S-8 POS

As filed with the Securities and Exchange Commission on August 28, 2002

Registration No. 333-77765

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________

POLARIS INDUSTRIES INC.
(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of
incorporation or organization) 41-1790959
(I.R.S. Employer Identification
Number)

_______________

2100 Highway 55
Medina, Minnesota 55340
(Address, including zip code, of registrant’s principal executive offices)
_______________

POLARIS INDUSTRIES INC.
1999 BROAD-BASED STOCK OPTION PLAN
(Full title of the plan)
_______________

Michael W. Malone, Vice President-Finance,
Chief Financial Officer, and Secretary
Polaris Industries Inc.
2100 Highway 55
Medina, Minnesota 55340
(763) 542-0500
(Name, address, including zip code and telephone number, including area code,
of agent for service)
_______________

Copy to:
James C. Melville
Kaplan, Strangis and Kaplan, P.A.
5500 Wells Fargo Center, 90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 375-1138

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Securities	Amount to be	Offering Price per	Aggregate Offering	Amount of
to be Registered	Registered	Share	Price	Registration Fee
Common Stock, par value $.01 per share	N/A(1)	N/A(1)	N/A(1)	N/A(1)

(1) This Amendment is filed to deregister shares originally registered for issuance under the Polaris Industries Inc. 1999 Broad-Based Stock Option Plan pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 5, 1999.

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TABLE OF CONTENTS

EX-24 Powers of Attorney

POST-EFFECTIVE AMENDMENT NO. 1

     The purpose of this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (SEC File No. 333-77765) is to deregister shares of Polaris Industries Inc. common stock, $0.01 par value (“Common Stock”), registered for issuance pursuant to the Polaris Industries Inc. 1999 Broad-Based Stock Option Plan (the “Plan”). The Registration Statement on Form S-8 filed in connection with the Plan registered 350,000 shares of Common Stock. As of August 28, 2002, 90,800 shares of Common stock registered under the Registration Statement on Form S-8 had not been issued under the Plan and are not subject to currently outstanding options. The 90,800 shares of Common Stock that remain unissued under the Plan are hereby deregistered.

Item 8. Exhibits.

     The following is a complete list of the exhibits filed or incorporated by reference as part of this Post-Effective Amendment No. 1:

Exhibit No.	Description
24	Powers of Attorney (filed herewith electronically).

2

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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Medina, State of Minnesota, on August 28, 2002.

POLARIS INDUSTRIES INC

By: /s/ Thomas C. Tiller
Thomas C. Tiller
President and
Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/Gregory R. Palen Gregory R. Palen	Chairman of the Board and Director	August 28, 2002
/s/Thomas C. Tiller Thomas C. Tiller	President, Chief Executive Officer and Director (Principal Executive Officer)	August 28, 2002
/s/Michael W. Malone Michael W. Malone	Vice President — Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	August 28, 2002
* Andris A. Baltins	Director	August 28, 2002
* George W. Buckley	Director	August 28, 2002
* William E. Fruhan, Jr.	Director	August 28, 2002
* John R. Menard, Jr.	Director	August 28, 2002
* R. M. Schreck	Director	August 28, 2002
/s/J. Richard Stonesifer J. Richard Stonesifer	Director	August 28, 2002
* Richard A. Zona	Director	August 28, 2002
*By: /s/ Thomas C. Tiller Thomas C. Tiller, Attorney-in-Fact		August 28, 2002

     Thomas C. Tiller, pursuant to Powers of Attorney executed by each of the directors listed above whose name is marked with an “*” and filed as an exhibit hereto, by signing his name hereto does hereby sign and execute this Post-Effective Amendment No. 1 to the Registration Statement of Polaris Industries Inc. on behalf of each of such directors named above.

3

INDEX TO EXHIBITS

Exhibit Number	Description	Method of Filing
24	Powers of Attorney	Filed herewith electronically

4 EX-24 3 c71578exv24.txt EX-24 POWERS OF ATTORNEY 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 Thomas C. Tiller and Michael W. Malone and each of them (with full power to each of them to act alone) its/his true and lawful attorney-in-fact and agent, for it/him and on its/his behalf and in its/his name, place and stead, in any and all capacities to sign, execute, affix its/his seal thereto and file an amendment to the Registration Statement on Form S-8 under the Securities Act of 1933, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, to deregister up to 90,800 shares of the Company's Common Stock, par value $0.01, previously registered for issuance under the Company's 1999 Broad-Based Stock Option Plan, which shares have not been issued under the plan and are not subject to currently outstanding options. 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 or itself/himself 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 28th day of August, 2002. POLARIS INDUSTRIES INC. By: /s/Thomas C. Tiller ------------------------------------- Thomas C. Tiller President and Chief Executive Officer The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto set their hands as of the 28th day of August, 2002. /s/Thomas C. Tiller /s/George W. Buckley - ------------------------------------- ------------------------------------ Thomas C. Tiller George W. Buckley /s/Gregory R. Palen /s/Andris A. Baltins - ------------------------------------- ------------------------------------ Gregory R. Palen Andris A. Baltins /s/William E. Fruhan, Jr. /s/John R. Menard, Jr. - ------------------------------------- ------------------------------------ William E. Fruhan, Jr. John R. Menard, Jr. /s/R. M. Schreck /s/J. Richard Stonesifer - ------------------------------------- ------------------------------------ R. M. Schreck J. Richard Stonesifer /s/Richard A. Zona - ------------------------------------- Richard A. Zona D I R E C T O R S -----END PRIVACY-ENHANCED MESSAGE-----

EX-24

                                                                      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 Thomas C. Tiller and Michael W.
Malone and each of them (with full power to each of them to act alone) its/his
true and lawful attorney-in-fact and agent, for it/him and on its/his behalf and
in its/his name, place and stead, in any and all capacities to sign, execute,
affix its/his seal thereto and file an amendment to the Registration Statement
on Form S-8 under the Securities Act of 1933, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, to deregister up to 90,800 shares of the Company's Common Stock, par
value $0.01, previously registered for issuance under the Company's 1999
Broad-Based Stock Option Plan, which shares have not been issued under the plan
and are not subject to currently outstanding options.

         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 or
itself/himself 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 28th day of August,
2002.

                                       POLARIS INDUSTRIES INC.



                                       By: /s/Thomas C. Tiller
                                           -------------------------------------
                                           Thomas C. Tiller
                                           President and Chief Executive Officer






        The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto set
their hands as of the 28th day of August, 2002.



       /s/Thomas C. Tiller                         /s/George W. Buckley
- -------------------------------------       ------------------------------------
Thomas C. Tiller                            George W. Buckley



       /s/Gregory R. Palen                         /s/Andris A. Baltins
- -------------------------------------       ------------------------------------
Gregory R. Palen                            Andris A. Baltins



     /s/William E. Fruhan, Jr.                     /s/John R. Menard, Jr.
- -------------------------------------       ------------------------------------
William E. Fruhan, Jr.                      John R. Menard, Jr.



       /s/R. M. Schreck                          /s/J. Richard Stonesifer
- -------------------------------------       ------------------------------------
R. M. Schreck                               J. Richard Stonesifer



     /s/Richard A. Zona
- -------------------------------------
Richard A. Zona

                                     D I R E C T O R S