Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
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. 1995 Stock Option Plan
(Full title of the plan)
____________________
Timothy K. Hoelter, Esq.
Secretary
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)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share Price Fee
Common Stock, 3,800,000
$.01 par value shares $42.0625(1) $159,837,500.00(1) $55,120.00
Preferred Stock 950,000
Purchase Rights rights (2) (2) (2)
(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 of Harley-Davidson,
Inc. Common Stock on the New York Stock Exchange consolidated
reporting system on July 1, 1996.
(2) The value attributable to the Preferred Stock Purchase Rights is
reflected in the market price of the Common Stock to which the
Rights are attached.
_________________________________
<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 by Harley-Davidson Inc. (the
"Company") are hereby incorporated herein by reference:
1. Annual Report on Form 10-K for its fiscal year ended
December 31, 1995.
2. All other reports filed since December 31, 1995 by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended.
3. The description of the Company's Common Stock and Preferred
Stock Purchase Rights 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. 1-8193, 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 Securities Exchange Act of 1934,
as amended, after the date of this Registration Statement and prior to
such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all such 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Harley-Davidson, Inc. 1995 Stock Option Plan ("Plan")
provides 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 Plan 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 of 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 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 under this
paragraph 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. All capitalized terms used in
this paragraph and not otherwise defined herein shall have the meaning set
forth in Section 180.0850 of the Wisconsin Business Corporation Law.
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.
The exhibits filed herewith or incorporated by reference are set
forth in the attached Exhibit Index.
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, as amended;
(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 (a)(1)(i) and (a)(1)(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, as amended, that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
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) 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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin,
as of July 2, 1996.
HARLEY-DAVIDSON, INC.
By: /s/Richard F. Teerlink
Richard F. Teerlink
President, Chief Executive Officer,
Chairman of the Board and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of July 2, 1996, by the
following persons in the capacities indicated. Each person whose
signature appears below constitutes and appoints James M. Brostowitz and
James L. Ziemer, and each of them individually, his or her attorneys-in-
fact and agents, with full power of substitution and resubstitution for
him or her and in his or her 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 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 or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/Richard F. Teerlink President, Chief Executive
Richard F. Teerlink Officer, Chairman of the Board
and Director (principal executive
officer)
/s/James L. Ziemer Vice President, Chief Financial
James L. Ziemer Officer and Assistant Treasurer
(principal financial officer)
/s/James M. Brostowitz Vice President, Controller and
James M. Brostowitz Treasurer (principal accounting
officer)
/s/Vaughn L. Beals Chairman Emeritus and Director
Vaughn L. Beals
/s/Barry K. Allen Director
Barry K. Allen
/s/Richard J. Hermon-Taylor Director
Richard J. Hermon-Taylor
/s/Donald A. James Director
Donald A. James
/s/Richard G. LeFauve Director
Richard G. LeFauve
/s/Sara L. Levinson Director
Sara L. Levinson
/s/James A. Norling Director
James A. Norling
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Harley-Davidson, Inc. 1995 Stock Option Plan
(incorporated by reference herein to Exhibit A
to the Registrant's 1995 Proxy Statement dated
March 31, 1995 (File No. 1-9183)).
(4.2) Form of Rights Agreement between the Registrant
and Firstar Trust Company (incorporated by
reference herein to Exhibit 4.6 to the
Registrant's Quarterly Report on Form 10-Q for
the period ended September 30, 1990 (File No. 1-
9183)).
(4.3) Amendment to Rights Agreement dated as of June
21, 1991 (incorporated by reference herein to
Exhibit 4.8 to the Registrant's Registration
Statement on Form 8-B dated June 24, 1991 (File
No. 1-9183)).
(4.4) Amendment to Rights Agreement dated as of August
23, 1995 (incorporated by reference herein to
Exhibit 4 to the Registrant's Quarterly Report
on Form 10-Q for the period ended September 24,
1995 (File No. 1-9183)).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Ernst & Young LLP, Independent
Auditors.
(23.2) Consent of Foley & Lardner (contained in Exhibit
5 hereto).
(24) Power of Attorney relating to subsequent
amendments (included on the signature page to
this Registration Statement).
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
July 2, 1996
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Ladies and Gentlemen:
We have acted as counsel for Harley-Davidson, Inc., a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a
Form S-8 Registration Statement (the "Registration Statement") to be filed
by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
3,800,000 shares of the Company's common stock, $0.01 par value (the
"Common Stock"), and related Preferred Stock Purchase Rights (the
"Rights"), that may be issued pursuant to the Harley-Davidson, Inc. 1995
Stock Option Plan (the "Plan"). The terms of the Rights are as set forth
in that certain Form of Rights Agreement, dated as of August 6, 1990, as
amended, by and between the Company and Firstar Trust Company (the "Rights
Agreement").
We have examined: (i) the Plan; (ii) the Registration
Statement; (iii) the Company's Restated Articles of Incorporation and
Bylaws, as amended to date; (iv) resolutions of the Company's Board of
Directors relating to the Plan; (v) the Rights Agreement; and (vi) such
other documents and records as we have deemed necessary to enable us to
render this Opinion.
Based upon 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 Common Stock, when issued and paid for in the manner
set forth in the Plan, will be validly issued, fully paid and
nonassessable and no personal liability will attach to the ownership
thereof, except with respect to wage claims of employees of the Company
for services performed not to exceed six (6) months service in any one
case, as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law.
3. The Rights to be issued with the Common Stock when issued
pursuant to the terms of the Rights Agreement will be validly issued.
We consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving our 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
said Act.
Very truly yours,
FOLEY & LARDNER
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1995 Stock Option Plan of Harley-Davidson, Inc.
of our report dated January 20, 1996, with respect to the consolidated
financial statements and schedules of Harley-Davidson, Inc. included in its
Annual Report on Form 10-K for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
July 2, 1996
