Unassociated Document
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
Date
of Report (Date of earliest event reported): April 5,
2010
Garmin
Ltd.
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
(State
or other jurisdiction of
incorporation)
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0-31983
(Commission
File
Number)
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98-0229227
(I.R.S.
Employer
Identification
No.)
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P.O.
Box 10670, Grand Cayman KY1-1006
Suite
3206B, 45 Market Street, Gardenia Court
Camana
Bay, Cayman Islands
(Address
of principal executive office)(Zip Code)
(345)
640-9050
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01 Regulation
FD Disclosure
In connection with the proposed
redomestication of Garmin Ltd. (the "Company") from the Cayman Islands to
Switzerland, the details of which are provided in the Company's preliminary
proxy statement filed with the Securities and Exchange Commission on March 17,
2010, the board of directors of the Company anticipates that it will redeem the
rights that were issued to the Company's shareholders pursuant to that certain Rights Agreement between
the Company and Computershare Limited, as successor to UMB Bank, n.a., dated as
of October 25, 2001, as amended on November 7, 2005 (the "Rights Agreement"), in
accordance with Section 23 thereof. On April 5, 2010, the
board of directors of the Company resolved to provide notice to the NASDAQ
Global Select Market of its anticipated redemption of the rights, as required by
SEC Rule 10b-17 and NASDAQ Marketplace Rule 5250(e)(6). The board
anticipates that it will redeem the rights at a price of $0.001 per right, which
reflects an adjustment of the original redemption price of $0.002 due to the
Company's two-for-one stock split effected on August 15, 2006. The
board also anticipates that the record date for the redemption of the rights
will be April 15, 2010. The board desires to redeem the rights
because Swiss law does not permit a Swiss company to maintain a shareholder
rights plan.
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.
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Garmin
Ltd.
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By:
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/s/
Andrew R. Etkind
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Andrew
R. Etkind
Vice
President, General Counsel and
Secretary
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Date:
April 5, 2010