<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1999
Registration No. 33-59563
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
INVESTMENT AND SAVINGS 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, Esquire
Perkins Coie LLP
607 Fourteenth Street, N.W.
Washington, D.C. 20005
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------
Title of Amount to Proposed Proposed Amount of
securities to be registered maximum maximum registration fee
be registered offering aggregate
price per offering
share price
- - -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 shares(b) $36.1875(c) $18,093,750(c) $3,619(d)
par value $1.00 per
share (a)
Interests in the Plan (e)
- - -------------------------------------------------------------------------------------------------------
</TABLE>
(a) Each share of Common Stock has one Preferred Share Purchase Right attached
to it. Value attributable to such Rights, if any, is reflected in the
market price of the Common Stock.
(b) An indeterminate number of shares will be issued from time to time to
participants in the Plan.
(c) Estimated solely to calculate the registration fee, pursuant to Rule
457(c) and Rule 457(h), on the basis of the average of the high and low
prices reported in the consolidated reporting system on June 23, 1999.
(d) Restricted fee to be applied to account number 737758.
(e) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described.
INCORPORATION BY REFERENCE
This Amendment No. 1 filed pursuant to Instruction E of Form S-8 relates
to Registrant's Registration Statement on Form S-8 (No. 33-59563), filed with
the Securities and Exchange Commission on May 24, 1995. Under that Registration
Statement, Registrant registered 500,000 shares of Common Stock and an
indeterminate amount of interests to be offered and sold in connection with The
Toro Company Investment and Savings Plan (the "Plan"). This Amendment No. 1
increases to 1,000,000 shares the total number of shares registered for issuance
under the Plan.
The contents of Registrant's Registration Statement on Form S-8 (No.
33-59563) are incorporated by reference in this Amendment No. 1.
AMENDMENT TO INCREASE SHARES
On November 18, 1998, the Board of Directors of Registrant approved
amendments to the Plan to increase the number of shares of Common Stock that may
be issued under the Plan from 500,000 to 1,000,000, subject to adjustment to
reflect changes in the corporate or capital structure of Registrant, including
but not limited to stock splits, stock dividends or similar transactions. As
permitted by the instructions to Form S-8, this Amendment No. 1 omits the
information specified in Part I of Registrant's Registration Statement on
Form S-8.
ii
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4(d) Certificate of Designation to Certificate of Incorporation of
Registrant dated May 28, 1998 (incorporated by reference to Exhibit
(c)(1) to Registrant's Current Report on Form 8-K dated May 27,
1998, Commission File No. 1-8649).
4(e) Bylaws of Registrant, as amended (incorporated by reference to
Exhibit 3(ii) and 4(d) to Registrant's Form 10-Q for the quarter
ended April 30, 1999).
4(f) Rights Agreement dated as of May 20, 1998 between Registrant and
Norwest Bank Minnesota National Association relating to rights to
purchase Series B Junior Participating Voting Preferred Stock, as
amended (incorporated by reference to Exhibit (c)(1) to Registrant's
Current Report on Form 8-K dated May 27, 1998, Commission File No.
1-8649).
24 Powers of Attorney
</TABLE>
II-1
<PAGE>
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 Registrant's Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomington, State of Minnesota on the 30th day of June, 1999.
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 June 30, 1999
- - ------------------------- Officer, President and Director
Kendrick B. Melrose (Principal Executive Officer)
STEPHEN P. WOLFE Vice President Finance June 30, 1999
- - ------------------------- and Chief Financial Officer
Stephen P. Wolfe (Principal Financial Officer)
RANDY B. JAMES Vice President and Controller June 30, 1999
- - ------------------------- (Principal Accounting Officer)
Randy B. James
* Director June 30, 1999
- - -------------------------
Ronald O. Baukol
* Director June 30, 1999
- - -------------------------
Robert C. Buhrmaster
* Director June 30, 1999
- - -------------------------
Winslow H. Buxton
II-2
<PAGE>
* Director June 30, 1999
- - -------------------------
Janet K. Cooper
* Director June 30, 1999
- - -------------------------
Alex A. Meyer
* Director June 30, 1999
- - -------------------------
Robert H. Nassau
* Director June 30, 1999
- - -------------------------
Dale R. Olseth
* Director June 30, 1999
- - -------------------------
Christopher A. Twomey
Director
- - -------------------------
Gregg W. Steinhafel
* Director June 30, 1999
- - -------------------------
Edwin H. Wingate
* By J. LAWRENCE MCINTYRE
---------------------
J. Lawrence McIntyre
ATTORNEY-IN-FACT
June 30, 1999
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this Amendment No. 1 to Registrant's Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Bloomington, State of Minnesota, on June 30, 1999.
THE TORO COMPANY INVESTMENT AND SAVINGS PLAN
(Plan)
By: J. LAWRENCE MCINTYRE
--------------------------------------
J. Lawrence McIntyre, Vice President,
Secretary and General Counsel
II-3
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Kendrick B. Melrose, J.
Lawrence McIntyre and Stephen P. Wolfe, and each or any one of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution, for
him and in his name, place and stead, in any and all capacities to sign
Amendment No. 1 to its Registration Statement on Form S-8, relating to The
Toro Company Investment and Savings Plan (Registration No. 33-59563), to be
filed by The Toro Company with the Securities and Exchange Commission with
respect to an offering of up to 1,000,000 shares of Common Stock and related
Preferred Share Purchase Rights, and to sign any and all amendments
(including post-effective amendments) to the 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 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 I might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or any one of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 18th day of November, 1998.
RONALD O. BAUKOL
- - -----------------------
Ronald O. Baukol
ROBERT C. BUHRMASTER
- - -----------------------
Robert C. Buhrmaster
WINSLOW H. BUXTON
- - -----------------------
Winslow H. Buxton
CHRISTOPHER A. TWOMEY
- - -----------------------
Christopher A. Twomey
