Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________________
OSHKOSH TRUCK CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0520270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2307 Oregon Street
P. O. Box 2566
Oshkosh, Wisconsin 54903
(Address of principal executive offices) (Zip Code)
Oshkosh Truck Corporation Employee Stock Purchase Plan
(Full title of the plan)
__________________________________
Bryan J. Blankfield, Esq. Copy to:
Vice President, General Counsel
and Secretary Patrick G. Quick, Esq.
Oshkosh Truck Corporation Foley & Lardner
2307 Oregon Street 777 East Wisconsin Avenue
P. O. Box 2566 Milwaukee, Wisconsin 53202
Oshkosh, Wisconsin 54903 (414) 271-2400
(920) 235-9151
(Name, address and telephone number,
including area code, of agent for service)
__________________________________
CALCULATION OF REGISTRATION FEE
------------------------ ----------------------- ---------------------- ---------------------- -------------------
Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share Price Registration Fee
------------------------ ----------------------- ---------------------- ---------------------- -------------------
Common Stock, 50,000 shares $60.91(1) $3,045,500(1) $280.19
$.01 par value
Preferred Share 33,333 rights (2) (2) (2)
Purchase Rights
------------------------ ----------------------- ---------------------- ---------------------- -------------------
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the
registration fee based on the average of the high and low prices for Oshkosh Truck Corporation Common Stock on the New
York Stock Exchange on November 22, 2002.
(2) The value attributable to the Preferred Share Purchase Rights is reflected in the market price of the Common Stock to
which the Rights are attached.
___________________________
In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of additional shares
of Common Stock (and related Preferred Share Purchase Rights) that may be
offered or sold pursuant to the employee benefit plan described herein as a
result of stock splits or stock dividends.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Oshkosh Truck
Corporation (the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2002.
2. All other reports filed by the Company since September 30, 2002 pursuant
to Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, as amended.
3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated June 21, 2002, including any amendment
or report filed for the purpose of updating such description.
4. The description of the Company's Preferred Share Rights contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated June 21, 2002,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of filing of this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
The Company's audited financial statements for the years ended September
30, 2000 and 2001 incorporated by reference from its Annual Report on Form 10-K
for the year ended September 30, 2002 have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference in this Registration Statement in
reliance upon the authority of said firm as experts in giving
-2-
said report. Arthur Andersen LLP has not consented to the incorporation by
reference of their report in this Registration Statement, and the Company has
dispensed with the requirement to file such consent in reliance upon Rule 437a
of the Securities Act of 1933. The absence of such consent may limit recovery by
investors on certain claims. In particular, because Arthur Andersen LLP has not
consented to the incorporation by reference of their report in this Registration
Statement, a participant in the Oshkosh Truck Corporation Employee Stock
Purchase Plan will not be able to recover against Arthur Andersen LLP under
Section 11 of the Securities Act of 1933 for any untrue statements of a material
fact contained in the financial statements audited by Arthur Andersen LLP or any
omissions to state a material fact required to be stated therein.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the Company's
By-laws, as amended, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in the
defense of a proceeding and (ii) in proceedings in which the director or officer
is not successful in the defense thereof, unless (in the latter case only) it is
determined that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a willful
failure to deal fairly with the Company or its shareholders in connection with a
matter in which the director or officer had a material conflict of interest; (b)
a violation of the criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. The Wisconsin Business Corporation Law specifically states that it
is the policy of Wisconsin to require or permit indemnification in connection
with a proceeding involving securities regulation, as described therein, to the
extent required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not subject to
personal liability to the Company, its shareholders or any person asserting
rights on behalf thereof for certain breaches or failures to perform any duty
resulting solely from their status as directors except in circumstances
paralleling those in subparagraphs (a) through (d) outlined above.
The indemnification provided by the Wisconsin Business Corporation Law and
the Company's By-laws is not exclusive of any other rights to which a director
or officer of the
-3-
Company may be entitled. The general effect of the foregoing provisions may be
to reduce the circumstances which an officer or director may be required to bear
the economic burden of the foregoing liabilities and expenses.
The Company maintains a liability insurance policy for its directors and
officers as permitted by Wisconsin law which may extend to, among other things,
liability arising under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration
-4-
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
-5-
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oshkosh, State of Wisconsin, on this 2nd day of
December, 2002.
OSHKOSH TRUCK CORPORATION
By: /s/ Robert G. Bohn
-----------------------------
Robert G. Bohn
Chairman, President and
Chief Executive Officer
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. Each person whose signature appears below
constitutes and appoints Robert G. Bohn, Charles L. Szews and Bryan J.
Blankfield, and each of them individually, his or her attorneys-in-fact and
agents, with full power of substitution and resubstitution for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, 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 connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Robert G. Bohn
------------------------------- Chairman, President, Chief Executive Officer December 2, 2002
Robert G. Bohn and Director (Principal Executive Officer)
/s/ Charles L. Szews
------------------------------- Executive Vice President and December 2, 2002
Charles L. Szews Chief Financial Officer
(Principal Financial Officer)
/s/ Thomas J. Polnaszek
------------------------------- Vice President and Controller (Principal December 2, 2002
Thomas J. Polnaszek Accounting Officer)
S-1
/s/ J. William Andersen
------------------------------- Director December 2, 2002
J. William Andersen
/s/ Daniel T. Carroll
------------------------------- Director December 2, 2002
Daniel T. Carroll
/s/ Richard M. Donnelly
------------------------------- Director December 2, 2002
Richard M. Donnelly
/s/ Donald V. Fites
------------------------------- Director December 2, 2002
Donald V. Fites
/s/ Frederick M. Franks, Jr.
------------------------------- Director December 2, 2002
General Frederick M. Franks, Jr.
/s/ Michael W. Grebe
------------------------------- Director December 2, 2002
Michael W. Grebe
/s/ Kathleen J. Hempel
------------------------------- Director December 2, 2002
Kathleen J. Hempel
/s/ J. Peter Mosling, Jr.
------------------------------- Director December 2, 2002
J. Peter Mosling, Jr.
/s/ Stephen P. Mosling
------------------------------- Director December 2, 2002
Stephen P. Mosling
/s/ Richard G. Sim
------------------------------- Director December 2, 2002
Richard G. Sim
S-2
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit Description
------ -------------------
(4.1) Restated Articles of Incorporation of Oshkosh Truck Corporation
(incorporated by reference to Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000 (File No.
0-13886)).
(4.2) Rights Agreement, dated as of February 1, 1999, between Oshkosh Truck
Corporation and Computershare Investor Services, LLC (as successor to
Firstar Bank, Milwaukee, N.A.) (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form 8-A dated February
1, 1999 (File No. 0-13886)).
(4.3) First Amendment to Rights Agreement, dated as of November 1, 2002,
between Oshkosh Truck Corporation, U.S. Bank National Association and
Computershare Investor Services, LLC (incorporated by reference to
Exhibit 4.8 to the Company's Annual Report on Form 10-K for the year
ended September 30, 2002 (File No. 1-31371)).
(4.4) Second Amended and Restated Credit Agreement, dated July 23, 2001,
among Oshkosh Truck Corporation, Bank of America, N.A., as Agent and
Swing Line Lender, Bank One, NA, as Syndication Agent, and the other
financial institutions party thereto (incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 25,
2001 (File No. 0-13886)).
(4.5) Indenture dated February 26, 1998, among Oshkosh Truck Corporation, the
Subsidiary Guarantors and U.S. Bank, National Association (as successor
to Firstar Trust Company) (incorporated by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K dated February 26, 1998 (File
No. 0-13886)).
(4.6) First Supplemental Indenture, dated September 21, 2000, among the
Guaranteeing Subsidiaries, Oshkosh Truck Corporation, the other
Subsidiary Guarantors and U.S. Bank, National Association (as successor
to Firstar Bank, N.A.) (incorporated by reference to Exhibit 4.6 to the
Company's Annual Report on Form 10-K for the year ended September 30,
2001 (File No. 0-13886)).
(4.7) Second Supplemental Indenture, dated October 30, 2000, among Medtec
Ambulance Corporation, Oshkosh Truck Corporation, the other Subsidiary
Guarantors and U.S. Bank, National Association (as successor to Firstar
Bank, N.A.) (incorporated by reference to Exhibit 4.7 to the Company's
Annual Report on Form 10-K for the year ended September 30, 2001 (File
No. 0-13886)).
(23.1) Consent of Deloitte & Touche LLP.
E-1
(23.2) Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a of the
Securities Act of 1933).
(24) Power of Attorney (contained on the signature page hereto).
E-2