As filed with the Securities and Exchange Commission on May 20, 2015
Registration No. 33-51563
Registration No. 33-55550
Registration No. 333-03505
Registration No. 333-03509
Registration No. 333-36166
Registration No. 333-44879
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 33-51563
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 33-55550
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-03505
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-03509
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-36166
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-44879
UNDER
THE SECURITIES ACT OF 1933
THE TORO COMPANY
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 41-0580470 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
8111 Lyndale Avenue South
Bloomington, Minnesota 55420-1196
(Address of Principal Executive Offices) (Zip Code)
The Toro Company 1992 Directors Stock Plan
The Toro Company 1993 Stock Option Plan
The Toro Company Annual Management Incentive Plan II
Toro Australia Pty Limited General Employee 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 55420-1196
(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
Campbell Mithun Tower, Suite 2000
222 South Ninth Street
Minneapolis, Minnesota 55402
(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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
The Toro Company (the “Registrant”) is filing this Post-Effective Amendment No. 2 (this “Post-Effective Amendment”) to each of the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) to deregister any and all securities that remain unsold under such Registration Statements:
| • | Registration Statement on Form S-8 No. 33-51563 |
| • | Registration Statement on Form S-8 No. 33-55550 |
| • | Registration Statement on Form S-8 No. 333-03505 |
| • | Registration Statement on Form S-8 No. 333-03509 |
| • | Registration Statement on Form S-8 No. 333-36166 |
| • | Registration Statement on Form S-8 No. 333-44879 |
The Registrant has terminated any offering of the Registrant’s securities pursuant to the Registration Statements described above. In accordance with the undertaking made by the Registrant in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.
| Item 8. | Exhibits. |
The following exhibit is filed herewith:
| Exhibit |
Description | |
| 24.1 | Power of Attorney (filed herewith) | |
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 each of the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomington, State of Minnesota, on May 20, 2015.
| 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 Post-Effective Amendment No. 2 to each of the Registration Statements have been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Michael J. Hoffman Michael J. Hoffman |
Chairman of the Board, President and (principal executive officer) |
May 20, 2015 | ||
| /s/ Renee J. Peterson Renee J. Peterson |
Vice President, Treasurer and Chief Financial Officer (principal financial officer) |
May 20, 2015 | ||
| /s/ Thomas J. Larson Thomas J. Larson |
Vice President, Corporate Controller (principal accounting officer) |
May 20, 2015 | ||
| /s/ Timothy P. Dordell |
Directors |
May 20, 2015 | ||
| Timothy P. Dordell | ||||
| As attorney in fact for Robert C. Buhrmaster, Janet K. Cooper, Gary L. Ellis, Jeffrey M. Ettinger, Katherine J. Harless, James C. O’Rourke, Gregg W. Steinhafel, and Christopher A. Twomey |
||||
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THE TORO COMPANY
POST-EFFECTIVE AMENDMENT NO. 2
EXHIBIT INDEX
| Exhibit |
Description |
Method of Filing | ||
| 24.1 | Power of Attorney | Filed herewith | ||
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