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As filed with the Securities and Exchange Commission on May 10, 1996 Registration No. 33-55550 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- THE TORO COMPANY (Exact name of issuer as specified in its charter) Delaware 41-0580470 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 8111 Lyndale Avenue South Bloomington, Minnesota 55420 (Address of principal executive offices) (Zip Code) ------------------- THE TORO COMPANY 1992 DIRECTORS STOCK PLAN (Full title of the plan) J. Lawrence McIntyre, Esquire Vice President, Secretary and General Counsel The Toro Company 8111 Lyndale Avenue South Bloomington, Minnesota 55420 Telephone number : (612) 888-8801 (Name, address and telephone number of agent for service) Copy to: Helen P. Starr Attorney at Law 6010 33rd Street, N.W. Washington, D.C. 20015-1606 CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Title of Amount to Proposed Proposed Amount of securities to be registered maximum maximum registration fee be registered offering aggregate price per offering share price - ------------------------------------------------------------------------------- Common Stock, 40,000 shares(b) $31.75(c) $1,270,000(c) $438(d) par value $1.00 per share (a) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (a) Each share of Common Stock has attached thereto one Preferred Share Purchase Right. Value attributable to such Rights, if any, is reflected in the market price of the Common Stock. (b) An indeterminate number of shares will be issued from time to time to participants in the Plan. (c) Estimated solely to calculate the registration fee, pursuant to Rule 457(c) on the basis of the average of the high and low prices on the New York Stock Exchange on May 7, 1996 as reported in THE WALL STREET JOURNAL. (d) Restricted fee to be applied to account number 737758. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION BY REFERENCE This Amendment No. 1 relates to Registrant's Registration Statement on Form S-8 (No. 33-55550), filed with the Securities and Exchange Commission on December 8, 1992. Under that Registration Statement, Registrant registered 25,000 shares of Common Stock for issuance in connection with The Toro Company 1992 Directors Stock Plan (the "Plan"). This Amendment No. 1 increases to 65,000 shares the total number of shares registered for issuance under the Plan. The contents of Registrant's Registration Statement on Form S-8 (No. 33- 55550) are incorporated by reference in this Amendment No. 1. AMENDMENT TO INCREASE SHARES AND PROVIDE FOR STOCK OPTION GRANTS On March 12, 1996, the stockholders of Registrant approved amendments to the Plan to increase the number of shares of Common Stock that may be issued under the Plan from 25,000 to 65,000, subject to adjustment to reflect changes in the corporate or capital structure of Registrant, and to provide for the annual award of stock options to nonemployee directors of Registrant. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION 23 Consent of KPMG Peat Marwick LLP. 99 Additional Exhibits: The Toro Company 1992 Directors Stock Plan, as amended and restated (incorporated by reference to Registrant's Schedule 14A, Proxy Statement, Exhibit D, with respect to its 1996 Annual Meeting of Stockholders, File No. 1-8649). II-1 SIGNATURES THE REGISTRANT. 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 Amendment No. 1 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 the 10th day of May, 1996. THE TORO COMPANY (Registrant) By: J. LAWRENCE MCINTYRE -------------------------------------- J. Lawrence McIntyre, Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to its Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE KENDRICK B. MELROSE Chairman, Chief Executive May 10, 1996 - ------------------- Officer, President and Director Kendrick B. Melrose (Principal Executive Officer) * Vice President Finance May 10, 1996 - ------------------- and Chief Financial Officer Gerald T. Knight (Principal Financial Officer) * Vice President and Controller May 10, 1996 - ------------------- (Principal Accounting Officer) Randy B. James - ------------------- Director May , 1996 Ronald O. Baukol - ------------------- Director May , 1996 Robert C. Buhrmaster - ------------------- Director May , 1996 Janet K. Cooper * Director May 10, 1996 - ------------------- William W. George * Director May 10, 1996 - ------------------- Alex A. Meyer * Director May 10, 1996 - ------------------- Robert H. Nassau * Director May 10, 1996 - ------------------- Dale R. Olseth * Director May 10, 1996 - ------------------- Edwin H. Wingate * By KENDRICK B. MELROSE --------------------- Kendrick B. Melrose ATTORNEY-IN-FACT May 10, 1996 EXHIBIT LIST EXHIBIT CONSECUTIVELY NUMBER DESCRIPTION NUMBERED PAGE 23 Consent of KPMG Peat Marwick LLP. 99 Additional Exhibits: The Toro Company 1992 Directors Stock Plan, as amended and restated (incorporated by reference to Registrant's Schedule 14A, Proxy Statement, Exhibit D, with respect to its 1996 Annual Meeting of Stockholders, File No. 1-8649).
EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors The Toro Company: We consent to the use of our reports incorporated herein by reference in the Registration Statement on Form S-8. /s/ KPMG Peat Marwick LLP Minneapolis, Minnesota May 10, 1996