As filed with the Securities and Exchange Commission on December 3, 1997
Registration No. 333-
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UNITED STATES
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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THOR INDUSTRIES, INC.
(Exact Name of Issuer as specified in its charter)
Delaware 93-0768752
(State of other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
419 West Pike Street
Jackson Center, Ohio 45334
(937) 596-6849
(Address of principal executive offices)
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THOR INDUSTRIES, INC.
RESTRICTED STOCK PLAN
(Full title of the plan)
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Walter L. Bennett
Thor Industries, Inc.
419 West Pike Street
Jackson Center, Ohio 45334
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (937) 596-6849
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Shares Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par
value $.10 per 100,000 shares $30.84 $3,084,000 $935
Share)
=======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities
Act of 1933, using the average of the high and low prices reported on the New York Stock Exchange on
November 25, 1997.
</TABLE>
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PART I
Item 1. PLAN INFORMATION.
Not included pursuant to Form S-8 instructions.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not included pursuant to Form S-8 instructions.
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Thor Industries, Inc. (the "Company") hereby incorporates herein by
reference the following documents:
(1) The Company's annual report on form 10-K for the year ended July
31, 1997;
(2) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the"Exchange Act"),
on or after July 31, 1997; and
(3) The description of the Company's Common Stock, $.10 par value per
share, contained in the Form 8-A filed with the Securities and
Exchange Commission (the "Commission") on August 8, 1986, and any
report filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law grants each
corporation organized under Delaware law, such as the Company, the power to
indemnify its directors and officers in certain circumstances. The Company's
By-laws and Restated Certificate of Incorporation provide for indemnification of
directors and officers of the Company to the extent permitted by Section 145.
Additionally, the By-laws provide that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for
the breach of any fiduciary duty as director, except (a) for any breach of the
director's duty of loyalty to the Company or its stockholders, (b) for acts of
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the Delaware General Corporation Law,
as amended from time to time, or (d) for any transaction from which the director
derived an improper personal benefit.
Except to the extent hereinabove set forth, there is no Charter
provision, By-law, contract, arrangement or statute under which any director or
officer of the Company is insured or indemnified in any manner against any
liability which he may incur in his capacity as such.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit No. Exhibit
- ----------- -------
3.1 Restated Certificate of Incorporation of the Company dated December
18, 1986 (incorporated by reference to Exhibit 3 of the Company's Form
S-8 registration statement, File No. 33-13827)
3.2 By-Laws of the Company (incorporated by reference to Exhibit 3 of the
Company's Form S-8 registration statement, File No. 33-13827)
4.1 Restricted Stock Plan
23.1 Consent of Deloitte & Touche LLP, independent accountants
24.1 Power of Attorney (included on signature page of this Form S-8)
3
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Item 9. UNDERTAKINGS.
(a) The undersigned 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 (the "Securities Act");
(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; 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------- -------
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(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, each
filing of the registrant's Annual Report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's Annual
Report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
4
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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 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.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Jackson Center, State
of Ohio on this 26th day of November, 1997.
THOR INDUSTRIES, INC.
/s/ WADE F.B. THOMPSON
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By: Wade F.B. Thompson
President, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of Thor Industries,
Inc. hereby severally constitutes and appoints Wade F.B. Thompson and Peter B.
Orthwein, and each of them severally, as attorney-in-fact for the undersigned,
in any and all capacities, with full power of substitution, to sign this
Registration Statement and any amendments to this Registration Statement
(including post-effective amendments), and to file the same with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting into said attorney-in-fact full power and
authority to do and perform each and every act 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
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ WADE F.B. THOMPSON President, Chairman of the Board November 26, 1997
- ---------------------- and Chief Executive Officer
Wade F.B. Thompson
/s/ PETER B. ORTHWEIN Vice Chairman, Treasurer and November 26, 1997
- --------------------- Director
Peter B. Orthwein
/s/ ALAN SIEGEL Director November 26, 1997
- ---------------------
Alan Siegel
/s/ WILLIAM TOMSON Director November 26, 1997
- ---------------------
William Tomson
/s/ WALTER L. BENNETT Senior Vice President November 26, 1997
- --------------------- (Finance) and Secretary
Walter L. Bennett
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INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this registration
statement:
Exhibit No. Exhibit
- ----------- -------
3.1 Restated Certificate of Incorporation of the Company dated
December 18, 1986 (incorporated by reference to Exhibit 3 of the
Company's Form S-8 registration statement, File No. 33-13827)
3.2 By-Laws of the Company (incorporated by reference to Exhibit 3 of
the Company's Form S-8 registration statement, File No. 33-13827)
4.1 Restricted Stock Plan
23.1 Consent of Deloitte & Touche LLP, independent accountants
24.1 Power of Attorney (included on signature page of this Form S-8)
7
EXHIBIT 4.1
THOR INDUSTRIES, INC.
RESTRICTED STOCK PLAN
1. Purpose. This Thor Industries, Inc. Restricted Stock Plan (the
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"Plan") is intended to advance the interests of Thor Industries, Inc., a
Delaware corporation (the "Company"), its stockholders, its subsidiaries and its
affiliates by encouraging and enabling inside directors, officers and other
employees upon whose judgment, initiative and effort the Company is largely
dependent for the successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock.
2. Definitions. For purposes of the Plan the following terms shall
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have the indicated meanings unless the context clearly indicates otherwise:
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee designated in Section 3 below to administer the
Plan.
"Common Stock" means the Company's Common Stock, par value $.01 per share.
"Disability" means a physical or mental impairment sufficient to make the
individual eligible for benefits under the Company's Long-Term Disability Plan,
as amended from time to time.
"Exchange Act" means the Securities Exchange Act of 1934, as it may be amended
from time to time.
"Grant" means a grant of Shares, whether or not restricted, pursuant to a
written instrument that awards Shares to a Participant pursuant to the Plan.
Grants may be awarded as a bonus, in lieu of a cash bonus or through surrender
or exchange of the right to receive cash compensation, all in the discretion of
the Committee.
"Grant Agreement" means a written instrument relating to the Grant of Shares to
a Participant pursuant to the Plan.
"Non-Employee Director" means a "non-employee director" as that term is used in
Rule 16b-3 promulgated under the Exchange Act, or any successor provision.
"Participants" means the employees and officers of the Company and its
Subsidiaries, including directors of the Company who are also employees of the
Company.
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"Plan" means this Thor Industries, Inc. Restricted Stock Plan.
"Retirement" means retirement (i) at age 65, or (ii) with the consent of the
Committee.
"Shares" mean shares of Common Stock which are granted to a Participant pursuant
to a Grant under the Plan.
"Standard Restrictions" means those restrictions set forth in Section 8(b)
hereof.
"Subsidiary" means a subsidiary corporation of the Company as defined in Section
424(f) of the Code.
3. Administration of the Plan. The Plan shall be administered by a
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committee (the "Committee") composed of not less than two persons. Only
Non-Employee Directors shall be eligible to serve as members of the Committee.
Unless and until the Board appoints a different committee, the Committee shall
be the Compensation Committee of the Board. The Committee shall report all
action taken by it to the Board which shall review and ratify or approve those
actions which are required by law to be so reviewed and ratified or approved by
the Board. The Committee shall have full and final authority in its discretion,
subject to the provisions of the Plan, (a) to determine the Participants to
whom, the time or times at which Grants shall be made and the number of Shares
so granted; (b) to construe and interpret the Plan; (c) to determine the terms,
restrictions and provisions of the respective Grants, which need not be
identical, including, but without limitation, restrictions on Shares granted and
the amount and terms of the purchase price, if any, of Shares granted; and (d)
to make all other determinations and take all other actions deemed necessary or
advisable for the proper administration of the Plan. All such actions and
determinations shall be conclusively binding for all purposes and upon all
persons.
4. Number of Shares Subject to the Plan. The total number of Shares
-------------------------------------
available for Grants under the Plan may not exceed 100,000 subject to adjustment
upon occurrence of any of the events indicated in Section 6 hereof. The Board
may, from time to time, increase the number of Shares available for grant under
the Plan. The Shares to be delivered under the Grants shall consist of
authorized but not issued shares or Treasury shares of Common Stock not reserved
for any other purpose. Subject to adjustment, no more than 100,000 shares may be
granted in any one calendar year.
5. Lapsed Grants. If a Grant, or any portion thereof, is forfeited for
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any reason, any Shares forfeited shall be available again for the making of a
later Grant hereunder.
6. Adjustment in Capitalization. In the event of any change in the
------------------------------
outstanding shares of Common Stock that occurs after approval of the Plan by the
stockholders of the Company by reason of a stock dividend, stock split,
reorganization, reclassification, recapitalization, merger, consolidation,
combination, acquisition, exchange of shares, or other similar change, then the
aggregate number and class of shares or other securities that may be issued or
2
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transferred pursuant to the Plan and the provisions, terms, and conditions of
each outstanding Grant affected thereby, may be adjusted appropriately by the
Committee, whose determination shall be conclusive.
7. Eligibility and Participation. Grantees of Grants shall be selected
-----------------------------
by the Committee from among those Participants who are recommended by the Chief
Executive Officer of the Company and who, in the opinion of the Committee, are
officers, employees or inside directors in a position to contribute to the
Company's continued growth and development and to its long-term success.
8. Grants of Restricted Stock.
--------------------------
(a) Grant of Restricted Stock. Subject to the provisions of Section
7, the Committee, at any time and from time to time, may make Grants to such
Participants and in such amounts as it shall determine. Each Grant shall be made
pursuant to a written instrument which must be executed by the grantee in order
to be effective.
(b) Standard Restrictions. In addition to any other applicable
provisions hereof and except as may otherwise be specifically provided in a
Grant, the following restrictions in this Section 8(b) (the "Standard
Restrictions") shall apply to Grants made by the Committee for a period of no
greater than 10 years from the date of the Grant as set forth by the Committee
in the underlying written agreement:
(i) No shares granted pursuant to a Grant may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated
until, and to the extent that, such Shares are vested.
(ii) Shares granted pursuant to a Grant are 0% vested at the
time the Grant is made and shall be 100% vested on the date specified
by the Committee in the underlying written agreement.
(iii) A Participant shall forfeit all Shares not previously
vested, if any, at such time as the Participant is no longer employed
by the Company due to the termination of the Participant's employment
with the Company or any Subsidiary for Cause (defined as (i) a
Participant's willful and continued failure to substantially perform
his/her duties with the Company in his/her established position,
provided such Participant has been given at least fifteen days' prior
written notice of such failure and such failure is continuing or
recurs following the end of such fifteen day period; (ii) willful
conduct that is foreseeably and significantly injurious to the Company
or any of its Subsidiaries, monetarily or otherwise; or (iii)
conviction for, or plea of guilty or no contest to, a felony or a
crime involving moral turpitude) or due to the voluntary termination
by the Participant of the Participant's employment by the Company or
any Subsidiary. All forfeited Shares in the possession of the
Participant shall be returned to the Company. Notwithstanding any
other provision of this Section 8(b) to the contrary, a Participant
who has not previously forfeited any nonvested Shares that are granted
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pursuant to a Grant shall automatically vest in any such nonvested
Shares upon the earliest of (x) the termination by the Company of the
Participant's employment with the Company and all Subsidiaries other
than for Cause and (y) the Participant's death, Disability or
Retirement.
(c) Other Restrictions. Notwithstanding the Standard
Restrictions of Section 8(b) above, the Committee may impose such
other or different restrictions on any Shares granted as it may deem
advisable including, without limitation, restrictions relating to
length of service, corporate performance, attainment of individual or
group performance objectives, resale restrictions and federal or state
securities laws, and may legend the certificates representing
restricted Shares to give appropriate notice of such restrictions. Any
such other or different restrictions shall be specifically set forth
in the Grant Agreement. In the event of any inconsistency between the
terms of any written employment contract between the Company or any
Subsidiary and a Participant and the provisions of Section 8(b)(iii)
relating to a voluntary termination by the Participant of the
Participant's employment with the Company and its Subsidiaries, the
terms of such written employment contract shall prevail.
(d) Holding of Restricted Shares. Certificates representing
Shares granted that are subject to restrictions shall be held by the
Company or, if the Committee so specifies, deposited with a
third-party custodian or trustee until lapse of all restrictions on
the Shares. After such lapse, certificates for such Shares (or the
vested percentage of such Shares) shall be issued by the Company to
the Participant who received the Grant of such Shares; provided,
however, that the Company need not issue fractional Shares.
(e) Rights in Restricted Shares. During any applicable
period of restriction, a Participant who has been granted Shares
hereunder shall be the record owner thereof and shall be entitled to
vote such Shares and receive all dividends and other distributions
paid with respect to such Shares while they are so restricted.
However, if any such dividends or distributions are paid in shares of
Company stock during an applicable period of restriction, the shares
received shall be subject to the same restrictions as the Shares with
respect to which they were issued. Moreover, the Committee may provide
in each Grant such other restrictions, terms and conditions as it may
deem advisable with respect to the treatment and holding of any stock,
cash or property that is received in exchange for restricted Shares.
(f) Conflicting Provisions. In case of any conflict between
the provisions of this Plan and the provisions of a Grant, the
provisions of this Plan shall control.
9. Conditions to Grants. The making of any Grant and the issuance of
--------------------
any Shares to a Participant shall be subject to the condition that if at any
time the Company shall determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or that the listing,
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registration, or qualification of any shares otherwise deliverable hereunder
upon any securities exchange or under any state or federal law, or that the
consent or approval of any regulatory body, is necessary or desirable as a
condition of, or in connection with, the delivery or purchase of Shares pursuant
hereto, then in any such event, such Grant or such issuance of Shares shall not
be effective unless such withholding, listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Company.
10. Amendment, Suspension and Termination of Plan. The Board may at
-----------------------------------------------
any time suspend or terminate the Plan or any portion thereof or may amend it
from time to time in such respects as the Board may deem advisable in order that
the Grants granted hereunder may conform to any change in the law or in any
other respect which the Board may deem to be in the best interests of the
Company. No Grants may be granted during any suspension or after the termination
of the Plan. Except as provided in Section 11 hereof, no amendment, suspension,
or termination of the Plan shall, without grantee's consent, alter or impair any
of the rights or obligations under any Grant theretofore granted to such grantee
under the Plan.
11. Tax Withholding. The Committee may, in its sole discretion, (a)
---------------
require a Participant to remit to the Company a cash amount sufficient to
satisfy, in whole or in part, any federal, state and local withholding tax
requirements prior to the delivery of any certificate for vested Shares pursuant
to a Grant hereunder; (b) require a Participant to satisfy, in whole or in part,
any such withholding tax requirements by having the Company, upon any delivery
of vested Shares, withhold from such Shares that number of full Shares having a
fair market value equal to the amount or portion of the amount required or
permitted to be withheld; or (c) satisfy such withholding requirements through
another lawful method.
12. Code Section 83(b) Elections. Each Participant making an election
----------------------------
pursuant to Section 83(b) of the Code shall, upon the making of such election,
promptly provide a copy of such election to the Company.
13. Employment. Nothing in this Plan shall interfere with or limit in
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any way the right of the Company or any Subsidiary to terminate any
Participant's employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any Subsidiary. No employee of the
Company or a Subsidiary shall have the right to receive a Grant, or, having
received a Grant, to again receive a Grant.
14. Effective Date of the Plan. The effective date of the Plan is
---------------------------
September 29, 1997, the date of its adoption by the Board.
15. Term. No Grants may be made under the Plan after December 31,
----
2007. The provisions of the Plan shall, however, continue to apply as to any
Grants made prior to such date.
Dated: October 1, 1997
5
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Thor Industries, Inc. on Form S-8 of our reports dated September 26, 1997,
appearing in the Annual Report on Form 10-K of Thor Industries, Inc. for the
year ended July 31, 1997.
DELOITTE & TOUCHE LLP
Dayton, OH
December 2, 1997
