As filed with the Securities and Exchange Commission on July 24, 2001
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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TRIMBLE NAVIGATION LIMITED
(Exact name of Registrant as specified in its charter)
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California 94-2802192
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
645 North Mary Avenue
Sunnyvale, California 94088
(Address of Principal Executive Offices)
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1993 Stock Option Plan
(Full title of the plans)
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Steven W. Berglund
President & Chief Executive Officer
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
-------------------------
Copies to:
John B. Goodrich, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Share Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------
Common Stock
1993 Stock Option Plan 450,000 $17.9650(2) $8,084,250(2) $2,021.06
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<FN>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1993 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of
Common Stock of Trimble Navigation Limited.
(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 July 19, 2001.
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed solely to register an additional
450,000 shares of the common stock of the registrant reserved for issuance
under the registrant's 1993 Stock Option Plan.
The registrant hereby incorporates by reference the contents of the
following Registration Statements on Form S-8 relating to the registrant's 1993
Stock Option Plan: 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, Registration No. 333-28429 dated June 3, 1997, Registration
No. 333-53703 dated May 27, 1998, Registration No. 333-84949 dated August 11,
1999, and 333-38264 dated June 1, 2000.
Item 8. Exhibits.
Exhibit
Number
------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
10.59 1993 Stock Option Plan, as amended May 10, 2001
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 II-3)
II-1
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 July 24, 2001.
TRIMBLE NAVIGATION LIMITED
By: /s/ STEVEN W. BERGLUND
-----------------------------------
Steven W. Berglund,
President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven W. Berglund and Mary Ellen
Genovese, 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.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
- ------------------------- ---------------------------------- --------------
President, Chief Executive Officer
/s/ STEVEN W. BERGLUND (Principal Executive Officer) and
- ------------------------- Director
Steven W. Berglund July 24, 2001
Vice President of Finance, Chief
Financial Officer, Corporate
Controller and Assistant Secretary
/s/ MARY ELLEN GENOVESE (Principal Financial Officer and
- ------------------------- Principal Accounting Officer)
Mary Ellen Genovese July 24, 2001
/s/ ROBERT S. COOPER
- -------------------------
Robert S. Cooper Director July 24, 2001
/s/ JOHN B. GOODRICH
- -------------------------
John B. Goodrich Director July 24, 2001
/s/ WILLIAM HART
- -------------------------
William Hart Director July 24, 2001
/s/ ULF J. JOHANSSON
- -------------------------
Ulf J. Johansson Director July 24, 2001
/s/ BRADFORD W. PARKINSON
- -------------------------
Bradford W. Parkinson Director
II-3
INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
10.59 1993 Stock Option Plan, as amended May 10, 2001
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 II-3)