<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1995
Registration No. 33-
-------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
POLARIS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1790959
(state or other jurisdiction of (I.R.S. Employer Identification
incorporated or organization) Number)
____________________
1225 Highway 169 North
Minneapolis, Minnesota 55441
(612) 542-0500
(Address, including zip code,
of registrant's principal executive offices)
____________________
POLARIS INDUSTRIES INC.
1995 STOCK OPTION PLAN
(Full title of the plan)
____________________
John H. Grunewald, Executive Vice President,
Chief Financial Officer and Secretary
Polaris Industries Inc.
1225 Highway 169 North
Minneapolis, Minnesota 55441
(612) 542-0500
(Name and address, including zip code and telephone number,
including area code, of agent for service)
____________________
COPIES TO:
James C. Melville
Kaplan, Strangis and Kaplan, P.A.
5500 Norwest Center, 90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 375-1138
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price Fee
- ---------- ------------ ----------- --------- -------------
<S> <C> <C> <C> <C>
Common Stock 900,000 $43.125 $38,812,500 $13,383.62
Par Value
$.01
- -------------------------------------------------------------------------------
<FN>
(1) 900,000 shares of Common Stock are reserved for issuance under the
Polaris Industries Inc. (the "Company") 1995 Stock Option Plan (the "Plan"). The
number of shares of Common Stock stated above may be adjusted in accordance with
the provisions of the Plan in the event that, during the period the Plan is in
effect, there is effected any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend or any other increase or decrease in the
number of shares effected without receipt of consideration by the Company.
Accordingly, this Registration Statement covers, in addition to the number of
shares of Common Stock stated above, an indeterminate number of shares which by
reason of any such events may be issued in accordance with the provisions of the
Plan.
(2) Estimated by the registrant solely for the purpose of calculating the
amount of registration fee pursuant to Rule 457(h).
</TABLE>
2
<PAGE>
PART I
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Commission.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Company, are hereby incorporated
by reference in this Registration Statement:
(a) The Company's latest Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed with the Commission, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Company's Annual Report referred to in (a) above.
(c) A description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-4, Registration No. 33-55769 filed
with the Commission on September 30, 1994, including Amendment No. 1 filed on
November 10, 1994 and Amendment No. 2 filed on November 21, 1994.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares offered will be passed upon for the Company
by Kaplan, Strangis and Kaplan, P.A., Minneapolis, Minnesota. Members of such
firm beneficially own an aggregate of
3
<PAGE>
51,800 shares of the Company's Common Stock. This represents approximately
0.28% of the currently outstanding voting shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Minnesota law, the Company's Articles of Incorporation
provide that directors of the Company shall not be personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) relating to prohibited dividends or distributions or the repurchase
or redemption of stock, or (iv) for any transaction from which the director
derives an improper personal benefit.
The Company is required by Minnesota law to indemnify all officers and
directors of the Company for expenses and liabilities (including attorneys'
fees) incurred as the result of proceedings against them in connection with
their capacities as officers or directors. In order to be entitled to
indemnification with respect to a purported act or omission, an officer or
director must (i) have acted in good faith, (ii) have received no improper
personal benefit, (iii) in the case of a criminal proceeding, have had no
reasonable cause to believe the conduct to be unlawful, and (iv) have reasonably
believed that the conduct was in the best interests of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Polaris Industries Inc. 1995 Stock Option Plan
4.2 Form of Stock Option Agreement and Notice of Exercise Form -
Incentive Stock Options.
4.3 Form of Stock Option Agreement and Notice of Exercise Form -
Incentive Stock Options and Non-qualified Stock Options.
5 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5)
24 Powers of Attorney
4
<PAGE>
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 (the "Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply to information required to be included in a post-
effective amendment by those paragraphs which are contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, 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) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the
5
<PAGE>
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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 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 Act
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 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.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Minneapolis, State of Minnesota, on June 12,
1995.
POLARIS INDUSTRIES INC.
By: /s/ W. Hall Wendel, Jr.
---------------------------
W. Hall Wendel, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ W. Hall Wendel, Jr. Principal Executive June 12, 1995
- -------------------------
W. Hall Wendel, Jr. Officer and Director
John H. Grunewald Principal Financial and June 12, 1995
- -------------------------
John H. Grunewald Accounting Officer
*
- -------------------------
Beverly F. Dolan Director
*
- -------------------------
Robert S. Moe Director
*
- -------------------------
Kenneth D. Larson Director
*
- -------------------------
Stephen G. Shank Director
*
- -------------------------
Gregory R. Palen Director
7
<PAGE>
*
- -------------------------
Andris A. Baltins Director
*By /s/ W. Hall Wendel, Jr. June 12, 1995
-------------------------
W. Hall Wendel, Jr.
Attorney-in-Fact
W. Hall Wendel, Jr., on his own behalf and pursuant to Powers of Attorney, dated
prior to the date hereof, attested by the directors listed above and filed with
the Securities and Exchange Commission, by signing his name hereto does hereby
sign and execute this Registration Statement of Polaris Industries, Inc., or
amendment thereto, on behalf of each of the directors named above.
8
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Page
-------------
4.1 Polaris Industries Inc. 1995 Stock Option Plan.
4.2 Form of Stock Option Agreement and Notice of Exercise
Form - Incentive Stock Options.
4.3 Form of Stock Option Agreement and Notice of Exercise
Form - Incentive Stock Options and Non-qualified Stock
Options.
5 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5)
24 Powers of Attorney
9
<PAGE>
POLARIS INDUSTRIES INC.
1995 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of the Polaris Industries Inc. 1995 Stock Option Plan (the
"PLAN") is to promote the interest of Polaris Industries Inc. (the "COMPANY")
and its subsidiaries (the "SUBSIDIARIES") by (i) attracting and retaining
employees of outstanding ability, (ii) motivating employees, by means of
performance-related incentives, to achieve longer-range performance goals and
(iii) enabling employees to participate in the long-term growth and financial
success of the Company.
2. ADMINISTRATION
The Plan shall be administered by the Compensation Committee (the
"COMMITTEE") of the Board of Directors of the Company (the "BOARD"). The
Committee shall have the sole and absolute power, authority and discretion to
interpret the Plan, to prescribe, amend and rescind rules and regulations to
further the purposes of the Plan, and to make all other determinations necessary
for the administration of the Plan. All such actions by the Committee shall be
final and binding. To the extent permitted by law, members of the Committee
shall be indemnified and held harmless by the Company with respect to any loss,
cost, liability or expense that may be reasonably incurred in connection with
any claim, action, suit or proceeding which arises by reason of any act or
omission under the Plan so long as such act or omission is taken in good faith
and within the scope of the authority delegated herein.
3. INCENTIVE AND NONQUALIFIED STOCK OPTIONS
Awards under the Plan may be in the form of stock options ("OPTIONS") which
qualify as "incentive stock options" ("INCENTIVE STOCK OPTIONS") within the
meaning of Section 422 or any successor provision of the Internal Revenue Code
of 1986, as amended (the "CODE"), or stock options which do not so qualify
("NONQUALIFIED STOCK OPTIONS"). Each award of an Option shall be designated in
the applicable award agreement as an Incentive Stock Option or a Nonqualified
Stock Option, as appropriate.
1
<PAGE>
4. SHARES SUBJECT TO THE PLAN
Options in respect of an aggregate of up to 900,000 shares of the Common
Stock of the Company, par value $.01 per share (the "COMMON STOCK"), shall be
available for award under the Plan. In any calendar year during the term of
this Plan, no employee shall be awarded Options in respect of more than 400,000
shares of Common Stock. No more than 900,000 shares of Common Stock may be
issued pursuant to Incentive Stock Option awards. If any Option shall cease to
be exercisable in whole or in part for any reason, the shares which were covered
by such Option but as to which the Option had not been exercised shall again be
available under the Plan. Shares issuable under the Plan shall be made
available from authorized and unissued or previously issued and outstanding
shares of Common Stock reacquired by the Company.
5. PARTICIPANTS; OPTION AWARDS
The Committee shall determine and designate from time to time those
employees of the Company and the Subsidiaries who shall be awarded Options under
the Plan and the number of shares of Common Stock to be covered by each such
Option. In making its determinations, the Committee shall take into account the
present and potential contributions of the respective employees to the success
of the Company and the Subsidiaries, and such other factors as the Committee
shall deem relevant in connection with accomplishing the purposes of the Plan.
Each Option award shall be evidenced by an award agreement in such form as the
Committee shall approve from time to time.
6. FAIR MARKET VALUE
For all purposes under the Plan, the term "FAIR MARKET VALUE" shall mean,
as of any applicable date: (i) if the Common Stock is listed on a national
securities exchange or is authorized for quotation on the National Association
of Securities Dealers Inc.'s NASDAQ National Market System ("NASDAQ/NMS"), the
closing price, regular way, of the Common Stock on such exchange or NASDAQ/NMS,
as the case may be, or if no such reported sale of the Common Stock shall have
occurred on such date, on the next preceding date on which there was such a
reported sale; or (ii) if the Common Stock is not listed for trading on a
national securities exchange or authorized for quotation on NASDAQ/NMS, the
closing bid price as reported by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), or if no such prices shall have been so
reported for such date, on the next preceding date for which such prices were so
reported; or (iii) if the Common Stock is not listed for trading on a national
securities exchange or authorized for quotation on NASDAQ, the last reported bid
price published in the "pink sheets" or displayed on the NASD Electronic
Bulletin Board, as the case may be; or (iv) if the Common Stock is not listed
for trading on a national securities exchange, or is not authorized for
quotation on NASDAQ/NMS or NASDAQ, or is not published in the "pink sheets" or
displayed on the NASD Electronic Bulletin Board, the Fair Market Value of the
Common Stock as determined in good faith by the Committee.
7. EXERCISE PRICE
Options shall be granted at an exercise price of not less than 100% of the
Fair Market Value of the underlying shares of Common Stock on the date of grant;
provided,
2
<PAGE>
however, that Incentive Stock Options granted to a participant who at the time
of such grant owns (within the meaning of Section 424(d) of the Code) more than
ten percent of the total combined voting power of all classes of stock of the
Company or its parent or subsidiary corporation (a "10% HOLDER") shall be
granted at an exercise price of not less 110% of the Fair Market Value of the
underlying shares of Common Stock on the date of grant.
8. OPTION PERIOD
The Committee shall determine the period or periods of time within which
Options may be exercised by participants, in whole or in part, provided,
however, that the term of an Option shall not exceed ten years from the date of
grant; and provided further, however, that the term of an Incentive Stock Option
granted to a 10% Holder shall not exceed five years from the date of grant.
9. OTHER TERMS AND CONDITIONS
The Committee shall have the discretion to determine terms and conditions,
consistent with this Plan, that will be applicable to Options granted hereunder.
Options granted to the same or different participants, or at the same or
different times, need not contain similar provisions. The aggregate Fair Market
Value (determined on the date of grant) of Common Stock with respect to which
Incentive Stock Options granted to a participant become exercisable for the
first time in any single calendar year shall not exceed $100,000. The Committee
shall have the discretion to accelerate the exercise date of an Option whenever
it decides, in its absolute discretion, that such action is in the best
interests of the Company and is equitable to the participant.
10. PAYMENT FOR COMMON STOCK
Full payment for shares of Common Stock purchased upon the exercise of the
Option shall be made at the time the Option is exercised in whole or in part.
Payment of the purchase price shall be made in cash or in such other form as the
Committee may approve in the applicable award agreement, including, without
limitation, payment in accordance with a cashless exercise program under which,
if so instructed by the participant, shares may be issued directed to the
participant's broker or dealer upon receipt of the purchase price in cash from
the broker or dealer, or by the delivery to the Company by the participant of
(i) a full recourse promissory note containing such terms as the Committee may
determine or (ii) shares of Common Stock that have been held by the participant
for at least six months prior to exercise of the Option, valued at the Fair
Market Value of such shares on the date of exercise; provided, however, that if
payment is made pursuant to clause (i), the par value of the purchased shares
shall be paid in cash. No shares of Common Stock shall be issued to the
participant until such payment has been made, and a participant shall have none
of the rights of a stockholder with respect to Options held except to the extent
such Options have been exercised.
3
<PAGE>
11. TERMINATION OF OPTIONS
Unless otherwise determined by the Committee and provided in the applicable
award agreement or an amendment thereto, a participant shall be entitled to
exercise the participant's Options, to the extent such Options were exercisable
on the date of termination, for a period of (a) thirty (30) days (but not after
the scheduled expiration date of such Options) following the date of termination
of the participant's employment for any reason other than the participant's
disability (within the meaning of Section 22(e)(3) of the Internal Revenue
Code), death or retirement on or after his normal retirement age in accordance
with the Company's retirement policy for officers and/or employees, as
appropriate, and (b) one (1) year (but not after the scheduled expiration date
of such Options) following the date of termination of employment by reason of
the participant's disability (within the meaning of Section 22(e)(3) of the
Internal Revenue Code), death or retirement on or after his normal retirement
age in accordance with the Company's retirement policy for employees; provided,
however, that an Incentive Stock Option shall not be exercisable more than three
(3) months after the participant's retirement.
12. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN
In the event of any subdivision or combination of the outstanding shares of
Common Stock, stock dividend, recapitalization, reclassification of shares,
sale, lease or transfer of substantially all of the assets of the Company,
substantial distributions to stockholders, merger, consolidation or other
corporate transactions which would result in a substantial dilution or
enlargement of the rights or economic benefits inuring to participants
hereunder, the Committee shall make such equitable adjustments as it may deem
appropriate in the Plan and the outstanding Options, including, without
limitation, any adjustment in the total number of shares of Common Stock which
may thereafter be available under the Plan.
13. NONASSIGNABILITY
Options shall not be transferable other than by will or the laws of descent
and distribution and are exercisable during participant's lifetime only by the
participant.
14. WITHHOLDING
The Company shall have the right to deduct from all amounts paid to a
participant in cash as salary, bonus or other compensation any taxes required by
law to be withheld in respect of Options under this Plan. In the Committee's
discretion, a participant may be permitted to elect to have withheld from the
shares otherwise issuable to the participant upon exercise of an Option, or to
tender to the Company, the number of shares of Common Stock whose Fair Market
Value equals the amount required to be withheld.
4
<PAGE>
15. CONSTRUCTION OF THE PLAN
The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of
Minnesota, other than the conflict of law provisions of such laws.
16. AMENDMENT
The Board may, by resolution, amend or revise the Plan, except that such
action shall not be effective without stockholder approval if such stockholder
approval is required to maintain the compliance of the Plan and/or awards
granted hereunder with Rule 16b-3 of the Securities and Exchange Commission or
the deductibility limits of Section 162(m) of the Code. The Board may not alter
or impair any Options previously granted under the Plan without the consent of
the holders thereof, except in accordance with the provisions of Paragraph 12.
17. EFFECTIVE DATE; TERMINATION OF PLAN
The Plan shall become effective on the date on which it is adopted by the
Board of Directors, subject to the approval of the Plan by the stockholders of
the Company. The Plan shall terminate on the tenth (10th) anniversary of the
effective date, unless it is sooner terminated by the Board. The Board may
terminate the Plan at any time, in whole or in part, in its sole discretion.
Termination of the Plan shall not affect Options previously granted under the
Plan.
5
<PAGE>
DRAFT
6/1/95
FOR EMPLOYEES WHOSE OPTIONS ARE ALL ISOS
[POLARIS LETTERHEAD]
[Date]
[Name and address of Employee]
Dear __________________:
I am pleased to inform you that you are the recipient of a stock
option award under the Polaris Industries Inc. 1995 Stock Option Plan (the
"Plan"). The Board of Directors and the shareholders of Polaris Industries Inc.
("the Company") adopted and approved the Plan for the purposes of (i) attracting
and retaining employees of outstanding ability; (ii) motivating employees, by
means of performance-related incentives, to achieve longer-range performance
goals; and (iii) enabling employees to participate in the long-term growth and
financial success of the Company. A copy of the Plan is enclosed herewith for
your reference.
This stock option award was approved by the Compensation Committee of
the Board of Directors of the Company (the "Committee"). Section 5 of the Plan
provides that all awards under the Plan be made pursuant to an award agreement
between the recipient and the Company. This letter sets forth a Stock Option
Agreement ("Agreement") to confirm and formalize your agreement with the Company
with respect to your stock option award and is entered into under and pursuant
to all of the terms and provisions of the Plan. In conformity with the Plan,
you and the Company agree as follows:
1. Subject to the terms and conditions of this Agreement and the Plan,
the Company hereby grants to you the right and option to purchase from
the Company up to, but not exceeding in the aggregate, _____ shares of
the Common Stock, par value $.01 per share ("Common Stock"), of the
Company (the "Options"), at an exercise price of $_____ per share (the
"Exercise Price") and for the period (the "Option Term") beginning on
_________, 1995 (the "Date of Grant") and ending on ______________,
____ . The Exercise Price set forth herein equals the Fair Market
Value, as defined in the Plan, on the Date of Grant, of the shares of
Common Stock subject to the Option.
- 1 -
<PAGE>
2. All of the Options granted to you under this Agreement are intended to
be incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
3. The Options granted to you hereunder shall become exercisable ("vest")
on the third anniversary of the Date of Grant. Once Options have
vested, they may be exercised, in whole or in part, at any time and
from time to time during the Option Term.
4. You may exercise the Options by delivering to the Company a Notice of
Exercise of Stock Options, in the form set forth as Exhibit A hereto,
together with (i) a check payable to the order of the Company and/or
(ii) shares of Common Stock that you have held for at least six months
prior to the date of exercise, with a stock power executed in blank,
equal in value to the Exercise Price of the shares of Common Stock
being purchased. Shares of Common Stock surrendered in exercise of an
Option shall be valued at their Fair Market Value, as such term is
defined in the Plan, on the date of exercise. With the approval of,
and under the terms and conditions specified by, the Committee, you
may exercise the Options in accordance with a cashless exercise
program through an approved broker or dealer.
5. The Company will notify you of the amount of withholding tax, if any,
that must be paid under federal and, where applicable, state and local
law in connection with the exercise of an Option or the sale of the
subject shares of Common Stock. The Company may deduct such amount
from your regular salary payments or other compensation otherwise due
and owing to you. If the full amount of the withholding tax cannot be
recovered in this manner, you must, promptly upon the receipt of such
notice, remit the deficiency to the Company. In the Committee's
discretion, you may be permitted to elect to have withheld from shares
otherwise issuable to you upon exercise of Options, or to tender to
the Company, a number of shares of Common Stock whose Fair Market
Value, as such term is defined in the Plan, on the date of exercise
equals the amount required to be withheld.
6. If your employment by the Company terminates for any reason other than
disability (within the meaning of Code Section 22(e)(3)), death, or
retirement on or after normal retirement age in accordance with the
applicable retirement policy of the Company, all Options that have not
yet been exercised on the date of termination shall continue to be
exercisable, to the
- 2 -
<PAGE>
extent they were exercisable on the date of termination, for a period
of thirty (30) days after such date, but not after the expiration of
the Option Term. All Options shall continue to be exercisable, to the
extent they were exercisable on the date of termination, for a period
of one year following the date of termination of employment by reason
of your disability (within the meaning of Code Section 22(e)(3)) or
death or for a period of three months following termination of
employment by reason of your retirement on or after normal retirement
age in accordance with the applicable retirement policy of the
Company, but in no event shall any of your Options be exercisable
after the expiration of the Option Term.
7. In the event of any subdivision or combination of the outstanding
shares of Common Stock, stock dividend, recapitalization,
reclassification of shares, sale, lease or transfer of substantially
all of the assets of the Company, substantial distributions to
stockholders, merger, consolidation or other corporate transactions
that would result in a substantial dilution or enlargement of the
rights or economic benefits inuring to you under the Plan, the
Committee shall make such equitable adjustments as it may deem
appropriate in the Options granted in this Agreement. Any such
determination by the Committee shall be final and binding on you.
8. Nothing contained in this Agreement or in the Plan shall be deemed to
confer upon you any right to prevent or to approve or vote upon any of
the corporate actions described in Section 7. The existence of the
Options granted in this Agreement shall not affect in any way the
right or the power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business,
or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stocks ahead of or affecting
the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part
of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
9. Whenever you are referred to in any provision of this Agreement under
circumstances where the provision should logically be construed to
apply to the executors, the administrators, or the person or persons
to whom Options may be transferred by will or by the
- 3 -
<PAGE>
laws of descent and distribution, such references will be deemed to
include such person or persons.
10. You may not transfer the Options granted under this Agreement
otherwise than by will or the laws of descent and distribution and
only you may exercise the Options during your lifetime. No assignment
or transfer of the Options granted under this Agreement, or of the
rights represented thereby, whether voluntary or involuntary, by the
operation of law or otherwise (except by will or the laws of descent
and distribution), shall vest in the assignee or transferee any
interest or right herein whatsoever, but immediately upon any such
assignment or transfer the Options shall terminate and become of no
further effect.
11. You shall not be deemed for any purpose to be a stockholder of the
Company in respect of shares as to which the Options have not been
exercised as provided in this Agreement.
12. Nothing in this Agreement of the Plan shall confer upon you any right
to continue in the employ of the Company or shall affect the right of
the Company to terminate your employment with or without cause.
13. Notwithstanding any other provision of this Agreement to the contrary,
you hereby agree that you will not exercise the Options granted under
this Agreement, and that the Company will not be obligated to issue
any shares to you under this Agreement, if the exercise of such
Options or the issuance of such shares shall constitute a violation by
you or the Company of any provision of any law or regulation of any
governmental authority. Any determination in this connection by the
Company shall be final and binding. The Company shall in no event be
obligated to register any securities pursuant to the Securities Act of
1933 (as the same shall be in effect from time to time) or to take any
other affirmative action in order to cause the exercise of the Options
or the issuance of the shares pursuant thereto to comply with any law
or regulation of any governmental authority.
14. No amounts of income received by you pursuant to this Agreement shall
be considered compensation for purposes of any pension or retirement
plan, insurance plan or any other employee benefit plan of the Company
unless otherwise provided in such plan.
15. Every notice or other communication relating to this Agreement shall
be in writing and shall be mailed to or
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<PAGE>
delivered to the party for whom it is intended at such address as may
from time to time be designated by it in a notice mailed or delivered
to the other party as herein provided; provided, however, that unless
and until some other address be so designated, all notices or
communications by you to the Company shall be mailed or delivered to
the Company at its office at 1225 Highway 169 North, Minneapolis,
Minnesota 55441-5078, and all notices or communications by the
Company to you may be given to you personally or may be mailed to you
at the address indicated in the Company's records as your most recent
mailing address.
16. This Agreement shall be construed, governed, and interpreted under the
laws of the State of Minnesota, except the conflicts of laws
provisions thereof.
17. This Agreement embodies the entire understanding of the parties
hereof, and supersedes all other oral or written agreements or
understandings between you and the Company regarding the subject
matter hereof. No change, alteration or modification hereof may be
made except in a writing, signed by each of the parties hereto.
18. If any provision of this Agreement or the application of any provision
hereof is declared to be illegal, invalid, or otherwise unenforceable
by a court of competent jurisdiction, the remainder of this Agreement
shall not be affected thereby.
This Agreement is delivered to you in two counterparts. Kindly
complete the acceptance in the space provided below in both of such
counterparts, retain one for your file, and return the other to the Company,
whereupon this letter shall constitute a Stock Option Agreement between you and
the Company all on the terms above provided, and shall be binding upon and inure
to the benefit of any successor or successors of the Company and your heirs and
personal representatives.
Very truly yours,
POLARIS INDUSTRIES INC.
By:_________________________
Title:______________________
- 5 -
<PAGE>
ACCEPTED and AGREED on
this _____ day of ______________
________________________________
Attachment: Copy of the Polaris Industries Inc. 1995 Stock Option Plan
- 6 -
<PAGE>
EXHIBIT A
NOTICE OF EXERCISE OF STOCK OPTIONS
Pursuant to the provisions of the Stock Option Agreement entered into
as of ______________, 1995 between Polaris Industries Inc. (the "Company") and
me (the "Agreement"), I hereby exercise the incentive stock options granted
under the terms of the Agreement to the extent of ____________ shares of the
Common Stock of the Company. I deliver to the Company herewith the following in
payment for such shares:
- $__________ in cash
- Stock certificates for _____ shares of Common Stock held for at
least six months
- Other consideration: ___________________ (if approved by the
Company)
Date: ____________________ _____________________________
Optionee (Print Name)
_____________________________
Signature
_____________________________
Address
_____________________________
Social Security Number
polaris\employee
- 7 -
<PAGE>
DRAFT
6/1/95
FOR EMPLOYEES WHOSE OPTIONS ARE PART ISOS AND PART NONSTATUTORY
[POLARIS LETTERHEAD]
[Date]
[Name and address of Employee]
Dear __________________:
I am pleased to inform you that you are the recipient of a stock
option award under the Polaris Industries Inc. 1995 Stock Option Plan (the
"Plan"). The Board of Directors and the shareholders of Polaris Industries Inc.
("the Company") adopted and approved the Plan for the purposes of (i) attracting
and retaining employees of outstanding ability; (ii) motivating employees, by
means of performance-related incentives, to achieve longer-range performance
goals; and (iii) enabling employees to participate in the long-term growth and
financial success of the Company. A copy of the Plan is enclosed herewith for
your reference.
This stock option award was approved by the Compensation Committee of
the Board of Directors of the Company (the "Committee"). Section 5 of the Plan
provides that all awards under the Plan be made pursuant to an award agreement
between the recipient and the Company. This letter sets forth a Stock Option
Agreement ("Agreement") to confirm and formalize your agreement with the Company
with respect to your stock option award and is entered into under and pursuant
to all of the terms and provisions of the Plan. In conformity with the Plan,
you and the Company agree as follows:
1. Subject to the terms and conditions of this Agreement and the Plan,
the Company hereby grants to you the right and option to purchase from
the Company up to, but not exceeding in the aggregate, _____ shares of
the Common Stock, par value $.01 per share ("Common Stock"), of the
Company (the "Options"), at an exercise price of $_____ per share (the
"Exercise Price") and for the period (the "Option Term") beginning on
_________, 1995 (the "Date of Grant") and ending on ______________,
____ . The Exercise Price set forth herein equals the Fair Market
Value, as defined in the Plan, on the Date of Grant, of the shares of
Common Stock subject to the Option.
- 1 -
<PAGE>
2. This Agreement grants to you incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), in respect of _____ shares of Common Stock and
nonqualified stock options in respect of _____ shares of Common Stock.
3. The Options granted to you hereunder shall become exercisable ("vest")
on the third anniversary of the Date of Grant. Once Options have
vested, they may be exercised, in whole or in part, at any time and
from time to time during the Option Term.
4. You may exercise the Options by delivering to the Company a Notice of
Exercise of Stock Options, in the form set forth as Exhibit A hereto,
together with (i) a check payable to the order of the Company and/or
(ii) shares of Common Stock that you have held for at least six months
prior to the date of exercise, with a stock power executed in blank,
equal in value to the Exercise Price of the shares of Common Stock
being purchased. Shares of Common Stock surrendered in exercise of an
Option shall be valued at their Fair Market Value, as such term is
defined in the Plan, on the date of exercise. With the approval of,
and under the terms and conditions specified by, the Committee, you
may exercise the Options in accordance with a cashless exercise
program through an approved broker or dealer.
5. The Company will notify you of the amount of withholding tax, if any,
that must be paid under federal and, where applicable, state and local
law in connection with the exercise of an Option or the sale of the
subject shares of Common Stock. The Company may deduct such amount
from your regular salary payments or other compensation otherwise due
and owing to you. If the full amount of the withholding tax cannot be
recovered in this manner, you must, promptly upon the receipt of such
notice, remit the deficiency to the Company. In the Committee's
discretion, you may be permitted to elect to have withheld from shares
otherwise issuable to you upon exercise of Options, or to tender to
the Company, a number of shares of Common Stock whose Fair Market
Value, as such term is defined in the Plan, on the date of exercise
equals the amount required to be withheld.
6. If your employment by the Company terminates for any reason other than
disability (within the meaning of Code Section 22(e)(3)), death, or
retirement on or after normal retirement age in accordance with the
applicable retirement policy of the Company, all
- 2 -
<PAGE>
Options that have not yet been exercised on the date of termination
shall continue to be exercisable, to the extent they were exercisable
on the date of termination, for a period of thirty (30) days after
such date, but not after the expiration of the Option Term. All
Options shall continue to be exercisable, to the extent they were
exercisable on the date of termination, for a period of one year
following the date of termination of employment by reason of your
disability (within the meaning of Code Section 22(e)(3)) death or
retirement on or after normal retirement age in accordance with the
applicable retirement policy of the Company but not after the
expiration of the Option Term; provided, however, that the Options
designated in Section 2 of this Agreement as "incentive stock options"
shall be exercisable for only three months after your retirement.
7. In the event of any subdivision or combination of the outstanding
shares of Common Stock, stock dividend, recapitalization,
reclassification of shares, sale, lease or transfer of substantially
all of the assets of the Company, substantial distributions to
stockholders, merger, consolidation or other corporate transactions
that would result in a substantial dilution or enlargement of the
rights or economic benefits inuring to you under the Plan, the
Committee shall make such equitable adjustments as it may deem
appropriate in the Options granted in this Agreement. Any such
determination by the Committee shall be final and binding on you.
8. Nothing contained in this Agreement or in the Plan shall be deemed to
confer upon you any right to prevent or to approve or vote upon any of
the corporate actions described in Section 7. The existence of the
Options granted in this Agreement shall not affect in any way the
right or the power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business,
or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stocks ahead of or affecting
the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part
of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
9. Whenever you are referred to in any provision of this Agreement under
circumstances where the provision
- 3 -
<PAGE>
should logically be construed to apply to the executors, the
administrators, or the person or persons to whom Options may be
transferred by will or by the laws of descent and distribution, such
references will be deemed to include such person or persons.
10. You may not transfer the Options granted under this Agreement
otherwise than by will or the laws of descent and distribution and
only you may exercise the Options during your lifetime. No assignment
or transfer of the Options granted under this Agreement, or of the
rights represented thereby, whether voluntary or involuntary, by the
operation of law or otherwise (except by will or the laws of descent
and distribution), shall vest in the assignee or transferee any
interest or right herein whatsoever, but immediately upon any such
assignment or transfer the Options shall terminate and become of no
further effect.
11. You shall not be deemed for any purpose to be a stockholder of the
Company in respect of shares as to which the Options have not been
exercised as provided in this Agreement.
12. Nothing in this Agreement of the Plan shall confer upon you any right
to continue in the employ of the Company or shall affect the right of
the Company to terminate your employment with or without cause.
13. Notwithstanding any other provision of this Agreement to the contrary,
you hereby agree that you will not exercise the Options granted under
this Agreement, and that the Company will not be obligated to issue
any shares to you under this Agreement, if the exercise of such
Options or the issuance of such shares shall constitute a violation by
you or the Company of any provision of any law or regulation of any
governmental authority. Any determination in this connection by the
Company shall be final and binding. The Company shall in no event be
obligated to register any securities pursuant to the Securities Act of
1933 (as the same shall be in effect from time to time) or to take any
other affirmative action in order to cause the exercise of the Options
or the issuance of the shares pursuant thereto to comply with any law
or regulation of any governmental authority.
14. No amounts of income received by you pursuant to this Agreement shall
be considered compensation for purposes of any pension or retirement
plan, insurance plan or any other employee benefit plan of the Company
unless otherwise provided in such plan.
- 4 -
<PAGE>
15. Every notice or other communication relating to this Agreement shall
be in writing and shall be mailed to or delivered to the party for
whom it is intended at such address as may from time to time be
designated by it in a notice mailed or delivered to the other party as
herein provided; provided, however, that unless and until some other
address be so designated, all notices or communications by you to the
Company shall be mailed or delivered to the Company at its office at
1225 Highway 169 North, Minneapolis, Minnesota 55441-5078, and all
notices or communications by the Company to you may be given to you
personally or may be mailed to you at the address indicated in the
Company's records as your most recent mailing address.
16. This Agreement shall be construed, governed, and interpreted under the
laws of the State of Minnesota, except the conflicts of laws
provisions thereof.
17. This Agreement embodies the entire understanding of the parties
hereof, and supersedes all other oral or written agreements or
understandings between you and the Company regarding the subject
matter hereof. No change, alteration or modification hereof may be
made except in a writing, signed by each of the parties hereto.
18. If any provision of this Agreement or the application of any provision
hereof is declared to be illegal, invalid, or otherwise unenforceable
by a court of competent jurisdiction, the remainder of this Agreement
shall not be affected thereby.
This Agreement is delivered to you in two counterparts. Kindly
complete the acceptance in the space provided below in both of such
counterparts, retain one for your file, and return the other to the Company,
whereupon this letter shall constitute a Stock Option Agreement between you and
the Company all on the terms above provided, and shall be binding upon and inure
to the benefit of any successor or successors of the Company and your heirs and
personal representatives.
Very truly yours,
POLARIS INDUSTRIES INC.
By:_________________________
Title:______________________
- 5 -
<PAGE>
ACCEPTED and AGREED on
this _____ day of ______________
________________________________
Attachment: Copy of the Polaris Industries Inc. 1995 Stock Option Plan
- 6 -
<PAGE>
EXHIBIT A
NOTICE OF EXERCISE OF STOCK OPTIONS
Pursuant to the provisions of the Stock Option Agreement entered into
as of ______________, 1995 between Polaris Industries Inc. (the "Company") and
me (the "Agreement"), I hereby exercise the incentive stock options granted
under the terms of the Agreement to the extent of ____________ shares of the
Common Stock of the Company and/or exercise the nonqualified stock options
granted under the terms of the Agreement to the extent of _____________ shares
of the Common Stock of the Company. I deliver to the Company herewith the
following in payment for such shares:
- $__________ in cash
- Stock certificates for _____ shares of Common Stock held for at
least six months
- Other consideration: ___________________ (if approved by the
Company)
- If both incentive stock options and nonqualified stock options
are exercised and more than one type of payment is made (for
example, payment is made partly in cash and partly in shares held
for at least six months), describe how the different types of
payment are to be allocated between the incentive and
nonqualified stock options:
Date: ____________________ _____________________________
Optionee (Print Name)
_____________________________
Signature
_____________________________
Address
_____________________________
polaris\isos Social Security Number
- 7 -
<PAGE>
[KAPLAN, STRANGIS AND KAPLAN, P.A.LETTERHEAD]
June 12, 1995
Securities and Exchange Commission
Judiciary Plaza
450 - 5th Street N.W.
Washington, D.C. 20549
RE: POLARIS INDUSTRIES, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission by Polaris Industries Inc. (the "Company") covering 900,000 shares of
common stock, par value $.01 of the Company (the "Common Stock"), reserved for
issuance under the Polaris Industries Inc. 1995 Stock Option Plan (the "Plan").
We have acted as counsel to the Company and, as such, have examined the
Company's Articles of Incorporation, Bylaws and such other corporate records and
documents as we have considered relevant and necessary for the purpose of this
opinion. We have participated in the preparation and filing of the Registration
Statement. We are familiar with the proceedings taken by the Company with
respect to the authorization and proposed issuance of shares of Common Stock
pursuant to the Plan as contemplated by the Registration Statement.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing under the laws of the State of Minnesota.
2. The Company has corporate authority to issue the shares of Common
Stock covered by the Registration Statement.
<PAGE>
Securities and Exchange Commission
June 12, 1995
Page 2
3. The 900,000 shares of Common Stock proposed to be issued under the
Plan as described in the Registration Statement will, when issued pursuant to
the terms of the Plan, be duly and validly issued, fully paid and non-
assessable.
We hereby consent to the reference to our firm in the Registration
Statement.
Sincerely,
KAPLAN, STRANGIS AND KAPLAN, P.A.
By: /s/ James C. Melville
-----------------------------
James C. Melville
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the June 9, 1995
Registration Statement on Form S-8 of our reports, dated February 2, 1995, with
respect to the financial statements and the financial statement schedule of
Polaris Industries Inc. as of December 31, 1994 and 1993 and for each of the
three years in the period ended December 31, 1994 included in the annual report
on Form 10-K of Polaris Industries Inc. for the year ended December 31, 1994.
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
Minneapolis, Minnesota
June 9, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that POLARIS INDUSTRIES INC., a Minnesota
corporation (the "Company"), and each of the undersigned directors of the
Company, hereby constitutes and appoints W. Hall Wendel, Jr. and John H.
Grunewald and each of them (with full power to each of them to act alone)
its/his/her true and lawful attorney-in-fact and agent, for it/him/her and on
it/his/her behalf and in its/his/her name, place and stead, in any and all
capacities to sign, execute, affix its/his/her seal thereto and file a Form S-8
Registration Statement on Form S-8 or any other applicable form under the
Securities Act of 1933 and amendments thereto, including pre-effective and post-
effective amendments, with all exhibits and any and all documents required to be
filed with respect thereto with any regulatory authority, relating to the
proposed registration of up to 900,000 shares of the Company's Common Stock, par
value $.01, reserved for issuance upon exercise of options granted under the
Company's 1995 Stock Option Plan.
There is hereby granted to said attorneys, 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 respect of the foregoing as fully as it/he/she or
itself/himself/herself might or could do if personally present, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in any number of counterparts, each
of which shall be an original, but all of which taken together shall constitute
one and the same instrument and each of the undersigned directors may execute
this Power of Attorney by signing any such counterpart.
POLARIS INDUSTRIES INC. has caused this Power of Attorney to be executed in
its name by its Chief Executive Officer on the 10th day of May 1995.
POLARIS INDUSTRIES INC.
By /s/ W. Hall Wendel, Jr.
---------------------------
W. Hall Wendel, Jr., Chief
Executive Officer
<PAGE>
The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto set
their hands as of the 10th day of May 1995.
/s/ W. Hall Wendel, Jr. /s/ Stephen G. Shank
- ----------------------------------- -----------------------------------
W. Hall Wendel, Jr. Stephen G. Shank
/s/ Beverly F. Dolan /s/ Gregory R. Palen
- ----------------------------------- -----------------------------------
Beverly F. Dolan Gregory R. Palen
/s/ Robert S. Moe /s/ Andris A. Baltins
- ----------------------------------- -----------------------------------
Robert S. Moe Andris A. Baltins
/s/ Kenneth D. Larson
- -----------------------------------
Kenneth D. Larson
D I R E C T O R S
2
