As filed with the Securities and Exchange Commission on June 2, 2003
Registration No. 333-03505
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE TORO COMPANY
| Delaware (State or other jurisdiction of incorporation or organization) |
41-0580470 (I.R.S. Employer Identification Number) |
8111 Lyndale Avenue South
Bloomington, Minnesota 55420
(Address of principal executive offices) (Zip Code)
THE TORO COMPANY
1993 STOCK OPTION PLAN
(Full title of the plan)
J. Lawrence McIntyre, Esquire
Vice President, Secretary and General Counsel
The Toro Company
8111 Lyndale Avenue South
Bloomington, Minnesota 55420
Telephone number: (952) 888-8801
(Name, address and telephone number of agent for service)
Copy to:
Helen P. Starr, Esquire
Perkins Coie LLP
607 Fourteenth Street, N.W.
Washington, D.C. 20005
INCORPORATION BY REFERENCE
This Post-Effective Amendment No. 1 (the “Amendment”) to Registrant’s Registration Statement on Form S-8, No. 333-03505 (filed with the Securities and Exchange Commission on May 10, 1996) also relates to Registrant’s Registration Statement No. 033-51563 (filed with the Commission on December 17, 1993). Under these two Registration Statements, Registrant registered a total of 1,600,000 shares of Common Stock, par value $1.00 per share, and related Preferred Share Purchase Rights, to be offered and sold in connection with The Toro Company 1993 Stock Option Plan (the “Plan”). The contents of Registrant’s Registration Statements Nos. 333-03505 and 033-51563 are incorporated by reference in this Amendment.
As permitted by the instructions to Form S-8, this Amendment omits the information specified in Part I of Form S-8.
AMENDMENT TO REFLECT SHARES AUTHORIZED IN STOCK SPLIT
On March 20, 2003, the Board of Directors of Registrant approved a 2 for 1 stock split of the Common Stock, which was effected in the form of a 100% stock dividend. In connection with the stock split, the Board approved the adjustment of the total number of shares authorized for issuance under the Plan, from 1,600,000 to 3,200,000, to reflect the stock split. The stock split was effective April 14, 2003.
Of the 1,600,000 shares authorized for issuance under the Plan at the April 1, 2003 record date for the split, 298,247 remained unissued. The shares remaining available were adjusted to reflect the 2 for 1 stock split. This Amendment is filed in accordance with Rule 416(b) under the Securities Act of 1933 to reflect those additional shares of Common Stock authorized for issuance under the plan as a result of adjustments for the 2 for 1 stock split. Pursuant to Rule 416(a) under the Securities Act of 1933, this Amendment also covers an indeterminate number of shares that may be issued in respect of stock splits, stock dividends and similar transactions in the future.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The opinion of counsel as to the legality of the securities being registered, which is Exhibit 5 to this Registration Statement, is rendered by J. Lawrence McIntyre, Vice President, Secretary and General Counsel of Registrant. Mr. McIntyre participates in this Plan. As of April 30, 2003, Mr. McIntyre owned 10,964.771 shares of Toro Common Stock and held options to purchase 66,400 shares. He also holds Performance Share Awards, which are based on the value of the Common Stock and has 43,181.386 Common Stock units credited to his account under a deferred compensation plan.
ITEM 8. EXHIBITS.
The exhibits are listed in the exhibit index.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomington, State of Minnesota on May 29, 2003.
| THE TORO COMPANY (Registrant) |
||||
| By: | J. LAWRENCE MCINTYRE J. Lawrence McIntyre, Vice President, Secretary and General Counsel |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| * | Chairman, Chief Executive | May 29, 2003 | ||
| Kendrick B. Melrose | Officer, President and Director | |||
| (Principal Executive Officer) | ||||
| * | Vice President Finance | May 29, 2003 | ||
| Stephen P. Wolfe | and Chief Financial Officer | |||
| (Principal Financial Officer) | ||||
| * | Vice President and Controller | May 29, 2003 | ||
| Randy B. James | (Principal Accounting Officer) | |||
| * | Director | May 29, 2003 | ||
| Ronald O. Baukol | ||||
| * | Director | May 29, 2003 | ||
| Robert C. Buhrmaster | ||||
| * | Director | May 29, 2003 | ||
| Winslow H. Buxton | ||||
| * | Director | May 29, 2003 | ||
| Janet K. Cooper |
| SIGNATURE | TITLE | DATE | ||
| * | Director | May 29, 2003 | ||
| Katherine J. Harless | ||||
| * | Director | May 29, 2003 | ||
| Robert H. Nassau | ||||
| * | Director | May 29, 2003 | ||
| Dale R. Olseth | ||||
| * | Director | May 29, 2003 | ||
| Christopher A. Twomey | ||||
| * | Director | May 29, 2003 | ||
| Gregg W. Steinhafel | ||||
| * | Director | May 29, 2003 | ||
| Edwin H. Wingate |
| * | By: | J. LAWRENCE MCINTYRE J. Lawrence McIntyre, attorney-in-fact pursuant to a Power of Attorney dated May 29, 2003 |
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| Date: May 29, 2003 |
EXHIBIT LIST
| EXHIBIT | ||||
| NUMBER | DESCRIPTION | |||
| 4 | Instruments defining the rights of security holders, including indentures: | |||
| 4(a) | Specimen form of Common Stock certificate (incorporated by reference to Exhibit 4(c) to Registrant’s Registration Statement on Form S-8, Registration No. 2-94417). | |||
| 4(b) | Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4(b) to Registrant’s Current Report on Form 8-K dated May 28, 2003, Commission File No. 1-8649). | |||
| 4(c) | Bylaws of Registrant, as amended (incorporated by reference to Exhibit 4(c) to Registrant’s Current Report Form 8-K dated May 28, 2003, Commission File No. 1-8649). | |||
| 4(d) | Rights Agreement dated as of May 20, 1998, between the Registrant and Wells Fargo Bank Minnesota, N.A., relating to rights to purchase Series B Junior Participating Voting Preferred Stock (incorporated by reference to Exhibit (1) to Registrant’s Current Report on Form 8-K dated May 27, 1998, Commission File No. 1-8649). | |||
| 4(e) | Certificate of Adjusted Purchase Price or Number of Shares dated April 14, 2003 filed by Registrant with Wells Fargo Bank Minnesota, N.A., as Rights Agent, in connection with Rights Agreement dated as of May 20, 1998 (incorporated by reference to Exhibit 2 to Registrant’s Amendment No. 1 to Registration Statement on Form 8-A/A dated April 14, 2003, Commission File No. 1-8649). | |||
| 4(f) | Indenture dated as of January 31, 1997 between Registrant and First National Trust Association, as Trustee, relating to Registrant’s 7.125% Notes due June 15, 2007 and its 7.80% Debentures due June 15, 2027 (incorporated by reference Exhibit 4(a) to Registrant’s Current Report on Form 8-K for June 24, 1997, Commission File No. 1-8649). | |||
| 5 | Opinion of counsel regarding legality (filed electronically herewith). | |||
| 23(a) | Consent of counsel (contained in Exhibit 5). | |||
| 23(b) | Consent of KPMG LLP (filed electronically herewith). | |||
| 24 | Powers of Attorney (filed electronically herewith). | |||