EXPLANATORY NOTE
TERMINATION OF REGISTRATION
These Post-Effective Amendments (the
Post-Effective Amendments
) are being filed by Arctic Cat Inc., a Minnesota corporation (the
Company
) to deregister all shares of common stock, par value $0.01 per share, of the Company (
Shares
) remaining unissued and unsold under the following Registration Statements on Form S-8 (each, a
Registration Statement
, and collectively, the
Registration Statements
) filed by the Company with the Securities and Exchange Commission (the
Commission
):
·
File No. 33-97244 filed with the Commission on September 22, 1995, pertaining to the registration of 1,800,000 Shares issuable under the Arctco, Inc. 1995 Stock Plan.
·
File No. 333-99253 filed with the Commission on September 6, 2002, pertaining to the registration of 1,600,000 Shares issuable under the Arctic Cat Inc. 2002 Stock Plan.
·
File No. 333-145784 filed with the Commission on August 29, 2007, pertaining to the registration of 1,900,000 Shares issuable under the Arctic Cat Inc. 2007 Omnibus Stock and Incentive Plan.
·
File No. 333-163209 filed with the Commission on November 19, 2009, pertaining to the registration of 1,885,000 Shares issuable under the Arctic Cat Inc. 2007 Omnibus Stock and Incentive Plan.
·
File No. 333-192195 filed with the Commission on November 8, 2013, pertaining to the registration of 1,100,000 Shares issuable under the Arctic Cat Inc. 2013 Omnibus Stock and Incentive Plan.
·
File No. 333-200680 filed with the Commission on December 2, 2014, pertaining to the registration of 238,390 Shares issuable in connection with an Inducement Non-Qualified Stock Option Agreement and an Inducement Restricted Stock Unit Agreement.
·
File No. 333-212979 filed with the Commission on August 8, 2016, pertaining to the registration of 875,000 Shares issuable under the Arctic Cat Inc. 2013 Omnibus Stock and Incentive Plan.
On March 6, 2017 pursuant to an Agreement and Plan of Merger, dated January 24, 2017, by and among the Company, Textron Inc., a Delaware corporation (
Parent
), and Aces Acquisition Corp., a Minnesota corporation and an indirect wholly owned subsidiary of Parent (
Purchaser
), Purchaser merged with and into the Company, with the Company continuing as the surviving corporation (the
Merger
).
As a result of the Merger, the Company has become a wholly-owned subsidiary of Parent and has terminated all offerings of its Shares pursuant to the Registration Statements. In accordance with an undertaking made by the Company in each Registration Statement to remove from registration, by means of a post-effective amendment, any Shares which remain unissued and unsold at the termination of the offering, the Company hereby removes from registration all Shares under the Registration Statements which remained unissued and unsold as of the effective time of the Merger.
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