As filed with the Securities and Exchange Commission on December 27, 2000
Registration No. 333-
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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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Garmin Ltd.
(Exact name of registrant as specified in its charter)
Cayman Islands 98-0229227
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Queensgate House
P.O. Box 30464SMB
113 South Church Street, George Town
Grand Cayman, Cayman Islands
(Address of registrant's principal executive offices)
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Garmin International, Inc. Savings and Profit Sharing Plan
(Full title of plan)
Andrew R. Etkind, Esq.
c/o Garmin International, Inc.
1200 East 151st Street
Olathe, Kansas 66062
(913) 397-8200
(Name, address and telephone number of agent for service)
With a copy to:
John F. Marvin, Esq.
Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, Missouri 64111
(816) 932-4400
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CALCULATION OF REGISTRATION FEE
------------------------------ ------------------- ---------------- ---------------- ----------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered (1) be Registered (2) Per Share (3) Offering Price Registration Fee
------------------------------ ------------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Shares, $.01 par
value per share............ 500,000 shares $18.125 $9,062,500 $2,265.63
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement also covers any additional securities that may be offered or
issued in connection with any stock split, stock dividend or similar
transaction.
(3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Garmin Ltd. (the "Registrant") with
the Securities and Exchange Commission ("SEC") are hereby incorporated by
reference in this registration statement and made a part hereof:
(a) Registrant's prospectus dated December 8, 2000 and filed with the
SEC pursuant to Rule 424(b) under the Securities Act of 1933 and
which contains audited financial statements for the Registrant's
latest fiscal year; and
(b) Registrant's Registration Statement on Form 8-A (Registration No.
0-31983), containing a description of Registrant's common shares,
par value $0.01 per share (the "Common Shares").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all Common Shares
registered hereby has been sold or which deregisters such Common Shares then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents"). Any statement contained in an
Incorporated Document shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The Common Shares of the Registrant are registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. 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 7. Exemption From Registration Claimed.
Not Applicable
Item 8. Exhibits.
4.1 Memorandum of Association*
4.2 Articles of Association (as amended)*
4.3 Specimen share certificate*
4.4 Garmin International, Inc. Savings and Profit Sharing Plan
4.5 Amendment No. 1 Garmin International, Inc. Savings and Profit Sharing
Plan
5.1 The Registrant undertakes that it will submit the Garmin International,
Inc. Savings and Profit Sharing Plan (the "Plan") and any amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner
and will make all changes required by the IRS in order to qualify the
Plan.
23.1 Consent of Ernst & Young LLP
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* Filed as an exhibit to Registrant's registration statement on Form S-1
(File No. 333-45514) and incorporated herein by reference.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement;
(i) to include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at
the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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 of the restated certificate of
incorporation and by-laws of the Registrant and the provisions of the Delaware
law described under Item 6 above, the Registrant has been advised that in the
opinion of the Securities and Exchange 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.
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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 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 the
_27th day of December, 2000.
Garmin Ltd.
By: /s/ Min H. Kao
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Min H. Kao
Co-Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Min H. Kao, Gary L. Burrell and Andrew R. Etkind, and
each of them, his true and lawful attorneys-in-fact and agents, each 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, 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, granting unto said attorneys-in-fact and agents, and each of them,
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
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents or their 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 below by the following persons in the
capacities indicated on the dates indicated.
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Signature Title Date
<S> <C> <C>
/s/ Min H. Kao Co-Chairman; Co-Chief Executive Officer December 27, 2000
--------------------- (Co-Principal Executive Officer)
Min H. Kao
/s/ Gary L. Burrell Co-Chairman; Co-Chief Executive Officer December 27, 2000
--------------------- (Co-Principal Executive Officer)
Gary L. Burrell
/s/ Kevin Rauckman Chief Financial Officer December 27, 2000
--------------------- (Principal Financial Officer and Principal
Kevin Rauckman Accounting Officer)
/s/ Ruey-Jeng Kao Director December 27, 2000
---------------------
Ruey-Jeng Kao
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