<PAGE> 1 Registration No. 33-___________ As filed with the Securities and Exchange Commission on June 29, 1994 ________________________________________________________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________ BRIGGS & STRATTON CORPORATION (Exact name of registrant as specified in its charter) WISCONSIN 39-0182330 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 12301 W. Wirth Street Wauwatosa, Wisconsin 53222 (Address of Principal Executive Offices) (ZIP Code) __________________ THE BRIGGS & STRATTON CORPORATION STOCK INCENTIVE PLAN (Full title of the plan) ___________________ Copy to: THOMAS R. SAVAGE, ESQ. THOMAS W. O'BRIEN, ESQ. General Counsel Quarles & Brady BRIGGS & STRATTON CORPORATION 411 East Wisconsin Avenue 12301 W. Wirth Street Milwaukee, Wisconsin 53202 Wauwatosa, Wisconsin 53222 (Name and address of agent for service) (414) 259-5333 (Telephone number, including area code, of agent for service) ___________________ CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES MAXIMUM AGGREGATE AMOUNT OF TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED(1) PER SHARE PRICE(2) FEE Common Stock, $0.01 par value 1,250,000 shares (2)(3) $86,093,750 $29,688
<PAGE> 2 (1) The Plan provides for possible adjustment of the number, price and kind of shares covered by options and other stock incentive awards granted or to be granted in the event of certain capital or other changes affecting the Registrant's Common Stock. This Registration Statement therefore covers, in addition to the above stated 1,250,000 shares, an indeterminate number of shares that may become subject to the Plan by means of any such adjustment. (2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the registration fee, based upon $68.875 per share, which is the average of the high and low sales prices of the Registrant's Common Stock as reported on the New York Stock Exchange Composite Tape on June 23, 1994. (3) The actual offering price will be determined in accordance with the terms of the Plan.
<PAGE> 3 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or given to Plan participants as specified by Rule 428(b)(1) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. In accordance with General Instruction E to Form S-8 and because this Registration Statement only registers additional securities of the same class for which a registration statement has been filed, the contents of the following document filed by Briggs & Stratton Corporation (the "Registrant") with the Securities and Exchange Commission (Commission File No. 1-1370) are incorporated herein by reference: The Registrant's Registration Statement on Form S-8 filed on February 21, 1991 (Registration No. 33-39113) relating to the Registrant's Stock Incentive Plan, as amended by Post-Effective Amendment No. 1 thereto filed on June 29, 1994. ITEM 8. EXHIBITS. See Exhibit Index following Signatures page in this Registration Statement, which Exhibit Index is incorporated herein by reference. -1-
<PAGE> 4 SIGNATURES 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on June 28, 1994. BRIGGS & STRATTON CORPORATION (Registrant) By: /s/FREDERICK P. STRATTON, JR. Frederick P. Stratton, Jr. Chairman, President, and Chief Executive Officer ____________________ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frederick P. Stratton, Jr. and Robert H. Eldridge, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. ____________________ Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.* SIGNATURE TITLE /s/FREDERICK P. STRATTON, JR. Chairman, President, Frederick P. Stratton, Jr. and Chief Executive Officer and Director (Principal Executive Officer of the Registrant) /s/ROBERT H. ELDRIDGE Secretary-Treasurer and Director Robert H. Eldridge (Principal Financial Officer) /s/JAMES E. BRENN Vice President and Controller James E. Brenn (Principal Accounting Officer) S-1
<PAGE> 5 /s/MICHAEL E. BATTEN Director Michael E. Batten /s/PETER A. GEORGESCU Director Peter A. Georgescu /s/SHELDON B. LUBAR Director Sheldon B. Lubar /s/RICHARD E. MARCEAU Director Richard E. Marceau /s/JOHN L. MURRAY Director John L. Murray /s/CLARENCE B. ROGERS, JR. Director Clarence B. Rogers, Jr. /s/ELWIN J. ZARWELL Director Elwin J. Zarwell ______________________ * Each of these signatures is affixed as of June 28, 1994. S-2
<PAGE> 6 BRIGGS & STRATTON CORPORATION (THE "REGISTRANT") EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT
<TABLE> <CAPTION> EXHIBIT INCORPORATED HEREIN FILED SEQUENTIAL NUMBER DESCRIPTION BY REFERENCE TO HEREWITH PAGE NO. <S> <C> <C> <C> <C> 4.1 Articles of Incorporation Exhibit 3.1 to the Registrant's of the Registrant Form 8-B dated October 12, 1992 (the "Form 8-B") 4.2 Bylaws of the Registrant Exhibit 3.2 to the Form 8-B 4.3 Rights Agreement dated as Exhibit 1 to Briggs & Stratton of December 20, 1989, between Corporation's Current Report Briggs & Stratton Corporation on Form 8-K dated December 20, and First Wisconsin Trust 1989 Company, which includes the form of Right Certificate as Exhibit A and the Summary of Rights to Purchase Common Shares as Exhibit B 5 Opinion of Counsel X 23.1 Consent of Arthur Andersen & Co. X 23.2 Consent of Counsel Contained in Opinion filed as Exhibit 5 24 Powers of Attorney Signatures Page to this Registration Statement 99 The Briggs & Stratton Exhibit A to Briggs & Stratton Corporation Stock Incentive Corporation's Proxy Plan Statement dated September 9, 1993 for its Annual Meeting of Stockholders on October 20, 1993 </TABLE>
<PAGE> 1 Exhibit 5 June 28, 1994 Briggs & Stratton Corporation 12301 W. Wirth Street Wauwatosa, Wisconsin 53222 Gentlemen: We are providing this opinion in connection with the Registration Statement of Briggs & Stratton Corporation, a Wisconsin corporation (the "Company"), on Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed sale by the Company of up to 1,250,000 shares of Company Common Stock, par value $0.01 per share (the "Shares"), upon the exercise of options granted under the Briggs & Stratton Corporation Stock Incentive Plan (the "Plan"). We have examined (i) the Registration Statement, (ii) the Company's Articles of Incorporation and Bylaws, (iii) the Plan, (iv) the corporate proceedings relating to the adoption of the Plan, the issuance of the Shares, and the organization of the Company, and (v) such other documents and records as we have deemed necessary in order to render this opinion. In rendering this opinion, we have relied as to certain factual matters on certificates of officers of the Company and of state officials. Based upon the foregoing, it is our opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws
of the State of Wisconsin. 2. The Shares, when issued and paid for as contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable by the Company, subject to the personal liability which may be imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts owing to employees for services performed, but not exceeding six months service in any one case. Although Section 180.0622(2)(b) provides that such personal liability of shareholders shall be "to an amount equal to the par value of shares owned by them respectively, and to the consideration for which their shares without par value was issued," the Wisconsin Supreme Court, by a split decision without a written opinion, has affirmed a judgment holding shareholders of a corporation liable under the substantially identical predecessor statute in effect prior to January 1, 1991 (Section 180.40(6)) for unpaid employee wages to an amount equal to the consideration for which their par value shares were issued rather than the shares' lower stated par value. Local 257 of Hotel
<PAGE> 2 Briggs & Stratton Corporation June 28, 1994 Page 2 and Restaurant Employees and Bartenders International Union v. Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983 decision of the Circuit Court for Dane County, Wisconsin, in Case No. 82-CV-0023). We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we are "experts" within the meaning of Section 11 of the Act, or that we come within the category of persons whose consent is required by Section 7 of the Act. Mr. Elwin J. Zarwell, a partner in our firm, is a director of the Company. Very truly yours, QUARLES & BRADY
<PAGE> 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated July 30, 1993 included (or incorporated by reference) in Briggs & Stratton Corporation Form 10-K for the year ended June 27, 1993 and to all reference to our firm included in this registration statement. ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin, June 28, 1994.