As filed with the Securities and Exchange Commission on August 13, 2004
Registration No. 001-14845
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRIMBLE NAVIGATION LIMITED
(Exact Name of Registrant as Specified in Its Charter)
California 94-2802192
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(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
749 North Mary Avenue
Sunnyvale, California 94085
(Address of Principal Executive Offices, Including Zip Code)
1988 EMPLOYEE STOCK PURCHASE PLAN
2002 STOCK PLAN
(Full Title of the Plans)
Irwin L. Kwatek
Vice President, General Counsel
Trimble Navigation Limited
749 North Mary Avenue
Sunnyvale, California 94085
(Name and Address of Agent For Service)
(408) 481-8000
(Telephone Number, including Area Code, of Agent For Service)
Copies to:
Thomas J. Ivey
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Suite 1100
Palo Alto, California 94301
(650) 470-4500
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Price Registration Fee
------------- ---------- ------------------ ------------------------ ----------------
Share (2)
Common Stock, no par value, to be 300,000 $24.985 $ 7,495,500 $949.68
issued under the 1988 Employee Stock
Purchase Plan (1)(3)
Common Stock, no par value, to be 1,500,000 $24.985 $37,477,500 $4,748.40
issued under the 2002 Stock Plan
(1)(3)
Rights to Purchase Preferred Stock of N/A N/A
Registrant
(1) This Registration Statement shall also cover any additional shares of
Common Stock which may become issuable under the Registrant's 1988 Employee
Stock Purchase Plan or 2002 Stock Plan being registered pursuant to this
Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as
amended (the "Securities Act") on the basis of the average of the high and
low sale prices for a share of common stock of Trimble Navigation Limited
as reported on the Nasdaq National Market on August 9, 2004.
(3) Includes rights ("Rights") to purchase shares of the Registrant's Series A
Participating Preferred Stock, issuable pursuant to that certain Rights
Agreement between the Registrant and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, dated February 18, 1999. The value attributable to
the Rights, if any, is reflected in the market price of the Common Stock.
This Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act.
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, Trimble Navigation Limited
(the "Registrant" or the "Company") is filing this registration statement on
Form S-8 with the Securities and Exchange Commission (the "Commission") to
include an additional 300,000 shares under the Registrant's 1988 Employee Stock
Purchase Plan and an additional 1,500,000 shares under the Registrant's 2002
Stock Plan. Pursuant to such Instruction E, the contents of the Registrant's
Forms S-8 on Registration Statement No. 33-39647 filed with the Commission on
April 2, 1991, Registration Statement No. 33-57522 filed with the Commission on
January 28, 1993, Registration Statement No. 33-78502 filed with the Commission
on May 3, 1994, Registration Statement No. 33-91858 filed with the Commission on
May 3, 1995, Registration Statement No. 333-04670 filed with the Commission on
May 3, 1996, Registration Statement No. 333-28429 filed with the Commission on
June 3, 1997, Registration Statement No. 333-53703 filed with the Commission on
May 27, 1998, Registration Statement No. 333-84949 filed with the Commission on
August 11, 1999, Registration Statement No. 333-38264 filed with the Commission
on May 31, 2000, Registration Statement No. 333-65758 filed with the Commission
on July 24, 2001 and Registration Statement No. 33-97979 filed with the
Commission on August 13, 2002 are hereby incorporated by reference, except as
revised in Part II of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 2. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-K, as amended, for the year
ended January 2, 2004;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended April 2, 2004;
(c) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended July 2, 2004;
(d) The Company's Current Reports on Form 8-K, filed with the Commission
on April 27, 2004 and July 27, 2004;
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission on June 15, 1990, and any amendment or report filed for the
purpose of updating such description; and
(f) The description of certain dividend rights on the Company's Common
Stock contained in the Company's Registration Statement on Form 8-A,
filed with the Commission on February 18, 1999.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto, California, will pass
upon the validity of the shares of Common Stock offered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification, including
reimbursement of expenses incurred, under certain circumstances for liabilities
arising under the Securities Act. The Registrant's bylaws provide that the
Registrant will indemnify the Registrant's directors and officers and may
indemnify the Registrant's employees and agents (other than officers and
directors) against liabilities to the fullest extent permitted by California
law. The Registrant is also empowered under its bylaws to enter into
indemnification agreements with the Registrant's directors and officers and to
purchase insurance on behalf of any person whom the Registrant is required or
permitted to indemnify. The Registrant has entered into indemnification
agreements with each of the Registrant's current directors and executive
officers which provide for indemnification of, and advancement of expenses to,
such persons to the greatest extent permitted by California law, including by
reason of action or inaction occurring in the past and circumstances in which
indemnification and advancement of expenses are discretionary under California
law. In addition, the Registrant maintains insurance on behalf of its directors
and executive officers insuring them against any liability asserted against them
in their capacities as directors or officers or arising out of this status.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description of Exhibit
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and, the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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 Form S-8
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Sunnyvale, State of California, on this 13th day
of August, 2004.
TRIMBLE NAVIGATION LIMITED
By: /s/ Steven W. Berglund
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Name: Steven W. Berglund
Title: President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Steven W. Berglund and Irwin L. Kwatek, and each of them, his or her 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)
and additions 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 hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or his substitute or 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 dates indicated.
Signature Title Date
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/s/ Steven W. Berglund President, August 13, 2004
---------------------- Chief Executive Officerand Director
Steven W. Berglund (Principal Executive Officer)
/s/ Mary Ellen Genovese Chief Financial Officer August 13, 2004
----------------------- (Principal Financial Officer)
Mary Ellen Genovese
/s/ Anup V. Singh Corporate Controller August 13, 2004
----------------- (Principal Accounting Officer)
Anup V. Singh
Director August ___, 2004
--------------------
Robert S. Cooper
/s/ John B. Goodrich Director August 11, 2004
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John B. Goodrich
/s/ William Hart Director August 10, 2004
----------------
William Hart
Ulf Johansson Director August 12, 2004
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Ulf Johansson
Director August ___, 2004
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Bradford W. Parkinson
/s/ Nickolas W. Vande Steeg Director August 11, 2004
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Nickolas W. Vande Steeg
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).