UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2005 (July 28, 2005)
Trimble Navigation Limited
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-18645
(Commission File Number)
94-2802192
(IRS Employer I.D. No.)
749 N. Mary Ave. Sunnyvale, CA
(Address of principal executive offices)
94085
(Zip Code)
Registrant's telephone number, including area code: (408) 481-8000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On July 28, 2005, Trimble Navigation Limited (the "Company") entered into a
$200 million unsecured revolving credit agreement with the Bank of Nova Scotia,
as administrative agent, The Bank of New York and Harris Nesbitt, each in its
capacity as a co-syndication agent, and Bank of America, N.A. and Wells Fargo
Bank, N.A., each in its capacity as a co-documentation agent, and a syndicate of
other lenders party to the agreement (the "Credit Agreement"). The funds
available under the Credit Agreement may be used by the Company for general
corporate purposes, and up to $25 million of the Credit Agreement may be used
for letters of credit.
The Company may borrow, repay and reborrow funds under the Credit Facility
until the maturity of July 28, 2010, at which time the Credit Agreement
terminates, and all amounts borrowed must be repaid. The Company has not made an
initial borrowing under the Credit Agreement. Funds may be borrowed under the
Credit Agreement in U.S. Dollars or in certain other currencies, and will bear
interest, at the Company's option, at either: (i) a base rate, based on the
administrative agent's prime rate, plus a margin of between 0% and 0.125%,
depending on the Company's leverage ratio as of its most recently ended fiscal
quarter, or (ii) a reserve-adjusted rate based on LIBOR, EURIBOR, STIBOR or
other agreed-upon rate, depending on the currency borrowed, plus a margin of
between 0.625% and 1.125%, depending on the Company's leverage ratio as of the
most recently ended fiscal quarter. The Company's obligations under the Credit
Agreement are guaranteed by certain of the Company's domestic subsidiaries.
The Credit Agreement contains customary affirmative, negative and financial
covenants including, among other requirements, negative covenants that restrict
the Company's ability to dispose of assets, create liens, incur indebtedness,
repurchase stock, pay dividends, make acquisitions, make investments, enter into
mergers and consolidations and make capital expenditures, and financial
covenants that require the maintenance of leverage and fixed charge coverage
ratios.
The Credit Agreement contains events of default that include, among
others, non-payment of principal, interest or fees, breach of covenants,
inaccuracy of representations and warranties, cross defaults to certain other
indebtedness, bankruptcy and insolvency events, material judgments, and events
constituting a change of control. Upon the occurrence and during the continuance
of an event of default, interest on the obligations will accrue at an increased
rate and the lenders may accelerate the Company's obligations under the Credit
Agreement, however that acceleration will be automatic in the case of bankruptcy
and insolvency events of default.
ITEM 2.03 Creation of a Direct Financial Obligation.
The information set forth under Item 1.01, "Entry into a Material
Definitive Agreement," is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIMBLE NAVIGATION LIMITED
a California corporation
Dated: August 2, 2005 /s/ Irwin Kwatek
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Irwin Kwatek
Vice President