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As filed with the Securities and Exchange Commission on October 3, 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)
1994 OMC Long-Term Incentive Plan
(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 1,000,000 $24.125 $24,125,000.00 $8,318.96
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
pursuant 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
September 26, 1993.
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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 1994 OMC Long-Term Incentive Plan
(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 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, 1993.
(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, 1993.
(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 person 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
Registrant 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
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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 entitled to such indemnity as the court deems proper. In
addition, to the extent 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 LLP.
25.1 Powers of Attorney.
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 admendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
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(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 (i) and (ii) do not apply if the information
required 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 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 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) 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 deter-
mining 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
pursuant to section 15(d) of the Securities Exchange Act of 1934 that is in-
corporated 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,
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 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
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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 LLP. 9
25.1 Powers of Attorney (included as 8
part of the signature page
hereto).
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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 Waukegan, State of Illinois, on October 3, 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 substitution 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 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 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
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE
---------- -----
Date October 3, 1994 By JAMES C. CHAPMAN Chairman of the
--------------- ---------------- Board of Directors,
James C. Chapman President and Chief
Executive Officer
Date October 3, 1994 By JAMES R. MAURICE Vice President, Controller
--------------- ---------------- (Principal accounting
James R. Maurice officer)
Date October 3, 1994 By FRANK BORMAN Director
--------------- ------------
Frank Borman
Date October 3, 1994 By WILLIAM C. FRANCE Director
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William C. France
Date October 3, 1994 By URBAN T. KUECHLE Director
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Urban T. Kuechle
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Date October 3, 1994 By RICHARD T. LINDGREN Director
--------------- -------------------
Richard T. Lindgren
Date October 3, 1994 By J. WILLARD MARRIOTT, JR. Director
--------------- -----------------------
J. Willard Marriott, Jr.
Date October 3, 1994 By RICHARD J. STEGEMEIER Director
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Richard J. Stegemeier
Date October 3, 1994 By CHARLES D. STRANG Director
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Charles D. Strang
Date October 3, 1994 By RICHARD F. TEERLINK Director
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Richard F. Teerlink
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CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm in the Registration Statement on
Form S-8 pertaining to the 1994 OMC Long-Term Incentive Plan and to the
incorporation by reference therein of our report dated October 29, 1993 with
respect to the financial statements and schedules of Outboard Marine Corpora-
tion included or incorporated by reference in its Annual Report on Form 10-K
for the year ended September 30, 1993 filed with the Securities and Exchange
Commission.
ARTHUR ANDERSEN LLP
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Arthur Andersen LLP
Milwaukee, Wisconsin
September 27, 1994
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Direct Dial: (708) 689-5356
Telecopier: (708) 689-6246
September 28, 1994
Outboard Marine Corporation
100 Sea Horse Drive
Waukegan, Illinois 60085
RE: 1994 OMC Long-Term Incentive Plan
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 Securit-
ies and Exchange Commission (the "Registration Statement"), in connection with
the offering of the Registrant's common stock, $.15 par value per share, includ-
ing Preferred Stock Purchase Rights (collectively "Common Stock") pursuant to
the 1994 OMC Long-Term Incentive Plan (the "Plan") to eligible employees of the
Registrant and participating subsidiaries.
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 Registration Statement, will be validly issued, fully paid and
non-assessable.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement referred to above.
Respectfully submitted,
OUTBOARD MARINE CORPORATION
By: D. JEFFREY BADDELEY
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D. Jeffrey Baddeley
Vice President and
General Counsel
DJB:dmh
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