forms-8directorsplan052108.htm
As
filed with the Securities and Exchange Commission on May 21,
2008
Registration
No. 333-57198
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________
THE
TORO COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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41-0580470
(I.R.S.
Employer Identification Number)
|
8111
Lyndale Avenue South
Bloomington,
Minnesota 55420
(Address
of Registrant’s Principal Executive Office) (Zip Code)
___________________________
The
Toro Company 2000 Directors Stock Plan
(Full
title of the plan)
Timothy
P. Dordell
Vice
President, Secretary and General Counsel
The
Toro Company
8111
Lyndale Avenue South
Bloomington,
Minnesota 55420
(952)
888-8801
(Name and
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent
For Service)
Copies
requested to:
Amy
E. Culbert, Esq.
Oppenheimer
Wolff & Donnelly LLP
45
South Seventh Street, Suite 3300
Minneapolis,
Minnesota 55402-1509
(612)
607-7287
___________________________
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Non-accelerated
filer (Do not check if a smaller reporting company)
o Smaller
reporting company o
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 2 (the “Amendment”) is filed by The Toro Company
(the “Registrant”) and relates to the Registrant’s Registration Statement on
Form S-8 (No. 333-57198), filed with the Securities and Exchange Commission (the
“Commission”) on March 19, 2001, as amended by the Registrant’s Post-Effective
Amendment No. 1 to Form S-8 (No. 333-57198), filed with the Commission on June
2, 2003. Under that earlier Registration Statement, the Registrant
registered shares of its common stock, par value $1.00 per share (the “Common
Stock”), and related Preferred Share Purchase Rights, to be offered and sold in
connection with the 2000 Directors Stock Plan (the “Plan”). Following
a 2-for-1 stock split with a record date of April 1, 2003, and a second 2-for-1
stock split with a record date of March 28, 2005, the total number of shares, on
an after-split basis, authorized to be offered and sold in connection with the
Plan was 480,000 shares.
On
January 15, 2008, the Board of Directors of the Registrant, upon recommendation
of the Compensation & Human Resources Committee, approved an amendment to
the Plan to decrease the number of shares of Common Stock that may be issued
under the Plan from 480,000 to 455,000, subject to adjustment to reflect changes
in the corporate or capital structure of Registrant, including but not limited
to stock splits, stock dividends or similar transactions. The
Registrant is filing this Amendment to deregister 25,000 shares of Common Stock
under the Plan to reflect the decrease in the number of shares of Common Stock
that may be issued under the Plan.
Item
8. Exhibits
The
following exhibits are filed with or incorporated by reference into this
Amendment:
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24.1
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Power
of Attorney (filed herewith)
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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. 2 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
21, 2008.
THE
TORO COMPANY
(Registrant)
By: /s/ Timothy P. Dordell
Timothy P. Dordell
Vice
President, Secretary and General Counsel
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
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Michael
J. Hoffman
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Chairman
of the Board, President and
Chief
Executive Officer and Director
(principal
executive officer)
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May
21, 2008
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Stephen
P. Wolfe
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Vice
President, Finance and
Chief
Financial Officer
(principal
financial officer)
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May
21, 2008
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Blake
M. Grams
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Managing
Director,
Corporate
Controller
(principal
accounting officer)
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May
21, 2008
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Timothy
P. Dordell
As
attorney in fact for Robert C. Buhrmaster, Winslow H. Buxton, Janet K.
Cooper, Gary L. Ellis, Katherine J. Harless, Robert H. Nassau, Gregg W.
Steinhafel, Inge G. Thulin and Christopher A. Twomey
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Directors
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May
21, 2008
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EXHIBIT
INDEX
Exhibit No.
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Description
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Method
of Filing
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24.1
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Power
of Attorney
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Filed
herewith
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