Minnesota (State or Other Jurisdiction of Incorporation or Organization) | 41-1790959 (I.R.S. Employer Identification No.) | |
2100 Highway 55 Medina, Minnesota (Address of Principal Executive Offices) | 55340 (Zip Code) |
Stacy L. Bogart Senior Vice President - General Counsel and Secretary Polaris Industries Inc. 2100 Highway 55 Medina, Minnesota 55340 (Name and Address of Agent for Service) |
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) | 7,500,000 shares | $110.625 | $829,687,500 | $83,549.53 |
(2) | Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 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 October 26, 2015. |
(3) | Includes an equal number of preferred share purchase rights associated with our Common Stock under a Rights Agreement dated as of April 29, 2010. |
3.1 | Restated Articles of Incorporation of the Registrant, effective October 24, 2011, incorporated by reference to Exhibit 3.a to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011. | |
3.2 | Bylaws of the Registrant, as amended and restated on April 29, 2010, incorporated by reference to Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. | |
4.1 | Amended and Restated Rights Agreement, dated as of April 29, 2010, between the Registrant and Wells Fargo Bank, National Association, as Rights Agent, incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A, filed on April 30, 2010. | |
5 | Opinion of Faegre Baker Daniels LLP, counsel for the Registrant. | |
23.1 | Consent of Faegre Baker Daniels LLP (included in Exhibit 5). | |
23.2 | Consent of Independent Registered Public Accounting Firm. | |
24 | Power of Attorney. | |
99 | Polaris Industries Inc. 2007 Omnibus Incentive Plan, as amended and restated effective April 30, 2015, incorporated by reference to Annex A to the Company’s Proxy Statement for the 2015 Annual Meeting of Shareholders filed March 13, 2015. |
POLARIS INDUSTRIES INC. | |||
By: | /s/ Scott W. Wine | ||
Scott W. Wine | |||
Chairman and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Scott W. Wine | Chairman, Chief Executive Officer and | October 22, 2015 | ||
Scott W. Wine | Director (Principal Executive Officer) | |||
/s/ Michael T. Speetzen | Executive Vice President - Finance and Chief Financial Officer (Principal Financial and Accounting Officer) | October 22, 2015 | ||
Michael T. Speetzen | ||||
* | Director | October 22, 2015 | ||
Annette K. Clayton | ||||
* | Director | October 22, 2015 | ||
Kevin M. Farr | ||||
* | Director | October 22, 2015 | ||
Gary E. Hendrickson | ||||
* | Director | October 22, 2015 | ||
Gwenne A. Henricks | ||||
* | Director | October 22, 2015 | ||
Bernd F. Kessler | ||||
* | Director | October 22, 2015 | ||
R.M. Schreck | ||||
* | Director | October 22, 2015 | ||
John P. Wiehoff |
/s/ Scott W. Wine | ||||||
Scott W. Wine Attorney-in-Fact | ||||||
Scott W. Wine, 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 his 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. |
No. | Description | Manner of Filing |
3.1 | Restated Articles of Incorporation of the Registrant, effective October 24, 2011 | Incorporated by reference |
3.2 | Bylaws of the Registrant, as amended and restated on April 29, 2010 | Incorporated by reference |
4.1 | Amended and Restated Rights Agreement, dated as of April 29, 2010, between the Registrant and Wells Fargo Bank, National Association, as Rights Agent | Incorporated by reference |
5 | Opinion of Faegre Baker Daniels LLP, counsel for the Registrant | Filed electronically |
23.1 | Consent of Faegre Baker Daniels LLP | Included in Exhibit 5 |
23.2 | Consent of Independent Registered Public Accounting Firm | Filed Electronically |
24 | Power of Attorney | Filed Electronically |
99 | Polaris Industries Inc. 2007 Omnibus Incentive Plan, as amended and restated effective April 30, 2015 | Incorporated by reference |