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Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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41-0580470
(I.R.S.
Employer Identification Number)
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|
Title
of Securities
to
be Registered(1)
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Amount
to be
Registered(2)
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Proposed
Maximum
Offering
Price Per Share(3)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
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|
Common
Stock, par value $1.00 per share
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800,000
shares
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$40.98
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$32,784,000
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$1,288.42
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(1)
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Each
share of common stock, par value $1.00 per share (“Common Stock”) includes
one Preferred Share Purchase Right pursuant to the Rights Agreement dated
as of May 20, 1998. Value attributable to such Rights, if any,
is reflected in the market price of the Common
Stock.
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|
(2)
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The
number of shares of Common Stock stated above represents an increase in
the total number of shares reserved for issuance under The Toro Company
2000 Stock Option Plan (the “Plan”). 6,400,000 shares have been
previously registered under Registration Statements on Form S-8 (File No.
333-39052, File No. 333-89262, File No. 333-135033). In
addition, the maximum number of shares of Common Stock that may be issued
under the Plan is subject to adjustment in accordance with certain
provisions of the Plan. Accordingly, pursuant to Rule 416 under
the Securities Act of 1933, as amended (the “Securities Act”), to the
extent additional shares of Common Stock may be issued or issuable as a
result of a stock split or other distribution declared at any time by the
Board of Directors while this Registration Statement is in effect, this
Registration Statement is hereby deemed to cover all such additional
shares of Common Stock.
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(3)
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Estimated
solely for the purpose of calculating the amount of the registration fee
and calculated pursuant to Rule 457(c) and Rule 457(h) under the
Securities Act on the basis of the average of the high and low sales
prices of the Common Stock, as reported by the New York Stock Exchange on
May 16, 2008.
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|
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(a)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended October
31, 2007 (File No. 1-8649);
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(b)
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The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended February
1, 2008 (File No. 1-8649);
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(c)
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The
Registrant’s Current Reports on Form 8-K filed on January 18, 2008,
January 31, 2008, March 5, 2008 and March 12, 2008 (File No. 1-8649);
and
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|
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(d)
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The
description of the Registrant’s Common Stock and Preferred Share Purchase
Rights contained in the Registrant’s Registration Statements filed with
the Commission pursuant to Section 12 of the Securities Exchange Act of
1934 (the “Exchange Act”), including any amendments or reports filed for
the purpose of updating such descriptions (File No.
1-8649).
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Exhibit
No.
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Description
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4.1
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The
Toro Company Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3(i)(a) and 4(a) to Registrant’s
Current Report on Form 8-K dated March 15, 2005, Commission File No.
1-8649).
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4.2
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Bylaws
of The Toro Company (incorporated by reference to Exhibit 3 to
Registrant’s Current Report on Form 8-K dated November 30, 2005,
Commission File No. 1-8649).
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4.3
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Specimen
Form of Common Stock Certificate (incorporated by reference to Exhibit
4(c) to Registrant’s Annual Report on Form 10-K for the fiscal year ended
October 31, 2006).
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4.4
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Rights
Agreement dated as of May 20, 1998, between The Toro Company and Wells
Fargo Bank, N.A. relating to rights to purchase Series B Junior
Participating Voting Preferred Stock, as amended (incorporated by
reference to Exhibit 1 to Registrant’s Current Report on Form 8-K dated
May 20, 1998, Commission File No. 1-8649).
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4.5
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Certificate
of Adjusted Purchase Price or Number of Shares dated April 14, 2003 filed
by The Toro Company with Wells Fargo Bank, 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).
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4.6
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Certificate
of Adjusted Purchase Price or Number of Shares dated April 12, 2005 filed
by The Toro Company with Wells Fargo Bank, 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. 2 to Registration
Statement on Form 8-A/A dated March 21, 2005, Commission File No.
1-8649).
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4.7
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Indenture
dated as of January 31, 1997, between The Toro Company and First National
Trust Association, as Trustee, relating to The Toro Company’s June 15,
2007 and its 7.80% Debentures due June 15, 2027 (incorporated by reference
to Exhibit 4(a) to Registrant’s Current Report on Form 8-K for June 24,
1997, Commission File No. 1-8649).
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4.8
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Indenture
dated as of April 20, 2007, between The Toro Company, as issuer, and The
Bank of New York Trust Company, N.A., as Trustee, relating to The Toro
Company’s 6.625% Notes due May 1, 2037 (incorporated by reference to
Exhibit 4.3 to Registrant’s Registration Statement on Form S-3 as filed
with the Securities and Exchange Commission on April 23, 2007,
Registration No. 333-142282).
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4.9
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First
Supplemental Indenture dated as of April 26, 2007, between The Toro
Company, as issuer, and The Bank of New York Trust Company, N.A., as
Trustee, relating to The Toro Company’s 6.625% Notes due May 1, 2037
(incorporated by reference to Exhibit 4.1 to Registrant’s Current Report
on Form 8-K dated April 23, 2007, Commission File No.
1-8649).
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4.10
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Form
of The Toro Company 6.625% Note due May 1, 2037 (incorporated by reference
to Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated April 23,
2007, Commission File No. 1-8649).
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5.1
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Opinion
of Counsel Regarding Legality (filed herewith)
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23.1
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Consent
of Counsel (included as part of Exhibit 5.1)
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23.2
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Consent
of KPMG LLP (filed herewith)
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24.1
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Power
of Attorney (filed herewith)
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Signature
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Title
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Date
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/s/
Michael J. Hoffman
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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/s/
Stephen P. Wolfe
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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/s/ Blake
M. Grams
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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/s/
Timothy P. Dordell
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 No. | Description |
Method of
Filing
|
|
4.1
|
The
Toro Company Amended and Restated Certificate of
Incorporation.
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Incorporated
by reference to Exhibit 3(i)(a) and 4(a) to Registrant’s Current Report on
Form 8-K dated March 15, 2005, Commission File No. 1-8649.
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4.2
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Bylaws
of The Toro Company.
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Incorporated
by reference to Exhibit 3 to Registrant’s Current Report on Form 8-K dated
November 30, 2005, Commission File No. 1-8649.
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4.3
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Specimen
Form of Common Stock Certificate.
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Incorporated
by reference to Exhibit 4(c) to Registrant’s Annual Report on Form 10-K
for the fiscal year ended October 31, 2006.
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4.4
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Rights
Agreement dated as of May 20, 1998, between The Toro Company and Wells
Fargo Bank, N.A. relating to rights to purchase Series B Junior
Participating Voting Preferred Stock, as amended.
|
Incorporated
by reference to Exhibit 1 to Registrant’s Current Report on Form 8-K dated
May 20, 1998, Commission File No. 1-8649.
|
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4.5
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Certificate
of Adjusted Purchase Price or Number of Shares dated April 14, 2003 filed
by The Toro Company with Wells Fargo Bank, 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.
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4.6
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Certificate
of Adjusted Purchase Price or Number of Shares dated April 12, 2005 filed
by The Toro Company with Wells Fargo Bank, N.A., as Rights Agent, in
connection with Rights Agreement dated as of May 20, 1998.
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Incorporated
by reference to Exhibit 2 to Registrant’s Amendment No. 2 to Registration
Statement on Form 8-A/A dated March 21, 2005, Commission File No.
1-8649.
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4.7
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Indenture
dated as of January 31, 1997, between The Toro Company and First National
Trust Association, as Trustee, relating to The Toro Company’s June 15,
2007 and its 7.80% Debentures due June 15, 2027.
|
Incorporated
by reference to Exhibit 4(a) to Registrant’s Current Report on Form 8-K
for June 24, 1997, Commission File No. 1-8649.
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4.8
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Indenture
dated as of April 20, 2007, between The Toro Company, as issuer, and The
Bank of New York Trust Company, N.A., as Trustee, relating to The Toro
Company’s 6.625% Notes due May 1, 2037.
|
Incorporated
by reference to Exhibit 4.3 to Registrant’s Registration Statement on Form
S-3 as filed with the Securities and Exchange Commission on April 23,
2007, Registration No. 333-142282.
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4.9
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First
Supplemental Indenture dated as of April 26, 2007, between The Toro
Company, as issuer, and The Bank of New York Trust Company, N.A., as
Trustee, relating to The Toro Company’s 6.625% Notes due May 1,
2037.
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Incorporated
by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K
dated April 23, 2007, Commission File No. 1-8649.
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4.10
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Form
of The Toro Company 6.625% Note due May 1, 2037.
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Incorporated
by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K
dated April 23, 2007, Commission File No. 1-8649.
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5.1
|
Opinion
of Counsel Regarding Legality
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Filed
herewith
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23.1
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Consent
of Counsel
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Included
as part of Exhibit 5.1
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23.2
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Consent
of KPMG LLP
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Filed
herewith
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24.1
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Power
of Attorney
|
Filed
herewith
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