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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2007
POLARIS INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
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Minnesota
(State of Incorporation)
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1-11411
(Commission File Number)
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41-1790959
(I.R.S. Employer Identification No.) |
2100 Highway 55
Medina, Minnesota 55340
(Address of principal executive offices)
(Zip Code)
(763) 542-0500
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
Effective October 26, 2007, Thomas C. Tiller, the Chief Executive Officer of Polaris Industries
Inc. (the Company), adopted a pre-arranged stock trading plan (the Plan) to sell shares of the
Companys common stock to be acquired pursuant to the exercise of stock options. The Plan is
intended to satisfy Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the
Companys policies regarding transactions in the Companys common stock. Under Rule 10b5-1,
corporate executives and others may adopt a prearranged plan or contract for the sale of company
securities under specified terms and conditions. The Plan replaces a stock trading plan
adopted by Mr. Tiller on July 26, 2007 that was terminated prior to the exercise of stock options
or the sale of shares thereunder.
Mr. Tiller informed the Company that the option exercises and share sales to be effected pursuant
to the Plan are part of his personal program for long-term asset diversification and tax and
financial planning and take into consideration the expiration dates of certain currently held stock
options. The Plan relates to the disposition of 500,000 shares of the Companys common stock that
will be acquired by Mr. Tiller upon the exercise of Company stock options granted to Mr. Tiller in
1998 (the 1998 Options).
The Plan adopted by Mr. Tiller will be implemented through the brokerage firm of Lehman Brothers
Inc. The period during which option exercises and sales may take place under the Plan is expected
to commence on November 9, 2007 and will continue for a period of six months unless sooner
completed or terminated. The transactions will be disclosed publicly through Form 4 filings with
the Securities Exchange Commission. The Plan provides that the 1998 Options are to be exercised as
follows:
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Exercise Date: Business day on which |
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# of Additional Shares |
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Aggregate Number of |
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the closing trading price for Polaris |
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for which 1998 Option |
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Shares for which 1998 |
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common stock equals or exceeds: |
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is to be exercised: |
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Option is exercised: |
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$50 per share |
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100,000 shares |
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100,000 shares |
$53 per share |
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200,000 shares |
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300,000 shares |
$55 per share |
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200,000 shares |
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500,000 shares |
Sales
under the Plan will be executed in the open market and at prevailing market prices.
The Companys records indicate that Mr. Tiller currently holds shares or the rights to receive
shares through stock options or restricted shares aggregating approximately 2.5 million shares of
the Companys common stock. The 1998 Options were issued to Mr. Tiller on July 8, 1998 in
connection with Mr. Tillers initial employment with the Company. The fair market value of the
Companys common stock was $18.3125 per share (adjusted for a subsequent stock split) when the 1998
options were granted to Mr. Tiller at an exercise price of $24.725 per share, which was 135% of the
market price. The 1998 Options would expire on July 8, 2008 if not exercised prior to that date.
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The information contained in this report is furnished and not deemed to be filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information in this Current Report shall not be incorporated by
reference into any filing or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing or document.
The Company does not undertake to report other Rule 10b5-1 plans that may be adopted by any other
officers or directors of the Company in the future, or to report any modifications or termination
of any publicly announced plan or to report any plan adopted by an employee who is not an executive
officer, except to the extent required by law.
[Remainder of Page Intentionally Blank]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 26, 2007
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POLARIS INDUSTRIES INC.
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/s/ Michael W. Malone
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Michael W. Malone |
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Vice President -- Finance,
Chief Financial Officer and
Secretary of Polaris Industries Inc. |
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