<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1996
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
incorporation or organization) Identification Number)
____________________
1225 Highway 169 North
Minneapolis, Minnesota 55441
(612) 542-0500
(Address, including zip code,
of registrant's principal executive offices)
____________________
AMENDED AND RESTATED
POLARIS INDUSTRIES INC.
1996 RESTRICTED STOCK PLAN
(Full title of the plan)
____________________
John H. Grunewald, Vice President,
Chief Financial Officer, Treasurer 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
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
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
- ---------- ------------- ------------ -------------- ------------
Common Stock 500,000 $34.875 $17,437,500.00 $6,012.93
Par Value
$.01
- --------------------------------------------------------------------------------
(1) 500,000 shares of Common Stock are reserved for issuance under the
Amended and Restated Polaris Industries Inc. (the "Company") 1996 Restricted
Stock 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). The price per share
is the average of the high and low prices of the Company's Common Stock as
reported on the New York Stock Exchange on June 4, 1996.
2
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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, 1995, 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.
3
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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. Andris
A. Baltins, a member of the Board of Directors of the Company, is also a
member of the law firm Kaplan, Strangis and Kaplan, P.A. Members of such
firm beneficially own an aggregate of 69,200 shares of the Company's Common
Stock. This represents less than 1% 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 Amended and Restated Polaris Industries Inc. 1996 Restricted
Stock Plan
4.2 Form of Performance Restricted Share Award Agreement
5 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of McGladrey & Pullen, LLP
4
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23.2 Consent of Arthur Andersen LLP
23.3 Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5)
24 Powers of Attorney
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.
5
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(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 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
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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 5, 1996.
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 5, 1996
- ---------------------------- Officer and Director
W. Hall Wendel, Jr.
/s/ John H. Grunewald Principal Financial June 5, 1996
- ---------------------------- and Accounting Officer
John H. Grunewald
*
- ---------------------------- Director
Beverly F. Dolan
*
- ---------------------------- Director
Robert S. Moe
*
- ---------------------------- Director
Kenneth D. Larson
*
- ---------------------------- Director
Stephen G. Shank
*
- ---------------------------- Director
Gregory R. Palen
7
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*
- ---------------------------- Director
Andris A. Baltins
*By /s/ W. Hall Wendel, Jr. June 5, 1996
----------------------------
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
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INDEX TO EXHIBITS
Sequentially
Numbered
Page
-----------
4.1 Amended and Restated Polaris Industries Inc.
1996 Restricted Stock Plan.
4.2 Form of Performance Restricted Stock Award Agreement
5 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5)
24 Powers of Attorney
9
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EXHIBIT 4.1
AMENDED AND RESTATED
POLARIS INDUSTRIES INC.
1996 RESTRICTED STOCK PLAN
ARTICLE I. PURPOSE AND ADOPTION OF THE PLAN
1.01 PURPOSE. The purpose of the Polaris Industries Inc. 1996
Restricted Stock Plan is to assist the Corporation and its subsidiaries in
attracting, retaining and motivating selected key management employees who
will contribute to the Corporation's success. The Plan is intended to link
the remunerative benefits paid to eligible employees who have substantial
responsibility for the successful operation, administration and management of
the Corporation with the enhancement of shareholder value and to provide
eligible employees with an opportunity to acquire a greater proprietary
interest in the Corporation through the grant of restricted shares of Stock
which, in accordance with the terms and conditions set forth below, will vest
only if the employees meet the vesting criteria established by the Committee.
Awards under the Plan will act as an incentive to participating employees to
achieve long-term objectives which will inure to the benefit of all
shareholders of the Corporation. The Plan authorizes awards intended to
qualify as "performance-based" for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended, as well as awards that may not so qualify.
1.02 ADOPTION AND EFFECTIVE DATE. The Plan is effective as of January
25, 1996, the date of its approval by the Board, subject to the approval of
the Corporation's shareholders which shareholder approval was obtained as of
May 9, 1996 at the 1996 annual meeting of shareholders of the Corporation.
ARTICLE II. DEFINITIONS
For purposes of this Plan, the capitalized terms set forth below shall
have the following meanings:
2.01 AWARD AGREEMENT means a written agreement between the Corporation
and a Participant specifically setting forth the terms and conditions of an
award of Restricted Stock granted to a Participant pursuant to Article V of
the Plan.
2.02 BOARD means the Board of Directors of the Corporation.
2.03 BUSINESS DAY means any day on which the New York Stock Exchange
shall be open for trading.
2.04 CAUSE means a determination by the Committee that a Participant
has engaged in conduct that is dishonest or illegal, involves moral turpitude
or jeopardizes the Corporation's right to operate its business in the manner
in which it is now operated.
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2.05 CHANGE IN CONTROL means any of the events set forth below:
(a) Any election has occurred of persons to the Board that causes at
least one-half of the Board to consist of persons other than (x) persons
who were members of the Board on January 1, 1996 and (y) persons who were
nominated for election by the Board as members of the Board at a time when
more than one-half of the members of the Board consisted of persons who
were members of the Board on January 1, 1996; provided, however, that any
person nominated for election by the Board at a time when at least one-half
of the members of the Board were persons described in clauses (x) and/or
(y) or by persons who were themselves nominated by such Board shall, for
this purpose, be deemed to have been nominated by a Board composed of
persons described in clause (x) (persons described or deemed described in
clauses (x) and/or (y) are referred to herein as "Incumbent Directors"); or
(b) The acquisition in one or more transactions, other than from the
Corporation, by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a
number of Corporation Voting Securities equal to or greater than 35% of the
Corporation Voting Securities unless such acquisition has been approved by
the Incumbent Directors as an acquisition not constituting a Change in
Control for purposes hereof; or
(c) Any of the following: (x) a liquidation or dissolution of the
Corporation; (y) a reorganization, merger or consolidation of the
Corporation unless, following such reorganization, merger or consolidation,
(A) the Corporation is the surviving entity resulting from such
reorganization, merger or consolidation or (B) at least one-half of the
Board of the entity resulting from such reorganization, merger or
consolidation consists of Incumbent Directors; or (z) a sale or other
disposition of all or substantially all of the assets of the Corporation
unless, following such sale or disposition, at least one-half of the Board
of the transferee consists of Incumbent Directors.
2.06 COMMITTEE means the Compensation Committee of the Board or such
other committee of the Board as the Board may designate.
2.07 CORPORATION means Polaris Industries Inc., a Minnesota
corporation, and its successors.
2.08 CORPORATION VOTING SECURITIES means the combined voting power of
all outstanding voting securities of the Corporation entitled to vote
generally in the election of the Board.
2.09 DATE OF GRANT means the date as of which an award of Restricted
Stock is granted in accordance with Article V.
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2.10 DISABILITY means any physical or mental injury or disease of a
permanent nature which renders a Participant incapable of meeting the
requirements of the employment performed by such Participant immediately
prior to the commencement of such disability. The determination of whether a
Participant is disabled shall be made by the Committee in its sole and
absolute discretion.
2.11 EFFECTIVE DATE means January 25, 1996.
2.12 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.
2.13 FAIR MARKET VALUE means, as of any given date, (i) if the 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 Stock on such
exchange or NASDAQ/NMS, as the case may be, or if no such reported sale of
the Stock shall have occurred on such date, on the next preceding date on
which there was such a reported sale; or (ii) if the 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 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 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 Stock as determined in good faith by the Committee.
2.14 OUTSTANDING STOCK means, at any time, the issued and outstanding
Stock.
2.15 PARTICIPANT means any person selected by the Committee, pursuant
to Section 3.02, to participate under the Plan.
2.16 PLAN means the Polaris Industries Inc. 1996 Restricted Stock Plan,
as the same may be amended from time to time.
2.17 RESTRICTED STOCK means shares of Stock awarded to a Participant
subject to restrictions as described in Article V.
2.18 STOCK means the common stock, par value $0.01 per share, of the
Corporation.
ARTICLE III. ADMINISTRATION AND PARTICIPATION
3.01 ADMINISTRATION. The Plan shall be administered by the Committee
which shall have exclusive and final authority and discretion in each
determination, interpretation or other action affecting the Plan and its
Participants. The Committee
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shall have the sole and absolute authority and discretion to interpret the
Plan, to establish and modify administrative rules for the Plan, to select,
in accordance with Section 3.02, the persons who will be Participants
hereunder, to impose, in accordance with Section 5.01, such conditions and
restrictions as it determines appropriate and to take such other actions and
makes such other determinations in connection with the Plan as it may deem
necessary or advisable.
3.02 DESIGNATION OF PARTICIPANTS. Participants in the Plan shall be
such employees of the Corporation and its subsidiaries as the Committee, in
its sole discretion, may designate. The Committee's designation of a
Participant with respect to any calendar year shall not require the Committee
to designate such person as a Participant with respect to any other calendar
year. The Committee shall consider such factors as it deems pertinent in
selecting Participants.
ARTICLE IV. STOCK ISSUABLE UNDER THE PLAN
4.01 NUMBER OF SHARES OF STOCK ISSUABLE. Subject to adjustments as
provided in Section 6.03, the maximum number of shares of Stock available for
issuance under the Plan shall be 500,000. The Stock to be offered under the
Plan shall be authorized and unissued Stock, or Stock which shall have been
reacquired by the Corporation and held in its treasury. In any calendar
year, no Participant shall receive awards in excess of 250,000 shares of
Stock, subject to adjustment as provided in Section 6.03.
4.02 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Stock forfeited as
provided in Section 5.02 may again be issued under the Plan.
ARTICLE V. RESTRICTED STOCK
5.01 RESTRICTED STOCK AWARDS. The Committee may grant to any
Participant an award of Restricted Stock in respect of such number of shares
of Stock, and subject to such terms and conditions relating to forfeitability
and restrictions on delivery and transfer (whether based on performance
standards, periods of service or otherwise), as the Committee shall determine
in its sole discretion. The terms of all such Restricted Stock awards shall
be set forth in an Award Agreement between the Corporation and the
Participant which shall contain such provisions, not inconsistent with this
Plan, as shall be determined by the Committee.
(a) ISSUANCE OF RESTRICTED STOCK. As soon as practicable after the
Date of Grant of Restricted Stock, the Corporation shall cause to be
transferred on the books of the Corporation shares of Stock, registered on
behalf of the Participant, evidencing such Restricted Stock, but subject to
forfeiture to the Corporation retroactive to the Date of Grant if an Award
Agreement delivered to the Participant by the Corporation with respect to
the Restricted Stock is not duly executed by the Participant and timely
returned to the Corporation. Unless the Committee determines otherwise,
until the lapse or release of all restrictions applicable to an award of
Restricted Stock (i) the stock certificates representing such Restricted
Stock shall be held in custody by the Corporation or its designee,
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(ii) such certificates shall be deemed not delivered to the Participant and
(iii) no Participant shall have any interest with respect to such
Restricted Stock except as expressly provided herein or in the applicable
Award Agreement.
(b) SHAREHOLDER RIGHTS. Beginning on the Date of Grant of the
Restricted Stock and subject to execution of the Award Agreement as
provided in Section 5.01(a), the Participant shall become a shareholder of
the Corporation with respect to all Stock subject to the Award Agreement
and shall have all of the rights of a shareholder, including, but not
limited to, the right to vote such Stock and, unless the Committee provides
otherwise in the applicable Award Agreement, the right to receive dividends
and other distributions paid with respect to such Stock; provided, however,
that, if the Committee provides in the applicable Award Agreement that the
Participant shall be entitled to receive any Stock distributed as a
dividend or otherwise with respect to any Restricted Stock as to which the
restrictions have not yet lapsed, such Stock shall be subject to the same
restrictions as such Restricted Stock and shall be held as prescribed in
Section 5.01(a).
(c) RESTRICTION ON TRANSFERABILITY. None of the Restricted Stock may
be assigned, transferred (other than by will or the laws of descent and
distribution), pledged, sold or otherwise disposed of prior to lapse or
release of the restrictions applicable thereto.
(d) DELIVERY OF STOCK UPON RELEASE OF RESTRICTIONS. Upon expiration
or earlier termination of the forfeiture period without a forfeiture, and
the satisfaction of or release from any other conditions prescribed by the
Committee, the restrictions applicable to the Restricted Stock shall
lapse. As promptly as administratively feasible thereafter, subject to the
requirements of Section 6.02, the Corporation shall deliver to the
Participant or, in case of the Participant's death, to the Participant's
legal representatives, one or more stock certificates for the appropriate
number of shares of Stock, free of all such restrictions, except for any
restrictions that may be imposed by law.
5.02 TERMS OF RESTRICTED STOCK.
(a) FORFEITURE OF RESTRICTED STOCK. Subject to Section 5.02(b) and
the last sentence of this Section 5.02(a), all Restricted Stock shall be
forfeited and returned to the Corporation and all rights of the Participant
with respect to such Restricted Stock shall cease and terminate in their
entirety if during the forfeiture period the employment of the Participant
with the Corporation and its affiliates terminates for any reason. The
Committee, in its sole discretion, shall establish the forfeiture period
for each grant of Restricted Stock, and may provide for the forfeiture
period to lapse in installments. Notwithstanding the foregoing, unless the
Committee provides otherwise in the applicable Award Agreement, in the
event of the discharge by the Corporation or an affiliate of a Participant
without Cause or termination of a Participant's employment by reason of
death, Disability or retirement pursuant to the retirement policy of the
Corporation or an affiliate,
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all forfeiture restrictions imposed on Restricted Stock shall immediately
and fully lapse. Upon the occurrence of a Change in Control, all
forfeiture restrictions imposed on Restricted Stock shall immediately
and fully lapse.
(b) WAIVER OF FORFEITURE PERIOD. Notwithstanding anything contained
in this Article V to the contrary, the Committee may, in its sole
discretion, waive the forfeiture conditions set forth in any Award
Agreement under appropriate circumstances and subject to such terms and
conditions (including forfeiture of a proportionate number of the shares of
Restricted Stock) as the Committee may deem appropriate, provided that the
Participant shall at that time have completed at least one year of
employment after the Date of Grant.
ARTICLE VI. MISCELLANEOUS
6.01 LIMITATIONS ON TRANSFER. The rights and interest of a Participant
under the Plan may not be assigned or transferred other than by will or the
laws of descent and distribution. During the lifetime of a Participant, only
the Participant personally may exercise rights under the Plan.
6.02 TAXES. The Corporation shall be entitled to withhold (or secure
payment from the Participant in lieu of withholding) the amount of any
withholding or other tax required by law to be withheld or paid by the
Corporation with respect to any Stock issuable under this Plan, or with
respect to any income recognized upon the lapse of restrictions applicable to
Restricted Stock, and the Corporation may defer issuance of Stock hereunder
until and unless indemnified to its satisfaction against any liability for
any such tax. The amount of such withholding or tax payment shall be
determined by the Committee or its delegate and shall be payable by the
Participant at such time as the Committee determines. The Committee shall
prescribe in each Award Agreement one or more methods by which the
Participant will be permitted to satisfy his or her tax withholding
obligation, which methods may include, without limitation, the payment of
cash by the Participant to the Corporation and the tendering of previously
acquired shares of Stock of the Participant, or the withholding, at the
appropriate time, of shares of Stock otherwise issuable to the Participant,
in a number sufficient, based upon the Fair Market Value of such Stock, to
satisfy such tax withholding requirements. The Committee shall be authorized,
in its sole discretion, to establish such rules and procedures relating to
any such withholding methods as it deems necessary or appropriate, including,
without limitation, rules and procedures relating to elections by
Participants who are subject to the provisions of Section 16 of the Exchange
Act to tender Stock or to have Stock withheld to meet such tax withholding
obligations.
6.03 ADJUSTMENTS TO REFLECT CAPITAL CHANGES. The amount and kind of
Stock available for issuance under the Plan and the limit on the number of
shares of Stock in respect of which awards may be made to any Participant in
any calendar year shall be appropriately adjusted to reflect any stock
dividend, stock split, combination or exchange of shares, merger,
consolidation or other change in capitalization with a similar substantive
effect upon the Plan. The Committee shall have the power and sole
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discretion to determine the nature and amount of the adjustment, if any, to
be made pursuant to this Section 6.03.
6.04 NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT. No employee or other
person shall have any claim of right to be permitted to participate or be
granted an award under this Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be retained
in the employ of the Corporation.
6.05 AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Income recognized by
a Participant pursuant to the provisions of the Plan shall not be included in
the determination of benefits under any employee pension benefit plan (as
such term is defined in Section 3(2) of the Employee Retirement Income
Security Act of 1974, as amended) or group insurance or other benefit plans
applicable to the Participant which are maintained by the Corporation, except
as may be provided under the terms of such plans or determined by resolution
of the Board.
6.06 GOVERNING LAW. The Plan and all determinations made and actions
taken pursuant to the Plan shall be governed by the laws of the State of
Minnesota other than the conflict of laws provisions of such laws, and shall
be construed in accordance therewith.
6.07 NO STRICT CONSTRUCTION. No rule of strict construction shall be
implied against the Corporation, the Committee, or any other person in the
interpretation of any of the terms of the Plan, any award granted under the
Plan or any rule or procedure established by the Committee.
6.08 CAPTIONS. The captions (i.e., all Section and subsection
headings) used in the Plan are for convenience only, do not constitute a part
of the Plan, and shall not be deemed to limit, characterize or affect in any
way any provisions of the Plan, and all provisions of the Plan shall be
construed as if no captions had been used in the Plan.
6.09 SEVERABILITY. Whenever possible, each provision in the Plan and
every Award Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of the Plan or any Award
Agreement shall be held to be prohibited by or invalid under applicable law,
then (a) such provision shall be deemed amended to accomplish the objectives
of the provision as originally written to the fullest extent permitted by law
and (b) all other provisions of the Plan and every Award Agreement shall
remain in full force and effect.
6.10 LEGENDS. All certificates for Stock delivered under the Plan
shall be subject to such transfer restrictions set forth in the Plan and such
other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed and any applicable
federal or state securities law, and the Committee may cause a legend or
legends to be endorsed on any such certificates making appropriate references
to such restrictions.
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<PAGE>
6.11 AMENDMENT AND TERMINATION.
(a) AMENDMENT. The Board shall have complete power and authority to
amend the Plan at any time it is deemed necessary or appropriate. No
termination or amendment of the Plan may, without the consent of the
Participant to whom any award shall theretofore have been granted under the
Plan, adversely affect the right of such individual under such award;
provided, however, that the Committee may, in its sole discretion, make
such provision in the Award Agreement for amendments which, in its sole
discretion, it deems appropriate.
(b) TERMINATION. The Board shall have the right and the power to
terminate the Plan at any time. Unless sooner terminated by action of the
Board, the Plan shall automatically terminate, without further action of
the Board or the Corporation's shareholders, on the tenth anniversary of
the Effective Date. No award shall be granted under the Plan after the
termination of the Plan, but the termination of the Plan shall not have any
other effect and any award outstanding at the time of the termination of
the Plan shall continue in effect in accordance with its terms as if the
Plan has not terminated.
-8-
<PAGE>
EXHIBIT 4.2
PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT
As of May 8, 1996
The parties to this Performance Restricted Share Award Agreement
(this "Agreement") are Polaris Industries Inc., a Minnesota corporation
("Polaris"), and _______________, an individual employee of Polaris or a
subsidiary of Polaris (the "Employee").
Polaris adopted and maintains the Polaris Industries Inc. Amended
and Restated 1996 Restricted Stock Plan (the "Plan"), under which restricted
shares of the common stock, par value $0.01, of Polaris ("Common Stock"), may
be awarded to employees of Polaris and its subsidiaries by action of the
Compensation Committee (the "Committee") of Polaris's Board of Directors (the
"Board"). The parties hereto desire to set forth in this Agreement their
respective rights and obligations with respect to an award to the Employee of
restricted shares of Common Stock approved by the Committee as of the date
hereof. Certain capitalized terms used in this Agreement, unless otherwise
defined herein, have the respective meanings given to such terms in the Plan.
In consideration of the covenants set forth in this Agreement, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. AWARD OF RESTRICTED SHARES.
(a) Polaris hereby confirms the grant to the Employee, as of
the date first above written (the "Award Date"), of _________ shares of
Common Stock (the "Restricted Shares"), subject to the restrictions and other
terms and conditions set forth herein.
(b) As soon as practicable after the Award Date, Polaris
shall cause one or more stock certificates representing the Restricted Shares
to be registered in the name of the Employee. Such stock certificate or
certificates shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Common Stock is listed and any
applicable federal or state securities law, and may cause a legend or legends
to be placed on such certificate or certificates to make appropriate
reference to such restrictions. In addition, each certificate representing
the Restricted Shares shall bear the following legend (the "Agreement
Legend"):
The transferability of this certificate and the shares
represented hereby are subject to the terms and conditions
(including forfeiture) of a Performance Restricted Share Award
Agreement entered into
<PAGE>
between the registered owner and Polaris Industries Inc.
Copies of such Agreement are on file in the offices of Polaris
Industries Inc., 1225 Highway 169 North, Minneapolis,
Minnesota 55441.
Until the Restricted Period (as hereinafter defined in
Paragraph 3) with respect to the Restricted Shares shall have lapsed (i) the
certificate or certificates representing the Restricted Shares shall be held
in custody by the Secretary of Polaris, (ii) such certificates shall be
deemed not delivered to the Employee and (iii) the Employee shall have no
interest with respect to the Restricted Shares except as expressly provided
herein and in the Plan. Simultaneously, with the execution and delivery of
this Agreement, the Employee shall deliver to Polaris one or more stock
powers endorsed in blank relating to the Restricted Shares. Upon expiration
of the restrictions applicable to all or any portion of the Restricted
Shares, subject to Paragraph 5, Polaris shall deliver or cause to be
delivered to the Employee a certificate or certificates without the Agreement
Legend for those shares to which the restrictions shall have expired. Upon
forfeiture, in accordance with Paragraph 4, of all or any portion of the
Restricted Shares, the certificate or certificates representing the forfeited
Restricted Shares shall be canceled.
2. RESTRICTIONS APPLICABLE TO RESTRICTED SHARES.
(a) Beginning on the Award Date, the Employee shall have all
rights and privileges of a stockholder of Polaris with respect to the
Restricted Shares except as follows:
(i) dividends and other distributions paid with
respect to the Restricted Shares during the Restricted
Period shall be disposed of in accordance with Paragraph
2(c); and
(ii) none of the Restricted Shares may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of
during the Restricted Period other than by will or the laws of descent
and distribution; and
(iii) all or a portion of the Restricted Shares
may be forfeited in accordance with Paragraph 4.
(b) Any attempt to dispose of Restricted Shares in a manner
contrary to the restrictions set forth in this Agreement shall be null, void
and ineffective. If and when the restrictions set forth in this Paragraph 2
lapse in accordance with the terms of this Agreement as to the Restricted
Shares, such shares shall no longer be considered Restricted Shares for
purposes of this Agreement.
-2-
<PAGE>
(c) The Employee hereby irrevocably and unconditionally
assigns to Polaris any and all cash and non-cash dividends and other
distributions paid with respect to the Restricted Shares during the
Restricted Period; provided, however, that any Common Stock distributed as a
dividend or otherwise with respect to the Restricted Shares during the
Restricted Period shall not be subject to such assignment, shall be subject
to the same restrictions as the Restricted Shares and shall be held as
prescribed in Paragraph 1(b).
3. RESTRICTED PERIOD.
(a) The restrictions set forth in Paragraph 2 shall apply for
a period (the "Restricted Period") from the Award Date until such Restricted
Period lapses as follows:
(i) the Restricted Period shall lapse as to all
of the Restricted Shares as of the third anniversary of the
Award Date provided that the sum of the Earnings Per Share
for fiscal years 1996, 1997 and 1998 equals or exceeds
$8.28, which represents a 12% compound annual growth rate
for such three fiscal years in Earnings Per Share over
Earnings Per Share of $2.19 for fiscal year 1995; and
(ii) if the Restricted Period does not lapse as
of the third anniversary of the Award Date pursuant to
clause (i), the Restricted Period shall lapse as to all of
the Restricted Shares as of the fourth anniversary of the
Award Date provided that the sum of the Earnings Per Share
for fiscal years 1996, 1997, 1998 and 1999 equals or exceeds
$11.73, which represents a 12% compound annual growth rate
for such four fiscal years in Earnings Per Share over
Earnings Per Share over Earnings Per Share of $2.19 for
fiscal year 1995
For purposes of this Agreement, "Earnings Per Share" shall mean the primary
earnings per share of Polaris and its subsidiaries for a fiscal year as
reported in Polaris's audited financial statement for such fiscal year.
(b) Notwithstanding the foregoing, the Restricted Period
shall lapse as to all Restricted Shares upon the occurrence of a Change in
Control (as defined in the Plan).
4. FORFEITURE. All rights of the Employee to the Restricted
Shares as to which the Restricted Period shall not have lapsed shall
terminate and be forfeited
-3-
<PAGE>
effective as of the earlier of (i) the day after the fourth anniversary of
the Award Date or (ii) the date the Employee's employment with Polaris
terminates for any reason.
5. TAX WITHHOLDING. Polaris shall be entitled to withhold from
any cash payments due to the Employee from Polaris (or secure payment from
the Employee in lieu of withholding) the amount of any withholding or other
tax required by law to be withheld or paid by Polaris with respect to any
income recognized by the Employee with respect to the Restricted Shares, and
Polaris may defer issuance of any and all shares of Common Stock otherwise
issuable to the Employee under the Plan until and unless indemnified to its
satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee or its
delegate and shall be payable by the Employee at such time as the Committee
determines. The Employee may elect to satisfy all or any portion of his or
her tax withholding obligation by the withholding, at the appropriate time,
of shares of Common Stock otherwise deliverable to the Employee in a number
sufficient, based upon the fair market value of such shares, to satisfy such
tax withholding requirements. The Committee shall be authorized, in its sole
discretion, to establish such rules and procedures relating to such
withholding of shares of Common Stock as it deems necessary or appropriate.
6. ASSIGNMENT; NATURE OF CORPORATION'S OBLIGATIONS. This
Agreement shall be binding upon and inure to the benefit of the heirs and
representatives of the Employee and the assigns and successors of Polaris,
but neither this Agreement nor any rights hereunder shall be assignable or
otherwise subject to transfer or pledge by the Employee.
7. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof and
shall supersede all prior agreements and understandings, oral or written,
between the parties with respect thereto. This Agreement may be amended at
any time by written agreement of the parties hereto.
8. GOVERNING LAW. This Agreement and its validity,
interpretation, performance and enforcement shall be governed by the laws of
the State of Minnesota other than the conflict of laws provisions of such
laws.
9. SEVERABILITY. If, for any reason, any provision of this
Agreement is held invalid, such invalidity shall not affect any other
provision of this Agreement not so held invalid, and each such other
provision shall to the full extent consistent with law continue in full force
and effect. If any provision of this Agreement shall be held invalid in
part, such invalidity shall in no way affect the rest of such provision not
held so invalid, and the rest of such provision, together with all other
provisions of this Agreement, shall to the full extent consistent with law
continue in full force and effect.
-4-
<PAGE>
10. CONTINUED EMPLOYMENT. This Agreement shall not confer upon
the Employee any right with respect to continuance of employment by Polaris.
11. CERTAIN REFERENCES. References to the Employee in any
provision of this Agreement under circumstances where the provision should
logically be construed to apply to the Employee's executors or the
administrators, or the person or persons to whom all or any portion of the
Restricted Shares may be transferred by will or the laws of descent and
distribution, such references to the Employee shall be deemed to include such
person or persons.
IN WITNESS WHEREOF, Polaris has caused this Agreement to be duly
executed and the Employee has hereunto set his hand effective as of the day
and year first above written.
POLARIS INDUSTRIES INC.
By: _________________________________
Title: ________________________________
EMPLOYEE
______________________________________
<PAGE>
EXHIBIT 5
[LETTERHEAD]
June 5, 1996
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
500,000 shares of common stock, par value $.01 of the Company (the "Common
Stock"), reserved for issuance under the Amended and Restated Polaris
Industries Inc. 1996 Restricted Stock 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 5, 1996
Page 2
3. The 500,000 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 this Registration
Statement on Form S-8 of our reports, dated February 2, 1995, on the
financial statements and Schedule II of Polaris Industries Inc. for the year
ended December 31, 1994, which reports were included in the Polaris
Industries Inc. 1995 Annual Report on Form 10-K.
/s/ McGladrey & Pullen, LLP
----------------------------------
McGLADREY & PULLEN, LLP
Minneapolis, Minnesota
June 5, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we consent to the incorporation by
reference in this Registration Statement of our report dated January 31,
1996, included in Polaris Industries Inc.'s Form 10-K for the year ended
December 31, 1995 and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
----------------------------------
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 5, 1996
<PAGE>
EXHIBIT 24
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
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 500,000 shares of the
Company's Common Stock, par value $.01, issuable under the Company's 1996
Restricted Stock 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 any 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 25th day of January 1996.
POLARIS INDUSTRIES INC.
By /s/ Hall Wendel
----------------------------
W. Hall Wendel, Jr.
Chief Executive Officer
<PAGE>
The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto set
their hands as of the 25th day of January 1996.
/s/ Hall Wendel /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
