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As filed with the Securities and Exchange Commission on May 22, 1996 Registration No. 33-22469 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 MATCHING 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 EXPLANATORY STATEMENT Pursuant to this Amendment No. 1 to its Registration Statement on Form S-8 (Registration No. 33-22469), The Toro Company ("Registrant") deregisters 571,069.748 shares of its Common Stock, par value $1.00 per share, and related plan interests, previously registered in connection with The Toro Company Matching Stock Plan (the "Plan"), an employee benefit plan. The shares and interests being deregistered were not issued in connection with the Plan, which has terminated and been replaced by The Toro Company Investment and Savings Plan. 428,930.252 shares were issued to participants in the Plan. -ii- 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 22nd 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 22, 1996 - ----------------------- Officer, President and Director Kendrick B. Melrose (Principal Executive Officer) GERALD T. KNIGHT Vice President Finance May 22, 1996 - ----------------------- and Chief Financial Officer Gerald T. Knight (Principal Financial Officer) * Vice President and Controller May 22, 1996 - ----------------------- (Principal Accounting Officer) Randy B. James Director May , 1996 - ----------------------- Ronald O. Baukol ROBERT C. BUHRMASTER Director May 22, 1996 - ----------------------- Robert C. Buhrmaster JANET K. COOPER Director May 22, 1996 - ----------------------- Janet K. Cooper II-1 * Director May 22, 1996 - ----------------------- Alex A. Meyer ROBERT H. NASSAU Director May 22, 1996 - ----------------------- Robert H. Nassau DALE R. OLSETH Director May 22, 1996 - ----------------------- Dale R. Olseth EDWIN H. WINGATE Director May 22, 1996 - ----------------------- Edwin H. Wingate * By KENDRICK B. MELROSE --------------------- Kendrick B. Melrose ATTORNEY-IN-FACT May 22, 1996 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomington, State of Minnesota on the 22nd day of May, 1996. THE TORO COMPANY MATCHING STOCK PLAN (Plan) By: J. LAWRENCE MCINTYRE ------------------------------------ J. Lawrence McIntyre, Vice President, Secretary and General Counsel II-2