As filed with the Securities and Exchange Commission on May 31, 2000
Registration No. 333-______
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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)
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California 94-2802192
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(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)
1988 Employee Stock Purchase Plan
1993 Stock Option Plan
(Full title of the plans)
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
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
---------------------------------------- ----------------- ---------------------- ---------------------- -------------------
Common Stock
<S> <C> <C> <C> <C>
1988 Employee Stock Purchase Plan... 200,000 $31.2375(1) $ 6,247,500.00(1) $1,649.00
1993 Stock Option Plan.............. 925,000 $36.7500(2) $33,993,750.00(2) $8,975.00
TOTALS 1,125,000 $40,241,250.00 $10,624.00
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<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 24, 2000.
(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 24, 2000.
</FN>
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</TABLE>
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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, Registration No. 333-28429 dated
June 3, 1997, Registration No. 333-53703 dated May 27, 1998, and Registration
No. 333-84949 dated August 11, 1999.
Item 8. Exhibits.
Exhibit
Number
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.59 1993 Stock Option Plan, as amended May 11, 2000
10.60 1988 Employee Stock Purchase Plan, as amended May 11, 2000
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
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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 31, 2000.
TRIMBLE NAVIGATION LIMITED
By: /s/ Steven W. Berglund
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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.
3
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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
----------------------------- ------------------------------------ -----------
/s/ Steven W. Berglund President, Chief Executive Officer
---------------------------- (Principal Executive Officer)
(Steven W. Berglund) and Director May 31, 2000
/s/ Mary Ellen Genovese Vice President of Finance Chief
---------------------------- Financial Officer Corporate Controller
(Mary Ellen Genovese) and Assistant Secretary (Principal
Financial Officer and Principal
Accounting Officer) May 31, 2000
/s/ Robert S. Cooper
---------------------------
(Robert S. Cooper) Director May 31, 2000
/s/ John B. Goodrich
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(John B. Goodrich) Corporate Secretary and Director May 31, 2000
/s/ William Hart
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(William Hart) Director May 31, 2000
/s/ Ulf J. Johansson
---------------------------
(Ulf J. Johansson) Director May 31, 2000
/s/ Norman Y. Mineta
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(Norman Y. Mineta) Director May 31, 2000
/s/ Bradford W. Parkinson
---------------------------
(Bradford W. Parkinson) Director May 31, 2000
4
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TRIMBLE NAVIGATION LIMITED
CERTIFICATE OF SECRETARY
John B. Goodrich 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 January 26, 2000, and
such resolutions have not been amended or revoked and are in full force and
effect on the date hereof..
IN WITNESS WHEREOF, I have executed this certificate May 31, 2000.
/s/ John B. Goodrich
-------------------------------------
John B. Goodrich, Secretary
5
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RESOLUTIONS ADOPTED BY THE
BOARD OF DIRECTORS OF
TRIMBLE NAVIGATION LIMITED
AMENDMENT OF STOCK PLANS
1993 Stock Option Plan
RESOLVED: That the board hereby increases by 925,000 shares the number of
shares of the Company's common stock available for issuance under the Company's
1993 Stock Option Plan from 5,000,000 shares to 5,925,000 shares.
1988 Employee Stock Purchase Plan
RESOLVED: That the board hereby increases by 200,000 shares the number of
shares of the Company's common stock available for issuance under the Company's
1988 Employee Stock Purchase Plan from 2,950,000 shares to 3,150,000 shares.
6
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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 11, 2000
10.60 1988 Employee Stock Purchase Plan, as amended May 11, 2000
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
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