-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, T7IodaKK0wPgFvDJFCLpB3U+Xthm7rwOYKZZ2dUNMSeOCf1WH4YLBYlDggRjd1It 3vTKY5gwKMOqLIYZEC5gdw== 0000912057-95-004531.txt : 19950613 0000912057-95-004531.hdr.sgml : 19950613 ACCESSION NUMBER: 0000912057-95-004531 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950612 EFFECTIVENESS DATE: 19950701 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS INDUSTRIES INC/MN CENTRAL INDEX KEY: 0000931015 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411790959 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60157 FILM NUMBER: 95546447 BUSINESS ADDRESS: STREET 1: 1225 HIGHWAY 169 NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6125420500 MAIL ADDRESS: STREET 1: 1225 HIGHWAY 169 NORTH STREET 2: 425 LEXINGTON AVE CITY: MINNESOTA STATE: MN ZIP: 55441 S-8 1 FORM S-8 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 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 900,000 $43.125 $38,812,500 $13,383.62 Par Value $.01 - ------------------------------------------------------------------------------- (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).
2 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 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 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 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 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 * - ------------------------- 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 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 EX-4.1 2 EXHIBIT 4.1 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 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 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 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 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 EX-4.2 3 EXHIBIT 4.2 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 - 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 - 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 - 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 - 4 - 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 - ACCEPTED and AGREED on this _____ day of ______________ ________________________________ Attachment: Copy of the Polaris Industries Inc. 1995 Stock Option Plan - 6 - 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 - EX-4.3 4 EXHIBIT 4.3 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 - 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 - 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 - 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 - 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 - ACCEPTED and AGREED on this _____ day of ______________ ________________________________ Attachment: Copy of the Polaris Industries Inc. 1995 Stock Option Plan - 6 - 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 - EX-5 5 EXHIBIT 5 [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. 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 EX-23.1 6 EXHIBIT 23.1 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 EX-24 7 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----