Document


As filed with the Securities and Exchange Commission on April 26, 2019
Registration No. 333-
 
UNITED STATES
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
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
2100 Highway 55
Medina, Minnesota
 
55340
(Address of Principal Executive Offices)
 
(Zip Code)
Polaris Industries Inc. 2007 Omnibus Incentive Plan
(As Amended and Restated April 25, 2019)
(Full Title of the Plan)

Lucy Clark Dougherty
SVP - General Counsel, Secretary and Chief Compliance Officer
Polaris Industries Inc.
2100 Highway 55
Medina, Minnesota 55340
(Name and Address of Agent for Service)

Telephone number, including area code, of agent for service: (763) 542-0500
 
Copies to:
Amy C. Seidel
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
(612) 766-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer  x    Accelerated Filer  ¨ Non-accelerated Filer  ¨
Smaller Reporting Company  ¨   Emerging Growth Company  ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities To Be Registered
Amount To Be Registered(1)
Proposed Maximum Offering Price
Per Share(2)
Proposed Maximum Aggregate
Offering Price(2)
Amount of Registration Fee
Common Stock, $.01 par value
3,325,000 shares
$98.85
$328,676,250
$39,836





(1)
This Registration Statement includes, in addition to the number of shares stated above, an indeterminate number of additional shares that may be issued pursuant to the provisions of the plan described herein as the result of any future stock split, stock dividend, or similar adjustment of Polaris Industries Inc.’s outstanding common stock, par value $.01 per share (the “Common Stock”), in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).
(2)
Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act based on the average of the high and low sale prices per share of the Registrant’s Common Stock as quoted on the New York Stock Exchange on April 23, 2019.
 






EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8 under the Securities Act, this Registration Statement is filed to register 3,325,000 additional shares of the Common Stock of Polaris Industries Inc., a Minnesota corporation (the “Registrant”), reserved for issuance for all awards granted under the Polaris Industries Inc. 2007 Omnibus Incentive Plan (as amended and restated, the “Omnibus Plan”).

An aggregate of 21,835,472 shares (after giving effect to a two-for-one stock split effective September 12, 2011) of the Registrant’s Common Stock under the Omnibus Plan was previously registered pursuant to a Registration Statement on Form S-8 (No. 333-147799) filed with the Securities and Exchange Commission (“SEC”) on December 3, 2007, a Registration Statement on Form S-8 (No. 333-161919) filed with the SEC on September 15, 2009, a Registration Statement on Form S-8 (No. 333-174159) filed with the SEC on May 12, 2011, and a Registration Statement on Form S-8 (No. 333-207631) filed with the SEC on October 27, 2015. Such Registration Statements are currently effective and the contents thereof are incorporated herein by reference except to the extent that such content is superseded by the items appearing below.

PART II

Item 5.    Interests of Named Experts and Counsel.

Faegre Baker Daniels LLP has given an opinion on the validity of the shares being registered by this Registration Statement. Faegre Baker Daniels LLP does not have an interest in the Registrant of the type specified in Item 509 of Regulation S-K.

Item 8.    Exhibits.

EXHIBIT INDEX

No.
 
Description
 
Manner of Filing
 
 
 
 
 
 
Restated Articles of Incorporation of Polaris Industries Inc., effective April 28, 2017
 
Incorporated by reference to Exhibit 3.b to the Company’s Current Report on Form 8-K filed on May 2, 2017
 
Bylaws of Polaris Industries Inc., as amended and restated on February 27, 2018
 
Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed February 27, 2018
 
Opinion of Faegre Baker Daniels LLP, counsel for the Registrant
 
Filed electronically herewith
 
Consent of Faegre Baker Daniels LLP
 
Included in Exhibit 5
 
Consent of Independent Registered Public Accounting Firm
 
Filed electronically herewith
 
Power of Attorney
 
Filed electronically herewith
 
Polaris Industries Inc. 2007 Omnibus Incentive Plan, as amended and restated effective April 25, 2019
 
Incorporated by reference to Annex A to the Company’s Proxy Statement for the 2019 Annual Meeting of Shareholders filed March 11, 2019







SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Medina, state of Minnesota, on April 26, 2019.

POLARIS INDUSTRIES INC.
By:
 
/S/Lucy Clark Dougherty
 
 
Lucy Clark Dougherty
 
 
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature
 
Title
 
Date
 
 
 
 
/s/Scott W. Wine        
 
Chairman and Chief Executive Officer
(Principal Executive Officer)
April 26, 2019
Scott W. Wine
 
 
 
 
/s/Michael T. Speetzen        
 
Executive Vice President — Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
April 26, 2019
Michael T. Speetzen
 
 
 
 
Director
April 26, 2019
George W. Bilicic
 
 
Director
April 26, 2019
Annette K. Clayton
 
 
Director
April 26, 2019
Kevin M. Farr
 
 
Director
April 26, 2019
Gary E. Hendrickson
 
 
Director
April 26, 2019
Gwenne A. Henricks
 
 
*
Director
April 26, 2019
Bernd F. Kessler
 
 
Director
April 26, 2019
Lawrence D. Kingsley
 
 
*
Director
April 26, 2019
Gwynne E. Shotwell
 
 
*
Director
April 26, 2019
John P. Wiehoff
 
 
 
 
 
*By:
/s/Lucy Clark Dougherty
 
April 26, 2019
 
Lucy Clark Dougherty
Attorney-in-Fact
 
 
*
Lucy Clark Dougherty, pursuant to Powers of Attorney executed by each of the officers and directors listed above whose name is marked by an “*” and filed as an exhibit hereto, by signing her name hereto does hereby sign and execute this Registration Statement of Polaris Industries Inc., or any amendment thereto, on behalf of each of such officers and directors in the capacities in which the names of each appear above.