UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 16, 2002 (January 14, 2002)
Date of Report (Date of earliest event reported)
TRIMBLE NAVIGATION LIMITED
(Exact name of registrant as specified in its charter)
California 0-18645 94-2802192
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
645 North Mary Avenue
Sunnyvale, California 94088
(Address, including zip code, of principal executive offices)
(408) 481-8000
(Registrant's telephone number, including area code)
Item 5. Other Events.
On January 14, 2002, Trimble Navigation Limited (the "Company") entered
into the First Amended and Restated Stock and Warrant Purchase Agreement (the
"Purchase Agreement") with certain accredited investors (the "Investors")
pursuant to which the Company sold an additional 1,280,004 shares of its common
stock at a price of $15.00 per share in the second closing under a previously
announced private placement transaction. The Investors also received warrants
having a five-year term of exercise to purchase up to 256,002 additional shares
of the Company's common stock at an exercise price of $19.475 per share (the
"Warrants").
The number of shares issuable upon the exercise of the Warrants and the
exercise price thereof are subject to adjustments for stock splits, combinations
and similar transactions and are subject to antidilution protection in the event
of certain dilutive financings (subject to customary exceptions) during the term
of the Warrants.
As part of the private financing, the Company has agreed to prepare and
file a registration statement with the Securities and Exchange Commission with
respect to the resales of the shares of common stock (including those shares
underlying the Warrants) purchased by the Investors.
The above description provided in this Report on Form 8-K of the terms and
conditions of the private placement to Investors under the Purchase Agreement
and the transactions contemplated thereby is a summary only and is qualified in
its entirety by reference to the full text of the agreements which are attached
hereto as exhibits. In addition, a copy of the press release issued by the
Company on January 15, 2002 describing the private placement is filed as Exhibit
99.1 hereto.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
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4.1 First Amended and Restated Stock and Warrant
Purchase Agreement between and among the
Company and the investors thereto dated
January 14, 2002.
4.2 Form of Warrant to Purchase Shares of Common Stock
dated January 14, 2002.
99.1 Text of Company Press Release dated January 15, 2002.
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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: January 16, 2002 By: /s/ Mary Ellen Genovese
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Mary Ellen Genovese
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
--------------- ------------------------------------------------------------
4.1 First Amended and Restated Stock and Warrant
Purchase Agreement between and among the Company
and the investors thereto dated January 14, 2002.
4.2 Form of Warrant to Purchase Shares of Common Stock dated
January 14, 2002.
99.1 Text of Company Press Release dated January 15, 2002.
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