As filed with the Securities and Exchange Commission on May 8, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HARLEY-DAVIDSON, INC.
(Exact name of registrant as specified in its charter)
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Wisconsin
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39-1382325
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
(414) 342-4680
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Paul J. Krause
Vice
President, Chief Legal Officer and Chief Compliance Officer
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
(414) 342-4680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
Patrick G. Quick
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 297-5678
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box: ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be registered/
Proposed maximum offering
price per unit/ Proposed
maximum aggregate
offering price
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Amount of
registration fee
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Common Stock, $0.01 par
value
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(1)
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(1)
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Preferred Stock, $1.00 par value
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Depositary Shares
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Debt Securities
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Warrants
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Stock Purchase Contracts
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Equity Units (2)
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(1)
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An indeterminate aggregate initial offering price or number of the securities of each identified class is being
registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. In
accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee. This registration statement also covers delayed delivery contracts that may be issued by
Harley-Davidson, Inc. under which the party purchasing such contracts may be required to purchase debt securities, common stock or preferred stock. Such contracts may be issued together with the specific
securities to which they relate. In addition, securities registered hereunder may be sold either separately or as units comprised of more than one type of security registered hereunder.
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(2)
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Each equity unit consists of (a) a stock purchase contract under which the holder, upon settlement, will
purchase or sell an indeterminate number of shares of common stock, preferred stock or depositary shares and (b) common stock, preferred stock, depositary shares, debt securities, other stock purchase contracts or debt obligations of third
parties securing the holders obligation to purchase or sell the securities subject to the stock purchase contract. No separate consideration will be received for the stock purchase contract or the related pledged securities.
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