As filed with the Securities and Exchange Commission on May 11, 2005
Registration No. 333-___________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 No.)
5TH Floor, Harbour Place, P.O. Box 30464 SMB
103 South Church Street
George Town, Grand Cayman, Cayman Islands
(345) 946-5203
(Address and Telephone Number of Principal Executive Offices)
Garmin International, Inc. 401(k) and Pension Plan
(f/k/a Garmin International, Inc. Savings and Profit Sharing Plan)
(Full title of the 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)
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Copies to:
John A. Granda, Esq.
Stinson Morrison Hecker LLP
1201 Walnut Street
Kansas City, Missouri 64106
(816) 842-8600
CALCULATION OF REGISTRATION FEE
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Maximum
offering Proposed maximum
Amount to be price per aggregate offering Amount of
Title of securities to be registered(1) registered (2) share (3) price registration fee
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Common Shares, $0.01 par value(4) 500,000 $40.58 $20,287,500 $2,387.84
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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) This Registration Statement also relates to an indeterminate number of
additional common shares that may be issued pursuant to anti-dilution and
adjustment provisions of the above named plan.
(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h)(1) of the Securities Act of 1933, based
on the average of the high and low prices of the Common Shares as quoted on
the Nasdaq National Market on May 5, 2005.
(4) This Registration Statement also relates to rights to purchase Common
Shares of the Registrant which are attached to all Common Shares issued,
pursuant to the terms of the Registrant's Shareholder Rights Agreement
dated as of October 15, 2001. Until the occurrence of certain prescribed
events, the rights are not exercisable, are evidenced by the certificate
for the Common Shares and will be transferred with and only with such
Common Shares. Because no separate consideration is paid for the rights,
the registration fee therefore is included in the fee for Common Shares.
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EXPLANATORY NOTE
This registration statement is being filed to register 500,000 additional
Common Shares issuable under the Garmin International, Inc. 401(k) and Pension
Plan (f/k/a Garmin International, Inc. Savings and Profit Sharing Plan) (the
"Plan").
INCORPORATION OF INFORMATION
Pursuant to General Instruction E to Form S-8, all the contents of
Registration Statement No. 333-52766 (filed December 27, 2000) are hereby
incorporated by reference into this Registration Statement.
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, State of Kansas, on May 11, 2005.
By: /s/ Min H. Kao
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Name: Min H. Kao
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Min H. Kao, Kevin Rauckman and Andrew R.
Etkind and each of them, the undersigned's true and lawful attorneys-in-fact and
agents with full power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all 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 in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Min H. Kao Chairman of the Board of Directors, May 11, 2005
------------------------ Chief Executive Officer and
MIN H. KAO Director (principal executive officer)
/s/ Kevin Rauckman Chief Financial Officer and Treasurer May 11, 2005
------------------------ (principal financial officer)
KEVIN RAUCKMAN
/s/ Charles W. Peffer Director May 11, 2005
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CHARLES W. PEFFER
/s/ Clifton A. Pemble Director May 11, 2005
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CLIFTON A. PEMBLE
/s/ Gene M. Betts Director May 11, 2005
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GENE M. BETTS
/s/ Donald H. Eller Director May 11, 2005
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DONALD H. ELLER
/s/ Thomas A. McDonnell Director May 11, 2005
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THOMAS A. MCDONNELL
EXHIBIT INDEX
Exhibit Number Description
4.1 Garmin International, Inc. 401(k) and Pension Plan (f/k/a
Garmin International, Inc. Savings and Profit Sharing Plan),
as amended and restated (filed herewith)
5.1 Opinion of Maples and Calder, Cayman Islands counsel to the
registrant, regarding the legality of the securities being
registered
5.2 Favorable Opinion Letter, dated February 27, 2002, issued by
the Internal Revenue Service to T. Rowe Price Trust Company,
the prototype plan sponsor of the form of plan document used
for the Garmin International, Inc. 401(k) and Pension Plan.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Maples and Calder (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)