corms-820070227
As
filed
with the Securities and Exchange Commission on February 28, 2007 Registration
No. 333-________
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)
@Road,
Inc.
2000 Stock Option 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 (3)
|
Proposed
Maximum
Aggregate
Offering Price(3)
|
Amount
of
Registration
Fee
|
Common
Stock,
no par value, to be issued under the @Road, Inc. 2000 Stock Option
Plan
(1)(2)(4)
|
4,536,932
|
$27.54
|
$124,947,107
|
$3,835.88
|
Rights
to
Purchase Preferred Stock of Registrant
|
N/A
|
N/A
|
N/A
|
N/A
|
(1) Common
stock to be
issued pursuant to options granted, or to be granted, under the @Road, Inc.
2000
Stock Option Plan (the “@Road Plan”) which was assumed pursuant to the Agreement
and Plan of Merger, dated December 10, 2006, by and among Trimble Navigation
Limited, Roadrunner Acquisition Corp. and @Road, Inc. As of the effective time
of the merger, the unvested, unexpired and outstanding options with a per share
exercise price that was equal to or less than $7.50 issued pursuant to the
@Road
Plan were converted automatically into options to purchase Trimble common stock
(after applying the Option Exchange Ratio, as defined in the Agreement and
Plan
of Merger).
(2) This
Registration
Statement shall also cover any additional shares of Common Stock which may
become issuable under the @Road 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.
(3) 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 Global Select
Market on February 21, 2007. Stock price numbers used in this calculation have
been adjusted to give effect to the stock split on February 22,
2007.
(4)
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.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Trimble
Navigation
Limited has sent or given or will send or give documents containing the
information specified by Part I of this Registration Statement to participants
in the @Road Plan, as specified in Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the “Commission”) under the Securities Act. The
Registrant is not filing such documents with the Commission, but these documents
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) prospectuses that
meet the requirements of Section 10(a) of the Securities Act.
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 29, 2006, filed
on February 23, 2007;
(b) The
Registrant’s
Current Reports on Form 8-K, filed on January 24, 2007; January 25, 2007;
January 30, 2007; February 9, 2007 and February 23, 2007;
(c) 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
(d) 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
|
@Road,
Inc.
2000 Stock Option Plan. (1)
|
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).
|
_____________
(1)
Incorporated by
reference to exhibit 10.19 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 29, 2006.
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 26th day of February
2007.
|
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)
|
February
23,
2007
|
/s/
Rajat
Bahri_____________
Rajat Bahri
|
Chief
Financial Officer
(Principal
Financial Officer & Principal Accounting Officer)
|
February
23,
2007
|
/s/
Robert
S. Cooper_____________
Robert S. Cooper
|
Director
|
February
20,
2007
|
/s/
John
B. Goodrich_______________
John B. Goodrich
|
Director
|
February
20,
2007
|
/s/
William Hart_________________
William Hart
|
Director
|
February
15,
2007
|
/s/
Ulf
Johansson_____________
Ulf Johansson
|
Director
|
February
22,
2007
|
_______________________________
Bradford W. Parkinson
|
Director
|
February
__,
2007
|
/s/
Nickolas W. Vande Steeg_______
Nickolas W. Vande Steeg
|
Director
|
February
17,
2007
|
EXHIBIT
INDEX
Exhibit
No.
|
Description
of Exhibit
|
4.1
|
@Road,
Inc.
2000 Stock Option Plan (1)
|
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).
|
______________
(1)
Incorporated by
reference to exhibit 10.19 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 29, 2006.