Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
OSHKOSH TRUCK CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0520270
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2307 Oregon Street
P. O. Box 2566
Oshkosh, Wisconsin 54903
(Address of principal executive offices) (Zip code)
Oshkosh Truck Corporation 1990 Incentive Stock Plan, as amended
(Full title of the plan)
R. Eugene Goodson Copy to:
Oshkosh Truck Corporation Michael W. Grebe, Esq.
2307 Oregon Street Foley & Lardner
P. O. Box 2566 777 East Wisconsin Avenue
Oshkosh, Wisconsin 54903 Milwaukee, Wisconsin 53202
(414) 235-9151 (414) 271-2400
(Name, address and telephone
number, including area code,
of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share Price (1) Fee
Class B Common 425,000 $14.25 $6,056,250 $2,089
Stock, $.01 par shares
value
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on
the average of the high and low prices for Oshkosh Truck Corporation
Class B Common Stock as reported on the NASDAQ National Market on
September 13, 1995.
__________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by Oshkosh
Truck Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") and are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994.
2. All other reports filed by the Company with the
Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since
September 30, 1994.
3. The description of the Company's Class B Common Stock
contained in its Registration Statement on Form 8-A, dated
September 25, 1985, and any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to such time as the Company files a
post-effective amendment to the Registration Statement indicating that all
securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Incorporated by reference in Item 3.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and By-Laws
of the Company, as amended, directors and officers of the Company are
entitled to mandatory indemnification from the Company against certain
liabilities and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding and (ii) in proceedings in which
the director or officer is not successful in the defense thereof, unless
(in the latter case only) it is determined that the director or officer
breached or failed to perform his duties to the Company and such breach or
failure constituted: (a) a willful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation
of the criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. It should also be noted that the Wisconsin Business
Corporation Law specifically states that it is the policy of Wisconsin to
require or permit indemnification in connection with a proceeding
involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status except in
circumstances paralleling those in subparagraphs (a) through (d) outlined
above.
The Company has purchased insurance as permitted by Wisconsin
law on behalf of directors and officers which may cover liabilities under
the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this registration statement:
Exhibit No. Exhibit
(4.1) Oshkosh Truck Corporation 1990 Incentive Stock Plan,
as amended (incorporated by reference to Exhibit 10.3
to the Company's Annual Report on Form 10-K for the
year ended September 30, 1994 (Commission File No. 0-
13886)).
(4.2) Form of Oshkosh Truck Corporation 1990 Incentive Stock
Plan, as amended, Nonqualified Stock Option Agreement.
(4.3) Form of Oshkosh Truck Corporation 1990 Incentive Stock
Plan, as amended, Nonqualified Director Stock Option
Agreement.
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (included in Exhibit 5
hereto)
Item 9. Undertakings.
(a) 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 fundamental change in the
information set forth in the Registration Statement;
(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 (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8,
and 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 the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall 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) 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.
2. 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 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. 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 foregoing
provisions, or otherwise, 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.
<PAGE>
SIGNATURES
Pursuant to the requirement 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 Oshkosh, State of Wisconsin, on
September 15, 1995.
OSHKOSH TRUCK CORPORATION
By: /s/ R. Eugene Goodson
R. Eugene Goodson
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated. Each person whose signature appears below
constitutes and appoints R. Eugene Goodson, Robert G. Bohn and Timothy M.
Dempsey, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement and to file the same, with all exhibits thereto, and other
documents in connection herewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue hereof.
Name Title Date
/s/ R. Eugene Goodson Chairman of the Board, July 25, 1995
R. Eugene Goodson Chief Executive Officer
and Director (Principal
Executive Officer and
Principal Financial
Officer)
/s/ Robert G. Bohn President, Chief July 24, 1995
Robert G. Bohn Operating Officer and
Director
/s/ Peter F. Mueller Controller (Principal July 25, 1995
Peter F. Mueller Accounting Officer)
/s/ J. William Andersen Director July 24, 1995
J. William Andersen
/s/ Daniel T. Carroll Director July 24, 1995
Daniel T. Carroll
/s/ Timothy M. Dempsey Director and Secretary July 24, 1995
Timothy M. Dempsey
/s/ Michael W. Grebe Director July 24, 1995
Michael W. Grebe
/s/ James L. Hebe Director July 24, 1995
James L. Hebe
/s/ J. Peter Mosling, Jr. Director and Member of
J. Peter Mosling, Jr. Executive Committee July 24, 1995
/s/ Stephen P. Mosling Director and Member of
Stephen P. Mosling Executive Committee July 24, 1995
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Oshkosh Truck Corporation 1990 Incentive Stock Plan,
as amended (incorporated by reference to Exhibit 10.3
to the Company's Annual Report on Form 10-K for the
year ended September 30, 1994).
(4.2) Form of Oshkosh Truck Corporation 1990 Incentive
Stock Plan, as amended, Nonqualified Stock Option
Agreement.
(4.3) Form of Oshkosh Truck Corporation 1990 Incentive
Stock Plan, as amended, Nonqualified Director Stock
Option Agreement.
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (included in Exhibit 5
hereto)
OSHKOSH TRUCK CORPORATION
(a Wisconsin corporation)
1990 Incentive Stock Plan, as amended
Nonqualified Stock Option
Optionee:
Optionee's Address:
Date of Grant:
Number of Shares:
Exercise Price Per Share:
Expiration Date:
Oshkosh Truck Corporation and the above-named Optionee hereby
agree as follows:
1. Grant of Nonqualified Stock Options. In consideration of
the employment of the Optionee, Oshkosh Truck Corporation, a Wisconsin
corporation (hereinafter called the "Corporation"), grants to the Optionee
the option (the "Option") to purchase the number of shares of Class B
Common Stock, one cent ($.01) par value per share, of the Corporation set
forth above for an amount equal to the Exercise Price per Share, set forth
above, all on the terms and conditions hereinafter stated. The Option is
intended to be other than an incentive stock option within the meaning of
Section 422A of the Code.
2. Plan. The Option is granted under and pursuant to the
Oshkosh Truck Corporation 1990 Incentive Stock Plan, as amended, adopted
April 9, 1990 and amended April 25, 1994 (herein called the "Plan") and is
subject to each and all of the provisions thereof, a copy of which Plan
has previously been furnished or made available to the Optionee. All
capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Plan.
3. Exercise of Option. Subject to the conditions stated
herein, the right to exercise the Option shall accrue as to one-third
(1/3) of the shares on each of the first three (3) anniversaries of the
date of grant set forth above. No partial exercise of the Option may be
for less than one hundred (100) share lots or multiples thereof.
In the event of a Change of Control, and pursuant to Subsection
10.2 of the Plan, if any portion of the Option has not theretofore become
exercisable, the Option shall become immediately exercisable in full;
provided, however, that if the Optionee is also a director of the
Corporation, a Ten Percent Shareholder, or an officer of the Corporation
or a Subsidiary subject to Section 16 of the Act, the Option shall not be
exercisable until at least six months have elapsed from the Date of Grant.
In the event that the Optionee's employment with the Corporation
or its Subsidiaries terminates by reason of death, Disability or
Retirement, the Option shall become immediately exercisable in full, to
the extent that the Option had not theretofore become exercisable. In the
event that the Optionee's employment with the Corporation or its
Subsidiaries terminates for any reason other than death, Disability or
Retirement prior to the date on which the Option becomes fully
exercisable, the Optionee's right to exercise the Option granted hereunder
shall be forfeited to the extent it was not exercisable on the date of
such termination. If the receipt of any payment by a Participant under the
circumstances described in Subsection 10.2 of the Plan would result in the
payment by the Participant of any excise tax provided for in Section 280G
and Section 4999 of the Code, then the amount of such payment shall be
reduced to the extent reguired to prevent the imposition of such excise
tax.
4. Term of Option. The term of this Option shall expire ten
(10) years and one (1) month from the Date of Grant or three (3) months
after the termination of the Optionee's employment with the Corporation or
its Subsidiaries, whichever occurs first, subject to the following
provisions:
(a) If the termination of employment is caused by the
Optionee's death, this Option may be exercised in full, to the
extent it had not previously been exercised, within twelve (12)
months after the Optionee's death by the Optionee's executors or
administrators or by any person or persons who shall have
acquired the Option directly from the Optionee by will or by the
laws of descent and distribution.
(b) If the termination of the Optionee's employment is
caused by the Optionee's Disability, this Option may be
exercised in full, to the extent it had not previously been
exercised, within twelve (12) months after the Optionee's
Disability by the Optionee or the Optionee's guardian or other
legal representative.
Notwithstanding any other provision of this Agreement to the contrary, the
Option shall not be exercisable after ten (10) years and one (1) month
from the Date of Grant.
5. Notice of Exercise of Option. The Optionee or the
Optionee's representative may exercise this Option by giving written
notice to the Corporation at 2307 Oregon Street, P.O. Box 2566, Oshkosh,
Wisconsin 54903-2566, Attention: Corporate Secretary, specifying the
election to exercise the Option, the number of shares of Stock in respect
of which it is being exercised and the form of payment and the number of
shares, if any, to be surrendered as part of the Exercise Price. The
Optionee or the Optionee's representative shall deliver to the Corporate
Secretary, at the time of giving such notice, payment in a form that
conforms to the requirements of section 6 hereof for the full amount of
the Exercise Price of the shares of Stock as to which this Option is
exercised.
The notice shall be signed by the person or persons exercising
this Option, and in the event this Option is being exercised by the
representative of the Optionee, it shall be accompanied by proof
satisfactory to the Corporation of the right of the representative to
exercise the Option. No share of stock shall be issued until payment
therefor has been made. The Corporation shall thereafter cause to be
issued a certificate or certificates for the shares of Stock as to which
this Option shall have been so exercised, registered in the name of the
person or persons so exercising the Option, and cause such certificate or
certificates to be delivered to or upon the order of such person or
persons.
6. Payment for Stock. At the time of giving notice of
exercise pursuant to section 5 hereof, the Optionee or the Optionee's
representative shall deliver to the Corporate Secretary payment for the
amount of the Exercise Price of the shares of Stock as to which the Option
is being exercised:
(a) In United States dollars;
(b) By the surrender of shares of Stock in good form for
transfer, owned by the person exercising this Option and having
an aggregate Fair Market Value on the date of exercise equal to
the Exercise Price; or
(c) In any combination of cash and shares of Stock, if the
total of the cash so paid and the Fair Market Value of the
shares of Stock so surrendered equals the Exercise Price of the
shares of Stock with respect to which this Option is being
exercised.
7. Withholding Tax. In the event the Corporation determines
that it is required to withhold state or Federal income tax or FICA tax as
a result of the exercise of the Option, as a condition to the exercise of
the Option, the Optionee will make arrangements satisfactory to the
Corporation to enable it to satisfy such withholding requirements.
8. Legality of Issuance. No shares of Stock shall be issued
upon the exercise of any Option unless and until the Corporation has
determined that:
(a) It and the Optionee have taken all actions required to
register the shares of Stock under the Securities Act of 1933,
as amended (the "Securities Act"), or to perfect an exemption
from the registration requirements thereof;
(b) Any applicable requirements of any stock exchange on
which the Stock is listed or market on which the Stock is quoted
have been satisfied; and
(c) Any other applicable provision of state or Federal law
has been satisfied.
The Corporation shall not be obligated pursuant to the terms of this
Agreement to register the shares of Stock under the Securities Act.
9. Restrictions on Transfers. Regardless of whether the
offering and sale of shares of Stock acquired under the Plan have been
registered under the Securities Act, or have been registered or qualified
under the securities laws of any state, the Corporation may impose
restrictions upon the sale, pledge or other transfer of such shares of
Stock (including the placement of appropriate legends on stock
certificates) if, in the judgment of the Corporation and its counsel, such
restrictions are necessary or desirable in order to achieve compliance
with the provisions of the Securities Act, the securities laws of any
state or any other law. In the event that the sale of shares of Stock
under the Plan is not registered under the Securities Act but an exemption
is available which requires an investment representation or other
representation, the Optionee represents and agrees that the shares of
Stock to be acquired pursuant to the exercise of an Option hereunder shall
be acquired for investment, and not with a view to the sale or
distribution thereof. Stock certificates evidencing shares of Stock
acquired under the Plan pursuant to an unregistered transaction shall bear
the following or a similar restrictive legend as required or deemed
advisable under the provisions of any applicable law:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(`SECURITIES ACT'). ANY TRANSFER OF SUCH SECURITIES WILL BE
INVALID UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE
OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS
UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE
SECURITIES ACT."
10. Stockholder Approval. The amended Plan, and therefore the
grant of Options hereunder, are subject to the approval of the holders of
Class A Common Stock of the Corporation at the next annual meeting of
Stockholders. [include only for September 1994 grants]
11. Removal of Legends. If, in the opinion of the Corporation
and its counsel, any legend placed on a stock certificate representing
shares of Stock sold under the Plan is no longer required, the holder of
such certificate shall be entitled to exchange such certificate for a
certificate representing the same number of shares of Stock but lacking
such legend.
12. No Right to Continued Employment. This grant shall not
confer upon the Optionee any right with respect to continuance of
employment by the Corporation or any Subsidiary nor shall it interfere in
any way with the right of his employer to terminate such employment at any
time, subject to the terms and conditions of any other agreements between
the Corporation and the Optionee.
13. Miscellaneous.
(a) Entire Agreement. This Agreement and the Plan
together constitute the entire agreement between the parties
hereto with respect to the subject matter hereof and thereof,
and there have been and are no restrictions, promises,
agreements or covenants between the parties other than those set
forth or provided for herein.
(b) Assignment. Except as specifically provided herein or
in the Plan, neither this Agreement nor any of the rights,
interests or obligations contained herein shall be assigned by
either of the parties hereto without the prior written consent
of the other party, and any attempted assignment without such
written consent shall be null and void and without legal effect.
Subject to the foregoing sentence, this Agreement shall be
binding upon and inure to the benefit of the respective parties
hereto and their permitted successors and assigns.
(c) Amendment or Modification. No term or provision of
this Agreement may be amended, modified or supplemented orally,
but only by an instrument in writing signed by the party against
which or whom the enforcement of the amendment, modification or
supplement is sought.
(d) Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
(e) Governing Law. This Agreement shall be governed by
the internal laws of the State of Wisconsin as to all matters,
including but not limited to matters of validity, construction,
effect, performance and remedies.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be duly executed, and the Optionee has executed this Agreement, all as of
the day and year first above written.
OSHKOSH TRUCK CORPORATION
By __________________________
Title
Attest: _____________________
The undersigned Optionee hereby accepts the Option granted
hereunder and designates ________________________ as the beneficiary to
whom the Option may be transferred in the event of my death. I understand
that the foregoing des ignation may be revoked by me in writing at any
time under Subsection 8.1 of the Plan and that if no designation is in
effect at the time of my death the Option shall be transferred to my
estate.
_____________________________
[Optionee]
OSHKOSH TRUCK CORPORATION
(a Wisconsin corporation)
1990 Incentive Stock Plan, as amended
Nonqualified Director Stock Option
Optionee:
Optionee's Address:
Date of Grant:
Number of Shares: 1,000
Exercise Price Per Share:
Expiration Date: [10 years and 1 month from the date of grant]
Oshkosh Truck Corporation and the above-named Optionee hereby
agree as follows:
1. Grant of Nonqualified Stock Options. In consideration of
the Optionee's services to Oshkosh Truck Corporation, a Wisconsin
corporation (hereinafter called the "Corporation"), as a member of the
Board of Directors of the Corporation, the Corporation grants to the
Optionee the option (the "Option") to purchase the number of shares of
Class B Common Stock, one cent ($.01) par value per share, of the
Corporation set forth above for an amount equal to the Exercise Price per
Share, set forth above, all on the terms and conditions hereinafter
stated. The Option is intended to be other than an incentive stock option
within the meaning of Section 422 of the Code.
2. Plan. The Option is granted under and pursuant to the
Oshkosh Truck Corporation 1990 Incentive Stock Plan, as amended, adopted
April 9, 1990 and amended April 25, 1994 (herein called the "Plan") and is
subject to each and all of the provisions thereof, a copy of which Plan
has previously been furnished or made available to the Optionee. All
capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Plan.
3. Exercise of Option. Subject to the conditions stated
herein, the right to exercise the Option shall accrue as to one-third
(1/3) of the shares on each of the first three (3) anniversaries of the
date of grant set forth above. No partial exercise of the Option may be
for less than one hundred (100) share lots or multiples thereof.
4. Term of Option. The term of this Option shall expire ten
(10) years and one (1) month from the Date of Grant or 12 months after the
Optionee ceases for any reason to be a member of the Board of Directors of
the Corporation, whichever occurs first.
5. Notice of Exercise of Option. The Optionee or the
Optionee's representative may exercise this Option by giving written
notice to the Corporation at 2307 Oregon Street, P.O. Box 2566, Oshkosh,
Wisconsin 54903-2566, Attention: Corporate Secretary, specifying the
election to exercise the Option, the number of shares of Stock in respect
of which it is being exercised and the form of payment and the number of
shares, if any, to be surrendered as part of the Exercise Price. The
Optionee or the Optionee's representative shall deliver to the Corporate
Secretary, at the time of giving such notice, payment in a form that
conforms to the requirements of section 6 hereof for the full amount of
the Exercise Price of the shares of Stock as to which this Option is
exercised.
The notice shall be signed by the person or persons exercising
this Option, and in the event this Option is being exercised by the
representative of the Optionee, it shall be accompanied by proof
satisfactory to the Corporation of the right of the representative to
exercise the Option. No share of stock shall be issued until payment
therefor has been made. The Corporation shall thereafter cause to be
issued a certificate or certificates for the shares of Stock as to which
this Option shall have been so exercised, registered in the name of the
person or persons so exercising the Option, and cause such certificate or
certificates to be delivered to or upon the order of such person or
persons.
6. Payment for Stock. At the time of giving notice of
exercise pursuant to section 5 hereof, the Optionee or the Optionee's
representative shall deliver to the Corporate Secretary payment for the
amount of the Exercise Price of the shares of Stock as to which the Option
is being exercised:
(a) In United States dollars;
(b) By the surrender of shares of Stock in good form for
transfer, owned by the person exercising this Option and having an
aggregate Fair Market Value on the date of exercise equal to the
Exercise Price; or
(c) In any combination of cash and shares of Stock, if the
total of the cash so paid and the Fair Market Value of the shares of
Stock so surrendered equals the Exercise Price of the shares of Stock
with respect to which this Option is being exercised.
7. Withholding Tax. In the event the Corporation determines
that it is required to withhold state or Federal income tax or FICA tax as
a result of the exercise of the Option, as a condition to the exercise of
the Option, the Optionee will make arrangements satisfactory to the
Corporation to enable it to satisfy such withholding requirements.
8. Legality of Issuance. No shares of Stock shall be issued
upon the exercise of any Option unless and until the Corporation has
determined that:
(a) It and the Optionee have taken all actions required to
register the shares of Stock under the Securities Act of 1933, as
amended (the "Securities Act"), or to perfect an exemption from the
registration requirements thereof;
(b) Any applicable requirements of any stock exchange on
which the Stock is listed or market on which the Stock is quoted have
been satisfied; and
(c) Any other applicable provision of state or Federal law
has been satisfied.
The Corporation shall not be obligated pursuant to the terms of this
Agreement to register the shares of Stock under the Securities Act.
9. Restrictions on Transfers. Regardless of whether the
offering and sale of shares of Stock acquired under the Plan have been
registered under the Securities Act, or have been registered or qualified
under the securities laws of any state, the Corporation may impose
restrictions upon the sale, pledge or other transfer of such shares of
Stock (including the placement of appropriate legends on stock
certificates) if, in the judgment of the Corporation and its counsel, such
restrictions are necessary or desirable in order to achieve compliance
with the provisions of the Securities Act, the securities laws of any
state or any other law. In the event that the sale of shares of Stock
under the Plan is not registered under the Securities Act but an exemption
is available which requires an investment representation or other
representation, the Optionee represents and agrees that the shares of
Stock to be acquired pursuant to the exercise of an Option hereunder shall
be acquired for investment, and not with a view to the sale or
distribution thereof. Stock certificates evidencing shares of Stock
acquired under the Plan pursuant to an unregistered transaction shall bear
the following or a similar restrictive legend as required or deemed
advisable under the provisions of any applicable law:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(`SECURITIES ACT'). ANY TRANSFER OF SUCH SECURITIES WILL BE
INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT
IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL
FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR
SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT."
[10. Stockholder Approval. The amended Plan, and therefore the
grant of Options hereunder, are subject to the approval of the holders of
Class A Common Stock of the Corporation at the next annual meeting of
Stockholders.] [include only for April 1994 grants]
11. Removal of Legends. If, in the opinion of the Corporation
and its counsel, any legend placed on a stock certificate representing
shares of Stock sold under the Plan is no longer required, the holder of
such certificate shall be entitled to exchange such certificate for a
certificate representing the same number of shares of Stock but lacking
such legend.
12. No Right to Continued Employment. This grant shall not
confer upon the Optionee any right with respect to continuance of
employment by the Corporation or any Subsidiary nor shall it interfere in
any way with the right of his employer to terminate such employment at any
time, subject to the terms and conditions of any other agreements between
the Corporation and the Optionee.
13. Miscellaneous.
(a) Entire Agreement. This Agreement and the Plan
together constitute the entire agreement between the parties hereto
with respect to the subject matter hereof and thereof, and there have
been and are no restrictions, promises, agreements or covenants
between the parties other than those set forth or provided for
herein.
(b) Assignment. Except as specifically provided herein or
in the Plan, neither this Agreement nor any of the rights, interests
or obligations contained herein shall be assigned by either of the
parties hereto without the prior written consent of the other party,
and any attempted assignment without such written consent shall be
null and void and without legal effect. Subject to the foregoing
sentence, this Agreement shall be binding upon and inure to the
benefit of the respective parties hereto and their permitted
successors and assigns.
(c) Amendment or Modification. No term or provision of
this Agreement may be amended, modified or supplemented orally, but
only by an instrument in writing signed by the party against which or
whom the enforcement of the amendment, modification or supplement is
sought.
(d) Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
(e) Governing Law. This Agreement shall be governed by
the internal laws of the State of Wisconsin as to all matters,
including but not limited to matters of validity, construction,
effect, performance and remedies.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be duly executed, and the Optionee has executed this Agreement, all as of
the day and year first above written.
OSHKOSH TRUCK CORPORATION
By _________________________
Title
Attest: _______________________
The undersigned Optionee hereby accepts the Option granted
hereunder and designates ________________________ as the beneficiary to
whom the Option may be transferred in the event of my death. I understand
that the foregoing designation may be revoked by me in writing at any time
under Subsection 8.1 of the Plan and that if no designation is in effect
at the time of my death the Option shall be transferred to my estate.
_______________________________
[Optionee]
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
September 15, 1995
Oshkosh Truck Corporation
2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin 54903
Gentlemen:
We have acted as counsel for Oshkosh Truck Corporation, a
Wisconsin corporation (the "Company"), in connection with the preparation
of a Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
450,000 shares (the "Class B Common Stock") of the Company's Class B
common stock, $.01 par value, which may be issued pursuant to the Oshkosh
Truck Corporation 1990 Incentive Stock Plan, as amended (the "Plan").
In this regard, we have examined: (i) the Registration
Statement; (ii) the Company's Restated Articles of Incorporation and By-
Laws, as amended to date; (iii) copies of certified resolutions of the
Board of Directors of the Company authorizing the delivery of shares of
Class B Common Stock pursuant to the Plan; and (iv) such other
proceedings, documents and records as we have deemed necessary for
purposes of giving this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing
under the laws of the State of Wisconsin.
2. The shares of Class B Common Stock, whether newly
issued or treasury shares, when delivered by the
Company in the manner and for the consideration
contemplated in the Plan, will be legally issued,
fully paid and nonassessable, except as otherwise
provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law and judicial
interpretations thereof.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our firm therein. In
giving this consent, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ FOLEY & LARDNER
FOLEY & LARDNER
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1990 Incentive Stock Plan, as amended, of
Oshkosh Trust Corporation of our reports dated November 14, 1994, with
respect to the consolidated financial statements of Oshkosh Truck
Corporation incorporated by reference in its Annual Report (Form 10-K) for
the year ended September 30, 1994, and the related financial statement
schedules included therein filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
September 13, 1995
