As filed with the Securities and Exchange Commission on August 12, 2002
Registration No. 333-_________
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
TRIMBLE NAVIGATION LIMITED
(Exact name of registrant as specified in its charter)
California 94-2867490
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
645 North Mary Ave.
Sunnyvale, California 94088
(Address of principal executive offices)
1988 EMPLOYEE STOCK PURCHASE PLAN
2002 STOCK PLAN
(Full title of the plan)
Irwin L. Kwatek
Vice President, General Counsel
Trimble Navigation Limited
645 North Mary Avenue
Sunnyvale, California 94088
(Name and address of agent for service)
(408) 481-8000
(Telephone number, including area code, of agent for service)
Copy to:
Thomas C. DeFilipps
Thomas C. Klein
John T. McFarland
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
================================================ ===================== ===================== ===================== =================
Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered registered per share (1) offering price registration fee
------------------------------------------------ --------------------- --------------------- --------------------- -----------------
Common Stock to be issued under the
1988 Employee Stock Purchase Plan (2)...... 200,000 $12.395 $2,479,000 $228
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Common Stock to be issued under the
2002 Stock Plan (2)........................ 6,677,333 $12.395 $82,765,542 $7,614
================================================ ===================== ===================== ===================== =================
Totals.................. 6,877,333 $85,244,542 $7,842
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act of
1933, as amended, using the average of the high and low price reported by
the Nasdaq National Market System for the registrant's common stock on
August 6, 2002.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement shall also cover any additional shares of the
registrant's common stock that become issuable under the registrant's 1988
Employee Stock Purchase Plan or 2002 Stock Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the registrant's receipt of consideration that results in
an increase in the number of the registrant's outstanding shares of common
stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Trimble Navigation Limited hereby incorporates by reference in this
registration statement the following documents:
o Our Annual Report on Form 10-K for the fiscal year ended December 28,
2001, as filed with the SEC on March 28, 2002, and any amendments
thereto;
o Our Current Report on Form 8-K, as filed with the SEC on January 16,
2002;
o Our Current Report on Form 8-K, as filed with the SEC on January 30,
2002;
o Our two Current Reports on Form 8-K, each as filed with the SEC on
March 18, 2002;
o Our Current Report on Form 8-K, as filed with the SEC on March 19,
2002;
o Our Current Report on Form 8-K, as filed with the SEC on March 21,
2002;
o Our Current Report on Form 8-K/A, as filed with the SEC on March 28,
2002;
o Our Quarterly Report on Form 10-Q/A for the quarterly period ended
September 28, 2001, as filed with the SEC on April 25, 2002;
o Our Current Report on Form 8-K, as filed with the SEC on April 25,
2002;
o Our Quarterly Report on Form 10-Q for the quarterly period ended March
29, 2002, as filed with the SEC on May 13, 2002;
o Our Current Report on Form 8-K, as filed with the SEC on July 24,
2002;
o Our Quarterly Report on Form 10-Q for the quarterly period ended June
28, 2002, as filed with the SEC on August 12, 2002;
o The description of our common stock contained in our Registration
Statement on Form 8-A filed on June 15, 1990, and any amendment or
report filed for the purpose of updating such description; and
o The description of certain dividend rights on our common stock
contained in our Registration Statement on Form 8-A filed on February
18, 1999.
All documents subsequently filed by Trimble Navigation Limited pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing such documents.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 317 of the California Corporations Code 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 of 1933, as amended. 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 the registrant's 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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
------------- ----------------------------------------------------------
4.1 1988 Employee Stock Purchase Plan, as amended (1)
4.2 2002 Stock Plan, including form of Option Agreement
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration
statement)
(1) Incorporated by reference to Exhibit 10.1 filed in response to
Item 8, "Exhibits" of the registrant's Registration Statement on
Form S-8 (File No. 33-84949) as filed with the SEC on August 11,
1999.
Item 9. Undertakings
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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 of 1933, as amended (the "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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(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 the undertakings set forth in clauses (i) and (ii)
above shall not apply if the information required to be included in a
post-effective amendment by these clauses is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by
reference in this registration statement.
(b) That, for the purpose of determining any liability under the 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 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 Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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
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controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sunnyvale, State of California, on July 31, 2002.
TRIMBLE NAVIGATION LIMITED
By: /s/ Steven W. Berglund
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Steven W. Berglund
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven W. Berglund and Irwin L. Kwatek,
jointly and severally, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
registration statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may 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.
Name Title Date
--------------------------------- ----------------------------------------------- ------------------
/s/ Steven W. Berglund President, Chief Executive Officer and Director July 31, 2002
------------------------------
Steven W. Berglund
/s/ Mary Ellen Genovese Chief Financial Officer and Assistant Secretary July 31, 2002
----------------------------- (Principal Financial Officer)
Mary Ellen Genovese
/s/ Anup V. Singh Corporate Controller July 31, 2002
---------------------------- (Principal Accounting Officer)
Anup V. Singh
/s/ Robert S. Cooper Director July 23, 2002
----------------------------
Robert S. Cooper
/s/ John B. Goodrich Director July 23, 2002
----------------------------
John B. Goodrich
/s/ William Hart Director July 22, 2002
----------------------------
William Hart
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/s/ Ulf J. Johansson Director July 23, 2002
----------------------------
Ulf J. Johansson
/s/ Bradford W. Parkinson Director July 25, 2002
----------------------------
Bradford W. Parkinson
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INDEX TO EXHIBITS
Exhibit
Number Description
------------- --------------------------------------------------------------
4.1 1988 Employee Stock Purchase Plan, as amended (1)
4.2 2002 Stock Plan, including form of Option Agreement
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration
statement)
(1) Incorporated by reference to Exhibit 10.1 filed in response to
Item 8, "Exhibits" of the registrant's Registration Statement on
Form S-8 (File No. 33-84949) as filed with the SEC on August 11,
1999.