As filed with the Securities and Exchange Commission on February 2, 1994
Registration No. 33-33449
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
HARLEY-DAVIDSON, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1382325
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
(Address of principal executive offices) (Zip Code)
Harley-Davidson, Inc. 1986 Stock Option Plan
and
Harley-Davidson, Inc. 1988 Stock Option Plan
(Full title of the plans)
Timothy K. Hoelter, Esq.
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
(414) 342-4680
(Name, address and telephone number, including area code,
of agent for service)
Copy to:
Patrick G. Quick, Esq.
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 271-2400
<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 (the "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 filed with the Commission by Harley-
Davidson, Inc. (the "Company") are hereby incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
(b) All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1992, including the Quarterly Reports on Form
10-Q for the fiscal quarters ended March 28, 1993, June 27, 1993 and
September 26, 1993.
(c) The description of the Company's common stock contained in
Item 4 of the Registration of Securities of Certain Successor Issuers on
Form 8-B, dated June 21, 1991 (the "Form 8-B"), File No. 1-10793,
including any amendments or reports filed for the purpose of updating such
description.
(d) The description of the Company's Preferred Stock Purchase
Rights contained in Item 1 of the Preferred Stock Purchase Rights
Registration Statement on Form 8-A, Registration No. 1-9183, dated
August 31, 1990, as supplemented by the Amendment to the Rights Agreement,
attached as Exhibit 4.8 to the Form 8-B, including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to sections 13(a),
13(c), 14, and 15(d) of the Exchange Act after the date of filing of this
Post-Effective Amendment No. 1 to the Registration Statement and prior to
such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all 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. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
a statement contained herein, or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
The Harley-Davidson, Inc. 1986 Stock Option Plan and the Harley-
Davidson, Inc. 1988 Stock Option Plan (the "Plans") provide that, in
addition to such other rights of indemnification as they may have as
members of the Board of Directors of the Company (the "Board"), or the
Human Resources Committee (the "Committee"), the members of the Committee
and the Board shall be indemnified by the Company against all costs and
expenses reasonably incurred by them in connection with any action, suit
or proceeding to which they or any of them may be part by reason of any
action taken or failure to act under or in connection with the Plans or
any option granted thereunder ("Option"), and against all amounts paid by
them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except
a judgment based upon a finding of bad faith; provided that upon the
institution of any such action, suit or proceeding, a Committee or Board
member shall, in writing, give the Company notice thereof and an
opportunity, at its own expense, to handle and defend the same before such
Committee or Board member undertakes to handle and defend it on such
member's own behalf.
Article V of the Company's By-Laws requires that the Company shall,
to the fullest extent permitted or required by Sections 180.0850 to
180.0859, inclusive, of the Wisconsin Business Corporation Law, including
any amendments thereto (but in the case of any such amendment, only to the
extent such amendment permits or requires the corporation to provide
broader indemnification rights than prior to such amendment), indemnify
its Directors and Officers against any and all liabilities, and advance
any and all reasonable expenses, incurred thereby in any proceedings to
which any such Director or Officer is a party because he or she is or was
a Director or Officer of the Company. The Company shall also indemnify an
employee who is not a Director or Officer, to the extent that the employee
has been successful on the merits or otherwise in defense of a proceeding,
for all expenses incurred in the proceeding if the employee was a party
because he or she is or was an employee of the Company. The rights to
indemnification granted under the By-Laws shall not be deemed exclusive of
any other rights to indemnification against liabilities or the advancement
of expenses to which a Director, Officer or employee may be entitled under
any written agreement, Board resolution, vote of shareholders, the
Wisconsin Business Corporation Law or otherwise. The Company may, but
shall not be required to, supplement the foregoing rights to
indemnification against liabilities and advance of expenses by the
purchase of insurance on behalf of any one or more of such Directors,
Officers or employees, whether or not the corporation would be obligated
to indemnify or advance expenses to such Director, Officer or employee
under this paragraph.
The Company maintains a liability insurance policy for its
directors and officers which extends to, among other things, liability
arising under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1(a) 1986 Stock Option Plan (incorporated herein by reference to
Exhibit 10.9 to the Company's Registration Statement on Form
S-1 (Registration No. 33-5871))
4.1(b) 1988 Stock Option Plan (incorporated herein by reference to
Annex A to the Company's 1988 Proxy Statement (File No. 1-
9183))
4.2 Restated Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form 8-B dated June 24,
1991 (File No. 1-10793 (the "Form 8-B"))
4.3 By-Laws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Form 8-B)
4.4 Form of Certificate of Designation relating to Series A Junior
Participating Preferred Stock (incorporated herein by
reference to Exhibit 3.3 to the Form 8-B)
4.5 Form of Rights Agreement between the Company and First
Wisconsin Trust Company, as Rights Agent (incorporated herein
by reference to Exhibit 4.6 to the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1990 (File No.
1-9183))
4.6 First Amendment to Rights Agreement, dated as of June 21, 1991
by and between First Wisconsin Trust Company, as Trustee,
Harley-Davidson, Inc. (a Delaware corporation and predecessor)
and H-DI Corp. (a Wisconsin corporation and successor)
(incorporated herein by reference to Exhibit 4.8 to the Form
8-B)
5 Opinion of Simpson Thacher & Bartlett (a partnership which
includes professional corporations)
23.1 Consent of Simpson Thacher & Bartlett (a partnership which
includes professional corporations) (contained in Exhibit 5)
23.2 Consent of Ernst & Young, Independent Auditors
24 Power of Attorney relating to subsequent amendments (included
on the signature page to this Post-Effective Amendment No. 1
to the Registration Statement)
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 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.
(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 post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) 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, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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.
(c) 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 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 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, State of
Wisconsin, on this 1st day of February, 1994.
HARLEY-DAVIDSON, INC.
By RICHARD F. TEERLINK
Richard F. Teerlink
President and Chief Executive
Officer
Each person whose signature appears below constitutes and appoints Richard
F. Teerlink, James L. Ziemer, James M. Brostowitz and Timothy K. Hoelter,
and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all further
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, granting unto said attorneys-in-fact
and agents, 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
connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in
the capacities indicated on February 1, 1994.
Name Title
RICHARD F. TEERLINK President, Chief Executive Officer
Richard F. Teerlink (Principal Executive Officer) and
Director
JAMES L. ZIEMER Vice President and Chief Financial
James L. Ziemer Officer (Principal Financial Officer)
JAMES M. BROSTOWITZ Vice President, Controller and
James M. Brostowitz Treasurer (Principal Accounting
Officer)
VAUGHN L. BEALS, JR. Chairman and Director
Vaughn L. Beals, Jr.
BARRY K. ALLEN Director
Barry K. Allen
WILLIAM F. ANDREWS Director
William F. Andrews
________________________________ Director
Frederick L. Brengel
RICHARD G. LeFAUVE Director
Richard G. LeFauve
________________________________ Director
James A. Norling
DONALD A. JAMES Director
Donald A. James
WILLIAM B. POTTER Director
William B. Potter
RICHARD HERMON-TAYLOR Director
Richard Hermon-Taylor
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE
NUMBER EXHIBIT DESCRIPTION NUMBER
4.1(a) 1986 Stock Option Plan (incorporated herein by
reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-1 (Registration
No. 33-5871)) ---
4.1(b) 1988 Stock Option Plan (incorporated herein by
reference to Annex A to the Company's 1988 Proxy
Statement (File No. 1-9183)) ---
4.2 Restated Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1
to the Company's Registration Statement on Form
8-B dated June 24, 1991 (File No. 1-10793
(the "Form 8-B")) ---
4.3 By-Laws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Form 8-B) ---
4.4 Form of Certificate of Designation relating to Series
A Junior Participating Preferred Stock (incorporated
herein by reference to Exhibit 3.3 to the Form
8-B) ---
4.5 Form of Rights Agreement between the Company and
First Wisconsin Trust Company, as Rights Agent
(incorporated herein by reference to Exhibit 4.6
to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1990 (File No. 1-9183)) ---
4.6 First Amendment to Rights Agreement, dated as of
June 21, 1991 by and between First Wisconsin Trust
Company, as Trustee, Harley-Davidson, Inc.
(a Delaware corporation and predecessor) and H-DI Corp.
(a Wisconsin corporation and successor) (incorporated
herein by reference to Exhibit 4.8 to the Form 8-B) ---
5 Opinion of Simpson Thacher & Bartlett (a partnership
which includes professional corporations)* ---
23.1 Consent of Simpson Thacher & Bartlett (a partnership
which includes professional corporations) (contained
in Exhibit 5)* ---
23.2 Consent of Ernst & Young, Independent Auditors
24 Power of Attorney relating to subsequent amendments
(included on the signature page to this Post-Effective
Amendment No. 1 to the Registration Statement) ---
_______________
* Previously filed.
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to the Registration Statement (Form S-8 No. 33-33449) of Harley-
Davidson, Inc., pertaining to the (a) Harley-Davidson, Inc. 1986 Stock
Option Plan; and (b) Harley-Davidson, Inc. 1988 Stock Option Plan, of our
report dated February 10, 1993, with respect to the consolidated financial
statements and schedules of Harley-Davidson, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1992, filed with the
Securities and Exchange Commission.
ERNST & YOUNG
Milwaukee, Wisconsin
January 28, 1994
