<PAGE>
As filed with the Securities and Exchange Commission on December 1, 2000
Registration No. 333-45514
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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GARMIN LTD.
(exact name of registrant as specified in its charter)
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CAYMAN ISLANDS 3812 98-0229227
(state or other (primary standard industrial (I.R.S. employer
jurisdiction of classification code number) identification number)
incorporation or
organization)
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Queensgate House
P.O. Box 30464SMB
113 South Church Street, George Town,
Grand Cayman, Cayman Islands
(345) 946-5203*
(address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Andrew R. Etkind, Esq.
c/o Garmin International, Inc.
1200 East 151st Street
Olathe, Kansas 66062
(913) 397-8200
(name, address, including zip code, and telephone number, including area code,
of agent for service)
*Garmin Ltd. maintains its registered office at Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands, and its principal executive
offices at Queensgate House, P.O. Box 30464SMB, 113 South Church Street,
George Town, Grand Cayman, Cayman Islands. The executive offices of Garmin
Ltd.'s principal United States subsidiary are located at 1200 East 151st
Street, Olathe, Kansas 66062. The telephone number there is (913) 397-8200.
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Copies to:
JOHN F. MARVIN, ESQ. VINCENT PAGANO, JR., ESQ.
Sonnenschein Nath & Rosenthal Simpson Thacher & Bartlett
4520 Main Street 425 Lexington Avenue
Kansas City, Missouri 64111 New York, New York 10017-3954
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Approximate date of commencement of sale to the public: As soon as
practicable after the effective date of this registration statement.
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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, please check the following box. [_]
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. [_]
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. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Maximum Aggregate
Title of Each Class of Offering Proceeds Amount of
Securities to be Registered (1)(2) Registration Fee
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<S> <C> <C>
Common shares, par value US$0.01 per
share..................................... US$230,000,000 US$60,720(3)
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</TABLE>
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(1) Includes $30,000,000 subject to the underwriters' over-allotment option.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(3) A fee of $60,720 was previously paid with the initial filing on September
11, 2000.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
The sole purpose of this amendment is to file certain exhibits not
previously filed and to refile an exhibit previously filed to include the
relevant appendix to such exhibit. Accordingly, this Amendment consists only of
the facing page, this note and Part II of the registration statement. The
prospectus and financial statement schedules are unchanged and have been
omitted.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses, other than the
underwriting discounts and commissions, payable by the registrant in connection
with the offering described in the Registration Statement (all amounts are
estimated except the SEC registration fee):
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................. $ 60,720
NASD filing fee..................................................... 6,000
Nasdaq National Market listing fee.................................. 76,625
Printing and engraving expenses..................................... 150,000
Legal fees and expenses............................................. 450,000
Accounting fees and expenses........................................ 300,000
Transfer agent fees................................................. 15,000
Miscellaneous....................................................... 41,655
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Total............................................................. $1,100,000
==========
</TABLE>
Item 14. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company's articles
of association may provide for indemnification of officers and directors,
except to the extent any such provision may be held by the Cayman Islands
courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Article 152 of
our Articles of Association provides for indemnification, to the fullest extent
permitted by law, of officers and directors for expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred in their capacities
as such, and advancement of expenses of defending any such action, suit or
proceeding.
Item 15. Recent Sales of Unregistered Securities
As part of the restructuring of the registrant, on September 22, 2000,
substantially all the shareholders of Garmin Corporation exchanged their common
shares of Garmin Corporation for 100,000,000 shares (post split) of the
registrant. These shares were not registered under the Securities Act of 1933.
Certain of these shares were issued to U.S. shareholders pursuant to an
exemption from the registration requirements of the Securities Act of 1933
pursuant to Section 4(2) of, and Rule 506 of Regulation D under, the Securities
Act of 1933. The remainder of the shares were offered and issued outside the
United States to individuals who are not citizens or residents of the United
States. Accordingly, the offering and issuance of these shares were not subject
to the registration requirements of the Securities Act of 1933 pursuant to
Regulation S under the Securities Act of 1933.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
<TABLE>
<CAPTION>
(a) Exhibits Description
<C> <S>
1.1* Form of U.S. Purchase Agreement.
1.2* Form of International Purchase Agreement.
3.1** Memorandum of Association.
3.2** Articles of Association (as amended).
4.1** Specimen share certificate.
4.2 Form of Shareholders' Rights Agreement.
5.1 Opinion of Maples and Calder, Cayman Islands counsel to the
Issuer, as to the legality of the shares.
8.1 Opinion of Sonnenschein Nath & Rosenthal regarding United States
tax matters.
8.2 Opinion of Maples and Calder regarding Cayman Islands tax matters
(included in Exhibit 5.1).
10.1 Garmin Ltd. 2000 Equity Incentive Plan.
10.2** Garmin Ltd. 2000 Non-Employee Directors' Option Plan.
10.3** Garmin Ltd. Employee Stock Purchase Plan.
21.1** List of Subsidiaries.
23.1** Consent of Ernst & Young LLP.
23.2 Consent of Maples and Calder (included in Exhibit 5.1).
Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
23.3 8.1).
24.1** Powers of Attorney (included on signature page).
27.1** Financial Data Schedule.
</TABLE>
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* To be filed by amendment
** Previously filed
(b) Financial Statement Schedules
Schedule II Valuation and qualifying accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
II-2
<PAGE>
(b) 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 provisions described in item 14, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than payment
by a 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 of
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(c) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(ii) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 4 to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Olathe, County of Johnson, State of Kansas on December 1, 2000.
Garmin Ltd.
/s/ Gary L. Burrell
By: _________________________________
Gary L. Burrell
Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the registration statement has been signed on December 1, 2000 by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
<S> <C>
Min H. Kao* Co-Chairman; Co-Chief Executive Officer
___________________________________________ (Co-Principal Executive Officer)
Min H. Kao
/s/ Gary L. Burrell Co-Chairman; Co-Chief Executive Officer
___________________________________________ (Co-Principal Executive Officer)
Gary L. Burrell
Kevin Rauckman* Chief Financial Officer
___________________________________________ (Principal Financial Officer and Principal
Kevin Rauckman Accounting Officer)
Ruey-Jeng Kao* Director
___________________________________________
Ruey-Jeng Kao
</TABLE>
/s/ Andrew R. Etkind
*By:_________________________________
Andrew R. Etkind
Attorney-in-fact
Garmin International, Inc. Authorized Representative in the
U.S.
/s/ Gary L. Burrell
By: _________________________________
Gary L. Burrell, its President
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits Description
<C> <S>
1.1* Form of U.S. Purchase Agreement.
1.2* Form of International Purchase Agreement.
3.1** Memorandum of Association.
3.2** Articles of Association (as amended).
4.1** Specimen share certificate.
4.2 Form of Shareholders' Rights Agreement.
5.1 Opinion of Maples and Calder, Cayman Islands counsel to the Issuer,
as to the legality of the shares.
Opinion of Sonnenschein Nath & Rosenthal regarding United States tax
8.1 matters.
8.2 Opinion of Maples and Calder regarding Cayman Islands tax matters
(included in Exhibit 5.1).
10.1 Garmin Ltd. 2000 Equity Incentive Plan.
10.2** Garmin Ltd. 2000 Non-Employee Directors' Option Plan.
10.3** Garmin Ltd. Employee Stock Purchase Plan.
21.1** List of Subsidiaries.
23.1** Consent of Ernst & Young LLP.
23.2 Consent of Maples and Calder (included in Exhibit 5.1).
23.3 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 8.1).
24.1** Powers of Attorney (included on signature page).
27.1** Financial Data Schedule.
</TABLE>
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* To be filed by amendment
** Previously filed
