forms-8_110906
As
filed
with the Securities and Exchange Commission on November 9, 2006 Registration
No.
___________
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
(State
or
Other Jurisdiction of Incorporation or Organization)
|
94-2802192
(I.R.S.
Employer Identification No.)
|
935
Stewart
Drive
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
935
Stewart
Drive
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 be Registered
|
Amount
to be
Registered
|
Proposed
Maximum Offering Price Per Share (2)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
Common
Stock,
no par value, to be issued under the 1988 Employee Stock Purchase
Plan
(1)(3)
|
450,000
|
$44.77
|
$20,148,750
|
$2155.92
|
Common
Stock,
no par value, to be issued under the 2002 Stock Plan
(1)(3)
|
1,500,000
|
$44.77
|
$67,162,500
|
$7186.39
|
Rights
to
Purchase Preferred Stock of Registrant
|
|
|
N/A
|
N/A
|
(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
November 3, 2006.
(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, as amended September 10, 2004.
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, the Registrant is filing this registration statement
on Form S-8 with the Securities and Exchange Commission (the “Commission”) to
include an additional 450,000 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, Registration Statement No. 33-97979 filed with the Commission
on August 13, 2002, and Registration Statement No. 001-14845 filed with the
Commission on August 13, 2004 are hereby incorporated by reference.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
(a) The
Registrant's
Annual Report on Form 10-K, for the fiscal year ended December 30, 2005, filed
on March 10, 2006;
(b) The
Registrant’s
Current Reports on Form 8-K, filed on January 24, 2006; April 19, 2006; July
25,
2006; September 15, 2006; and October 24, 2006;
(c) The
Registrant’s
Definitive Proxy Statement filed on April 10, 2006;
(d) Registrant’s
Quarterly Reports on Form 10-Q filed May 4, 2006, August 7, 2006 and November
3,
2006;
(e) The
description of
the Registrant's Common Stock contained in the Registrant'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 Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Commission
on
February 18, 1999.
Item
4.
Description of Securities
Not
applicable.
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
|
4.1
|
1988
Employee
Stock Purchase Plan, as amended.
|
4.2
|
2002
Stock
Plan including forms of Option Agreements, as amended.
|
5.1
|
Opinion
of
Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the
securities being registered.
|
23.1
|
Consent
of
Independent Registered Public Accounting Firm.
|
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 9th day of November
2006.
|
Trimble
Navigation Limited
By: /s/
Steven
W. Berglund 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
|
/s/
Steven
W. Berglund
Steven
W.
Berglund
|
President,
Chief Executive Office & Director
(Principal
Executive Officer)
|
November
9,
2006
|
/s/
Rajat
Bahri
Rajat Bahri
|
Chief
Financial Officer
(Principal
Financial Officer & Principal Accounting Officer)
|
November 9, 2006
|
/s/
Robert
S. Cooper
Robert S. Cooper
|
Director
|
November
3,
2006
|
/s/
John B.
Goodrich
John B. Goodrich
|
Director
|
November
6,
2006
|
/s/
William
Hart
William
Hart
|
Director
|
November
2,
2006
|
_______________________________
Ulf Johansson
|
Director
|
_________,
2006
|
/s/
Bradford W. Parkinson
Bradford W. Parkinson
|
Director
|
November
3,
2006
|
_______________________________
Nickolas W. Vande Steeg
|
Director
|
_________,
2006
|
EXHIBIT
INDEX
Exhibit
No.
|
Description
of Exhibit
|
4.1
|
1988 Employee Stock Purchase Plan, as amended.
|
4.2
|
2002
Stock
Plan including forms of Option Agreements, as amended.
|
5.1
|
Opinion
of
Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the
securities being registered.
|
23.1
|
Consent
of
Independent Registered Public Accounting Firm.
|
23.2
|
Consent
of
Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit
5.1).
|
24.1
|
Power
of
Attorney (included on signature
page).
|