SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-A12G/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 GARMIN LTD. (Exact name of Registrant as specified in its charter) CAYMAN ISLANDS 98-0229227 (State of incorporation (I.R.S. Employer or organization) Identification No.) P.O. BOX 30464SMB 5TH FLOOR, HARBOUR PLACE 103 SOUTH CHURCH STREET GEORGE TOWN, GRAND CAYMAN, CAYMAN ISLANDS NOT APPLICABLE (Address of principal executive offices) (Zip Code) 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. [ ] Not Applicable. 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: Not applicable. Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Rights to Purchase Series A Preferred Shares INFORMATION REQUIRED IN REGISTRATION STATEMENT This Amendment No. 1 amends the Registrant's Registration Statement on Form 8-A dated June 10, 2005 (the "Registration Statement") in connection with the Registrant's registration of the Rights to Purchase Series A Preferred Shares ("Rights"). This Amendment No. 1 is being filed to include as an exhibit to this Registration Statement the Amendment dated as of November 7, 2005 (the "Amendment") to the Rights Agreement (the "Rights Agreement") between the Company and UMB Bank, n.a., dated as of October 25, 2001. The Amendment is for the purposes of clarifying a possible ambiguity and correcting certain typographical errors contained in the Rights Agreement. Except as amended hereby, there are no other changes to the Registration Statement. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. No changes. ITEM 2. EXHIBITS. 1.1 Amendment dated as of November 7, 2005 to the Rights Agreement dated as of October 25, 2001 between the Company and UMB Bank, n.a. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. GARMIN LTD. Date: November 11, 2005 By: /s/ Andrew R. Etkind --------------------------------- Andrew R. Etkind General Counsel and Secretary EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 1.1 Amendment dated as of November 7, 2005 to the Rights Agreement dated as of October 25, 2001 between the Company and UMB Bank, n.a.