<PAGE>
As filed with the Securities and Exchange Commission on May 22, 1996
Registration No. 33-22469
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THE TORO COMPANY
(Exact name of issuer as specified in its charter)
Delaware 41-0580470
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
8111 Lyndale Avenue South
Bloomington, Minnesota 55420
(Address of principal executive offices) (Zip Code)
----------------
THE TORO COMPANY
MATCHING STOCK PLAN
(Full title of the plan)
J. Lawrence McIntyre, Esquire
Vice President, Secretary and General Counsel
The Toro Company
8111 Lyndale Avenue South
Bloomington, Minnesota 55420
Telephone number : (612) 888-8801
(Name, address and telephone number of agent for service)
Copy to:
Helen P. Starr
Attorney at Law
6010 33rd Street, N.W.
Washington, D.C. 20015-1606
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EXPLANATORY STATEMENT
Pursuant to this Amendment No. 1 to its Registration Statement on Form S-8
(Registration No. 33-22469), The Toro Company ("Registrant") deregisters
571,069.748 shares of its Common Stock, par value $1.00 per share, and related
plan interests, previously registered in connection with The Toro Company
Matching Stock Plan (the "Plan"), an employee benefit plan. The shares and
interests being deregistered were not issued in connection with the Plan, which
has terminated and been replaced by The Toro Company Investment and Savings
Plan. 428,930.252 shares were issued to participants in the Plan.
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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
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bloomington, State of
Minnesota on the 22nd day of May, 1996.
THE TORO COMPANY
(Registrant)
By: J. LAWRENCE MCINTYRE
---------------------------------
J. Lawrence McIntyre, Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
KENDRICK B. MELROSE Chairman, Chief Executive May 22, 1996
- ----------------------- Officer, President and Director
Kendrick B. Melrose (Principal Executive Officer)
GERALD T. KNIGHT Vice President Finance May 22, 1996
- ----------------------- and Chief Financial Officer
Gerald T. Knight (Principal Financial Officer)
* Vice President and Controller May 22, 1996
- ----------------------- (Principal Accounting Officer)
Randy B. James
Director May , 1996
- -----------------------
Ronald O. Baukol
ROBERT C. BUHRMASTER Director May 22, 1996
- -----------------------
Robert C. Buhrmaster
JANET K. COOPER Director May 22, 1996
- -----------------------
Janet K. Cooper
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* Director May 22, 1996
- -----------------------
Alex A. Meyer
ROBERT H. NASSAU Director May 22, 1996
- -----------------------
Robert H. Nassau
DALE R. OLSETH Director May 22, 1996
- -----------------------
Dale R. Olseth
EDWIN H. WINGATE Director May 22, 1996
- -----------------------
Edwin H. Wingate
* By KENDRICK B. MELROSE
---------------------
Kendrick B. Melrose
ATTORNEY-IN-FACT
May 22, 1996
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Bloomington, State of
Minnesota on the 22nd day of May, 1996.
THE TORO COMPANY MATCHING STOCK PLAN
(Plan)
By: J. LAWRENCE MCINTYRE
------------------------------------
J. Lawrence McIntyre, Vice President,
Secretary and General Counsel
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