SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GARMIN LTD.
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(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands 98-0229227
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
Queensgate House, P.O. Box 30464SMB, 113 South Church Street,
George Town, Grand Cayman, Cayman Islands*
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(Address of Principal Executive Offices and Zip Code)
*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.
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ X ]
Securities Act registration statement file number to which this form relates:
File No. 333-45514
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To Be So Registered Each Class Is To Be Registered
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None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, par value $0.01 per share
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(Title of Class)
<PAGE>
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Registrant is registering Common Shares, $0.01 par value per
share. The Registrant hereby incorporates by reference the
description of the Common Shares set forth under the headings
"Description of Share Capital" and "Shares Eligible for Future
Sale" in the prospectus included in its Registration Statement on
Form S-1 (File No. 333-45514) (the "Registration Statement") filed
with the Securities and Exchange Commission on September 11, 2000,
as amended. Such Registration Statement and all amendments to the
Registration Statement are hereby deemed to be incorporated by
reference into this registration statement in accordance with the
Instruction to Item 1 of this Form.
Item 2. Exhibits.
1. Memorandum of Association of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registration Statement on
Form S-1 (File No. 333-45514) of the Registrant, as
amended).
2. Articles of Association of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (File No. 333-45514) of the Registrant, as
amended).
3. Specimen share certificate (incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-1 (File
No. 333-45514) of the Registrant, as amended).
4. Form of Shareholders' Rights Agreement.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Ac t
of 1934, the registrant has duly caused this registration statement to be si g
ned on its behalf by the undersigned, thereto duly authorized.
GARMIN LTD.
Date: November 17, 2000 By: /s/ Min H. Kao
___________________________________
Name: Min H. Kao
Title: Co-Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
1 Memorandum of Association of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registration Statement on
Form S-1 (File No. 333-45514) of the Registrant, as
amended).
2 Articles of Association of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (File No. 333-45514) of the Registrant, as
amended).
3 Specimen share certificate (incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-1 (File
No. 333-45514) of the Registrant, as amended).
4 Form of Shareholders' Rights Agreement.
