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As filed with the Securities and Exchange Commission on October 7, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
OUTBOARD MARINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-1589715
(State of incorporation) (I.R.S. Employer Identification Number)
100 Sea Horse Drive, Waukegan, Illinois 60085
(Address of principal executive offices, including zip code)
Stock Purchase Plan for Non-Employee Directors
(Full title of the Plan)
D. JEFFREY BADDELEY
General Counsel
Outboard Marine Corporation
100 Sea Horse Drive
Waukegan, Illinois 60085
(708) 689-6200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title Amount Proposed Proposed Amount of
of to be maximum maximum registr-
securities regist- offering aggregate ation
to be ered price per offering fee
registered (1) share (2) price (2) (2)
- ----------- ------- --------- ------------- ---------
Common Stock 50,000 $22.5625 $1,128,125.00 $388.98
par value $.15
per share
(including
Preferred
Purchase Rights)
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Plan as a result of any future stock split, stock dividend or similar adjustment
of the outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee pur-
suant to Rule 457(h)(1) based upon the average of the high and low sales prices
for the Common Stock reported on the New York Stock Exchange as of October 4,
1994.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Note: The documents containing the information required by this section will be
given to employees participating in the Stock Purchase Plan for Non-Employee
Directors (the "Plan") and are not required to be filed with the Commission as a
part of the Registration Statement or as an Exhibit.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents of Outboard Marine Corporation (OMC as the
Registrant) filed or to be filed with the Securities Exchange Commission are
incorporated herein by reference as of their respective date:
(a) OMC's Annual Report on Form 10-K for the year ended September 30, 1994.
(b) All other reports filed by OMC pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since September 30, 1994.
(c) The description of the Registrant's Common Stock, par value $.15 per share,
contained in the Registrant's Registration Statement on Form S-3 filed with the
Commission on February 24, 1987 pursuant to Section 12 of the Securities
Exchange Act of 1934, and all amendments and reports filed by the Registrant for
the purpose of updating such description.
(d) The description of the Registrant's Preferred Stock Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A as filed with
the Commission on June 26, 1986, including any amendments or reports filed by
OMC for the purpose of updating the description of such Rights.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment to the Registration Statement relating to
the Common Stock offered hereby which indicates that all such Common Stock has
been sold or which deregisters all such Common Stock remaining unsold shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock and Preferred Stock Purchase
Rights registered hereby is being passed upon for OMC by D. Jeffrey Baddeley,
Vice President and General Counsel of OMC. Mr. Baddeley is the beneficial
owner of less than 1% of the outstanding shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, grants the
Registrant broad powers to indemnify any person in connection with legal
proceedings brought against him by reason of his present or past status as an
officer or director of the Registrant, provided that the person acted in good
faith and in a manner such reasonably believed to be in or not opposed to the
best interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. This
statute also gives the Registrant broad power to indemnify any such person
against expenses in connection with any action by or in the name of the
Registrant provided the person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Registrant except
that no indemnification may be made if such person is adjudged to be liable to
the Registrant unless and only to the extent the court in which such action was
brought determines upon application that, despite such adjudication, but in view
of all the circumstances of the case, the person is fairly and reasonably en-
titled to such indemnity as the court deems proper. In addition, to the extent
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that any such person is successful in the defense of any such legal proceeding,
the Registrant is required by statute to indemnify such person against expenses,
including attorneys' fees, that are actually and reasonably incurred by such
person in connection therewith.
Article VII of OMC's By-Laws provides that the Registrant shall indemnify
its officers and directors to the fullest extent permitted by applicable law and
that such indemnification shall not be deemed exclusive of any other rights to
which any person indemnified may be entitled by law or otherwise.
The Company maintains directors' and officers' liability insurance and
corporate reimbursement policies insuring directors and all officers against
loss arising from claims made arising out of the performance of their duties.
The effect of the foregoing provisions of the General Corporation Law of
the State of Delaware and the Registrant's Amended and Restated By-laws would be
to permit such indemnification by the Registrant for liabilities arising under
the Securities Act of 1933.
Item 7. Exception from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
Exhibit
No. Description of Exhibit
- ------- --------------------------------------------------------
5.1 Opinion of D. Jeffrey Baddeley.
24.1 Consent of D. Jeffrey Baddeley (included in the
opinion filed as Exhibit 5.1).
24.2 Consent of Arthur Andersen & Co.
25.1 Powers of Attorney.
28.1 Stock Purchase Plan for Non-Employee Directors.
Item 9. Undertakings.
(a) Rule 415 offerings.
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 fund-
amental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of distr-
ibution not previously disclosed in the registration statement or any material
change to such information in the registration statement; provided, however,
that paragraphs (i) and (ii) do not apply if the information required to be in-
cluded 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)
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of the Securities Exchange Act of 1934 that are incorporated by reference in
this 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 registr-
ation 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) Incorporation by reference of subsequent documents required by the
Securities Exchange Act of 1934 (the "Exchange Act).
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 each filing of a Plan's annual report pur-
suant 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) Form S-8 Registration Statement.
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 described in Item 6, 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, there-
fore, 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.
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EXHIBIT INDEX
Exhibit Number Description of Exhibit Page
- -------------- ---------------------- ----
5.1 Opinion of D. Jeffrey Baddeley. 10
24.1 Consent of D. Jeffrey Baddeley 10
(included in the opinion filed
as Exhibit 5.1).
24.2 Consent of Arthur Andersen & Co. 9
25.1 Powers of Attorney (included as 7
part of the signature page hereto).
28.1 Stock Purchase Plan for Non-Employee ??
Directors.
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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 state-
ment to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Waukegan, State of Illinois, on October 7, 1994.
OUTBOARD MARINE CORPORATION
By: JAMES C. CHAPMAN
---------------------------
James C. Chapman
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
J. C. Chapman, J. R. Maurice, D. J. Baddeley and H. Malovany and each of them,
his true and lawful attorneys-in-fact and agents, with full power of sub-
stitution and resubstitution for him in his name, place and stead, in any and
all capacities to sign any and all pre-effective and\or post-effective amend-
ments 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 under the Securities Act of 1933, and hereby ratifies,
approves and confirms all that each of such attorneys-in-fact and agents, 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 reg-
istration statement has been signed by the following persons in the capacities
and on the dates indicated.
SIGNATURES TITLE
---------- ------
Date October 7, 1994 JAMES C. CHAPMAN Chairman of the
---------------- Board of Directors
James C. Chapman President and Chief
Executive Officer
Date October 7, 1994 JAMES R. MAURICE Vice President, Controller
---------------- (Principal accounting officer)
James R. Maurice
Date October 7, 1994 FRANK BORMAN Director
------------
Frank Borman
Date October 7, 1994 WILLIAM C. FRANCE Director
-----------------
William C. France
Date October 7, 1994 URBAN T. KUECHLE Director
----------------
Urban T. Kuechle
Date October 7, 1994 RICHARD T. Lindgren Director
-------------------
Richard T. Lindgren
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Date October 7, 1994 J. WILLARD MARRIOTT, Jr. Director
------------------------
J. Willard Marriott, Jr.
Date October 7, 1994 RICHARD J. STEGEMEIER Director
---------------------
Richard J. Stegemeier
Date October 7, 1994 CHARLES D. STRANG Director
-----------------
Charles D. Strang
Date October 7, 1994 RICHARD F. TEERLINK Director
-------------------
Richard F. Teerlink
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CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated October 29,
1993 included (or incorporated by reference) in Outboard Marine Corporation's
form 10-K for the year ended September 30, 1993 and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
-------------------
Arthur Andersen LLP
Milwaukee, Wisconsin
October 3, 1994
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Direct Dial: (708) 689-5356
Telecopier: (708) 689-6246
Outboard Marine Corporation
100 Sea Horse Drive
Waukegan, Illinois 60085
RE: Stock Purchase Plan for Non-Employee Directors
Gentlemen:
Reference is made to the Form S-8 Registration Statement to be filed by
Outboard Marine Corporation, a Delaware corporation (the "Registrant") with the
Securities and Exchange Commission (the "Registration Statement"), in connection
with the offering of the Registrant's common stock, $.15 par value per share,
including Preferred Stock Purchase Rights (collectively "Common Stock") pursuant
to the Stock Purchase Plan for Non-Employee Directors (the "Plan") to eligible
participants.
I have acted as counsel for Registrant and in such capacity have had
general legal supervision over certain corporate proceedings and have acted as
its counsel with respect to the establishment of the Plan and the preparation of
the Registration Statement.
It is my opinion that:
1. Registrant is a corporation existing under the laws of the State of Delaware.
2. The Common Stock, when issued by the Registrant in accordance with the Reg-
istration Statement, will be validly issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the Reg-
istration Statement referred to above.
Respectfully submitted,
OUTBOARD MARINE CORPORATION
D. JEFFREY BADDELEY
- -------------------
D. Jeffrey Baddeley
Vice President and
General Counsel
GGR:twv
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