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): January 26, 2006
POLARIS INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
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Minnesota
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1-11411
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41-1790959 |
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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2100 Highway 55
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Medina, Minnesota 55340
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(Address of principal executive offices)
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(Zip Code)
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(763) 542-0500
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(Registrants telephone number, including area code)
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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)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On January 26, 2006, Polaris Industries Inc. (the Company) issued a news release announcing
the Companys fourth quarter and year-end financial results for the reporting periods ended
December 31, 2005. A copy of the Companys news release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K. On January 26, 2006, the Company also hosted its quarterly earnings
conference call, which was accessible to the public. A recording of the conference call will be
available through the end of the business day on February 2, 2006 by dialing 800-642-1687 in the
U.S. and Canada or 706-645-9291 for international calls and entering passcode 3753265, and on the
Companys website, www.polarisindustries.com.
During the earnings conference call, management discussed, among other things, certain balance
sheet and cash flow items. Copies of the Companys Consolidated Balance Sheets as at December 31,
2005 and December 31, 2004 and its Consolidated Statements of Cash Flows for the Years Ended
December 31, 2005 and December 31, 2004 are included with the news release attached as Exhibit 99.1
to this Current Report on Form 8-K. The accompanying financial statements as at and for the year
ended December 31, 2005 are unaudited and neither those financial statements nor the accompanying
financial statements as at and for the year ended December 31, 2004 include all information and
disclosures, including footnotes, in conformity with accounting principles generally accepted in
the United States for complete financial statements. Accordingly, such statements should be read
in conjunction with the Companys Annual Reports on Form 10-K for the year ended December 31, 2004,
previously filed with the Securities and Exchange Commission, and the Companys Annual Report on
Form 10-K for the year ended December 31, 2005, which will be filed with the Securities and
Exchange Commission in March 2006.
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.
Item 7.01 Regulation FD Disclosure.
The
Companys implementation of the new accounting standard,
Statement of Financial Accounting Standard 123(R) (SFAS
123), which requires
changes to the treatment of stock-based compensation costs, including
expensing of stock options, will become effective as of the first quarter of 2006. As
part of the transition to the new standard, the Company has prepared pro forma historical financial
information for 2005 to reflect the impact of expensing share-based compensation plans in order to
provide comparable financial information. This pro forma information reflecting SFAS 123 is
comprised of unaudited income statement data for the year ended December 31, 2005, as well as
unaudited comparative financial data for the quarterly periods ended March 31, June 30, September
30, and December 31, 2005. The Company has posted the pro forma financial information on its
website at www.polarisindustries.com, and the same information is furnished as Exhibit 99.2 to this
Current Report.
This information 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 Item 7.01 of 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.
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