Stock Option Exhibit 10.14 to the registrant's
Plan Annual Report on Form 10-K for the
fiscal year ended June 29, 1997
4.6(b) Amendment to Director's Leveraged Exhibit 10.14(b) to the registrant's
Stock Option Plan Annual Report on Form 10-K for fiscal
year ended June 27, 1999
</TABLE>
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<TABLE>
<CAPTION>
INCORPORATED HEREIN FILED
EXHIBIT NO. DESCRIPTION BY REFERENCE TO HEREWITH
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<S> <C> <C> <C>
5 Opinion of Quarles & Brady LLP as X
to the legality of the securities
being registered (to the extent such
securities may be original issuance
or treasury shares as opposed to
market purchase shares)
23.1 Consent of Arthur Andersen LLP X
23.2 Consent of Quarles & Brady LLP Contained in Opinion
filed as Exhibit 5
24 Power of Attorney Contained in
Signatures Page to
this Registration
Statement
</TABLE>
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