posam-333106893
As
filed
with the Securities and Exchange Commission on February 23,
2007
Registration
No. 333-106893
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
20549
________________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
________________________
Trimble
Navigation Limited
(Exact
name of
Registrant as specified in its charter)
California
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94-2802192
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(State
of
other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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935
Stewart
Drive, Sunnyvale, California, 94085
(Address,
including
zip code, and telephone number, including area code, of Registrant’s principal
executive offices)
Irwin
Kwatek
Vice
President and General Counsel
Trimble
Navigation Limited
935
Stewart
Drive, Sunnyvale, California 94085
408-481-8000
(Name,
address,
including zip code, and telephone number, including area code, of agent for
service)
________________________
Copies
to:
Thomas
J.
Ivey, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
525
University Avenue, Palo Alto, California 94301
(650)
470-4500
Approximate
date of commencement of proposed sale to the public: From
time to time
after the effective date of this Registration Statement.
If
the only securities being registered on this Form are being offered pursuant
to
dividend or interest reinvestment plans, please check the following
box. o
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. o
If
this Form is filed to register additional securities for an offering pursuant
to
Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same
offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
This
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (SEC
File No. 333-106893) is being filed by Trimble Navigation Limited (the
“Registrant”) in order to deregister 95,652 shares of the Registrant’s common
stock, no par value, that remain unsold under the Registration Statement. The
foregoing number of shares of common stock has been adjusted to reflect the
two-for-one stock split effected on February 22, 2007.
SIGNATURES
Pursuant
to the
requirements of the Securities Act of 1933, the Registrant has duly caused
this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to
be
signed on its behalf by the undersigned, thereto duly authorized, in the city
of
Sunnyvale, State of California, on this 23rd day of February 2007.
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TRIMBLE
NAVIGATION LIMITED
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By:
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/s/
Steven W.
Berglund
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Name:
Steven W. Berglund
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Title:
President & Chief Executive Officer
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Pursuant
to the
requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1
to Registration Statement No. 333-106893 has been signed by the following
persons, in the capacities indicated, as of February 23, 2007.
Name
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Title
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/s/Steven
W.
Berglund
Steven
W.
Berglund
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President,
Chief Executive Officer, Director
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/s/
Rajat
Bahri
Rajat
Bahri
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Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
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Robert
S.
Cooper
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Director
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*
John
B.
Goodrich
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Director
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*
William
Hart
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Director
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*
Ulf
J.
Johansson
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Director
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*
Bradford
W.
Parkinson
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Director
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Nickolas
W.
Vande Steeg
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Director
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*
By:
/s/
Steven W.
Berglund
Steven
W.
Berglund, Attorney In Fact
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