As filed with the Securities and Exchange Commission on May 27, 1998
Registration No. 333-_______
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 94-2802192
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
645 North Mary Avenue
Sunnyvale, California 94088
(Address of Principal Executive Offices)
1988 Employee Stock Purchase Plan
1993 Stock Option Plan
(Full title of the plans)
Charles R. Trimble
President
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:
John B. Goodrich, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Aggregate Registration
be Registered Registered Price Per Share Offering Price Fee
-------------------------------------------------------------------------------------------------------------
Common Stock
- 1988 Employee Stock Purchase Plan 650,000 $15.778(1) $10,255,700.00(1) $3,025.00
- 1993 Stock Option Plan 600,000 $18.563(2) $11,137,800.00(2) $3,286.00
--------------------------------------- --------- ---------------- ------------------ ------------------
1,250,000 $21,393,500.00 $6,311.00
=========
-------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee on the basis of 85% of the high and low price reported by the
Nasdaq National Market System on May 20, 1998.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee on the basis of the average of the high and low price reported
by the Nasdaq National Market System on May 20, 1998.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The registrant hereby incorporates by reference the contents of the
following Registration Statements on Form S-8: Registration No. 33-39647 dated
April 2, 1991, Registration No. 34-57522 dated January 28, 1993, Registration
No. 33-78502 dated May 3, 1994, Registration No. 33-91858 dated May 3, 1995,
Registration No. 333-04670 dated May 3, 1996, and Registration No. 333-28429
dated June 3, 1997.
Item 8. Exhibits.
Exhibit
Number
------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
10.1 1988 Employee Stock Purchase Plan
10.2 1993 Stock Option Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (Contained in Exhibit 5.1)
24.1 Power of Attorney (See Page 3)
2
SIGNATURES
The Registrant
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on May 19, 1998.
TRIMBLE NAVIGATION LIMITED
By:/s/ Charles R. Trimble
Charles R. Trimble,
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles R. Trimble and Dennis R. Ing,
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.
3
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/ Charles R. Trimble
(Charles R. Trimble) President, Chief Executive
Officer (Principal Executive
Officer) and Director May 19, 1998
/s/ Dennis R. Ing
(Dennis R. Ing) Vice President - Finance and
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer) May 19, 1998
/s/ Robert S. Cooper
(Robert S. Cooper) Director May 27, 1998
/s/ John B. Goodrich
(John B. Goodrich) Director May 20, 1998
/s/ William Hart
(William Hart) Director May 27, 1998
/s/ Bradford W. Parkinson
(Bradford W. Parkinson) Director May 17, 1998
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TRIMBLE NAVIGATION LIMITED
Certificate of Secretary
Robert A. Trimble certifies as follows:
1) He is the duly elected and acting Secretary of Trimble
Navigation Limited, a California corporation (the "Company").
2) Attached hereto as is a true and correct copy of the
resolutions adopted by the Board of Directors of the company
at a meeting on December 18, 1997, and such resolutions have
not been amended or revoked an are in full force and effect on
the date hereof.
IN WITNESS WHEROF, I have executed this certificate this 5th day of
May, 1998.
/s/ Robert A. Trimble
Robert A. Trimble, Secretary
5
RESOLUTIONS ADOPTED BY THE
BOARD OF DIRETORS OF
TRIMBLE NAVIGATION LIMITED
AMENDMENT OF STOCK PLANS
RESOLVED FURTHER: That the board hereby increases by 600,000
shares the number of shares of the Company's common stock
available for issuance under the Company's 1993 Stock Option
Plan from 3,200,000 shares to 3,800,000 shares.
RESOLVED FURTHER: That the board hereby increases by 650,000
shares the number of shares of the Company's common stock
available for issuance under the Company's 1988 Employee Stock
Purchase Plan from 1,700,000 shares to 2,350,000 shares.
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INDEX TO EXHIBITS
Exhibit
Number Description
------ ----------------------------------------------------------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
10.1 1988 Employee Stock Purchase Plan
10.2 1993 Stock Option Plan
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (Contained in Exhibit 5.1)
24.1 Power of Attorney (see Page 3)
7