UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: June 10, 2005
(Date of earliest event reported)
GARMIN LTD.
(Exact name of registrant as specified in its charter)
Cayman Islands 0-31983 98-0229227
(State or other jurisdiction (Commission (I.R.S. Employer
Identification Number)
of incorporation or organization) File Number)
P.O. Box 30464SMB
5th Floor, Harbour Place
103 South Church Street
George Town, Grand Cayman, Cayman Islands
(Address of principal executive offices, including zip code)
(345) 946-5203
(Registrant's telephone number, including area code)
Item 8.01. Other Events.
This Form 8-K sets forth a revised description of the shareholder rights
plan adopted by Garmin Ltd. in October 2001.
Declaration of Rights Dividend
On October 24, 2001, the Board of Directors of Garmin Ltd. (the "Company")
declared a dividend distribution of one Right for each outstanding share of the
Company's Common Shares, $0.01 par value per share (the "Common Shares") to the
shareholders of record on November 1, 2001 (the "Record Date"). The complete
terms and conditions of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and UMB Bank, N.A., dated as of October
25, 2001, as may be amended from time to time.
Each Right entitles the registered holder to purchase from the Company
1/1,000ths of a share ("Unit") of the Company's Series A Preferred Shares
("Preferred Shares") at a price of $95.00 per Unit upon certain events, subject
to adjustment as described below. The Rights are not exercisable until the
Distribution Date (as defined below). The Rights will expire on October 31, 2011
("Expiration Date"), unless earlier redeemed by the Company as described below.
Rights Initially Attached to and Trade with Common Shares
Until the Distribution Date (as defined below), the Rights will be
evidenced by certificates for the associated Common Shares. The certificates for
Common Shares issued after the Record Date, but prior to the Distribution Date,
will have a notation referencing the Rights Agreement. Until the earlier of
Distribution Date or the Expiration Date, the Rights will be transferred with
and only with the Company's Common Shares and the surrender for transfer of any
Common Share certificate will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.
When Rights Separate from Common Shares and Become Exercisable
The Rights will separate and become exercisable on the Distribution Date,
which will occur upon the earlier of (unless extended by the Board of
Directors): (i) the close of business on the tenth calendar day after the public
announcement by the Company or an Acquiring Person that an Acquiring Person has
become such (the "Share Acquisition Date"), or (ii) close of business on the
tenth calendar day after the commencement or first public announcement of an
intention to make a tender offer or exchange offer that would result in a person
or entity becoming an Acquiring Person. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Company's Common
Shares as of the close of business on the Distribution Date and such separate
Rights Certificates alone will evidence the Rights.
Under the Rights Agreement, an Acquiring Person is a person or entity who,
together with all affiliates or associates, is the beneficial owner of 15% or
more of the Common Shares then outstanding, whether or not such person or entity
continues to be the beneficial owner of such percentage, but does not include:
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(i) the Company; (ii) any subsidiary of the Company; (iii) any employee benefit
plan of the Company or of any subsidiary of the Company, or any person or entity
organized, appointed or established by the Company or by any subsidiary of the
Company for or pursuant to the terms of any such plan; (iv) Min H. Kao or any of
his Family Members; (v) Gary L. Burrell or any of his Family Members; (vi) any
inter vivos or testamentary trust or any other foundation or other entity (a)
with respect to which either Min H. Kao or Gary L. Burrell or any of their
Family Members is treated as a grantor for United States federal income tax
purposes, or (b) of which Min H. Kao or Gary L. Burrell or any of their Family
Members owns more than 50% of the beneficial or voting interests, or otherwise
controls management of the assets, or (c) of which all the beneficiaries,
whether current or remainder, are Family Members of either Min H. Kao or Gary L.
Burrell, (vii) any Charitable Organization or (viii) any person or entity who,
together with all affiliates and associates of such person or entity, would
become an Acquiring Person solely as a result of a reduction of the number of
Common Shares of the Company outstanding, including repurchases of outstanding
Common Shares of the Company by the Company, which reduction increases the
percentage of outstanding Common Shares of the Company beneficially owned by
such person or entity until such person or entity shall thereafter become the
beneficial owner of any additional Common Shares. The Rights Agreement defines
"Family Members" with respect to a natural person as the person's spouse and any
descendant (whether adopted or biological) of a parent of the person and the
spouse of any such descendant and "Charitable Organization" as any organization
which is described in Section 170(c) or 2055(a) of the United States Internal
Revenue Code of 1986, as amended.
Adjustment of Rights Upon Occurrence of a Triggering Event
In the event that a person or entity becomes an Acquiring Person (except
pursuant to a Permitted Offer), each holder of a Right, other than Rights that
are or were beneficially owned by the Acquiring Person and any affiliate or
associate (which will thereafter be null and void), will thereafter have the
right to receive upon exercise that number of whole or fractional Preferred
Shares (or in certain circumstances, Common Shares or other securities of the
Company) having a market value of two times the exercise price of the Right.
In the event that after a Share Acquisition Date the Company is acquired in
a merger or other business combination transaction (other than such a
transaction which follows a Permitted Offer and satisfies certain other
conditions) or more than 50 percent of the Company's (together with its
subsidiaries) assets or earning power are sold, each holder of a Right, other
than Rights that are or were beneficially owned by an Acquiring Person or any
affiliate or associate (which will thereafter be null and void), shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of the common stock
of the acquiring company (or certain of its affiliates) that at the time of such
transaction would have a market value of two times the exercise price of the
Right.
A "Permitted Offer" is defined in the Rights Agreement as a tender offer or
exchange offer that is for all outstanding Common Shares of the Company at a
price and on terms determined to be adequate prior to the purchase of shares
under such tender or exchange offer, by at least 70% of the members of the Board
of Directors of the Company, taking into account all factors that such directors
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deem relevant including, without limitation, prices that could reasonably be
achieved if the Company or its assets were sold on an orderly basis designed to
realize maximum value and otherwise in the best interests of the Company and its
shareholders (other than the person or entity or any affiliate or associate
thereof for whose benefit the offer is being made).
Redemption of Rights
At any time prior to the Share Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $0.02 per Right (the "Redemption
Price"). Following the Share Acquisition Date, but prior to an event listed in
Section 13(a) of the Rights Agreement (i.e. a merger, consolidation or sale of
more than 50 percent of the assets or earnings power of the Company and its
subsidiaries), the Company's right of redemption may be reinstated (i) in
connection with any event specified in Section 13(a) in which all shareholders
are treated alike and which does not include the Acquiring Person or its
affiliates or associates and certain other related persons or entities (other
than as a holder of Common Shares being treated like all other holders of Common
Shares) or (ii) following an inadvertent trigger of the Rights (as determined by
the Board) if an Acquiring Person reduces its beneficial ownership to 10 percent
or less of the outstanding Common Shares of the Company in a transaction or
series of transactions not involving the Company. Immediately upon the action of
the Board of Directors of the Company electing to redeem the Rights, the right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
Amendment of Rights Agreement
Prior to the Distribution Date the Company may amend or supplement any
provision of the Rights Agreement without the consent of the holders of the
Rights. Following the Distribution Date, subject to certain exceptions, the
Company may amend the provisions of the Rights Agreement in order to cure any
ambiguity, to correct any defect or inconsistency, and to make changes deemed
necessary or desirable so long as such changes do not adversely affect the
interests of the holders of the Rights (excluding the interests of any Acquiring
Person and its affiliates and associates). In either case, however, the Company
may not amend or supplement the Rights Agreement to change or supplement the
Redemption Price, Final Expiration Date, the Purchase Price or the number of
1/1,000ths of a share of Preferred Shares for which a Right is exercisable.
Adjustment of Rights and Securities Upon Certain Events
The Purchase Price payable, and the number of Preferred Shares (or Common
Shares or other securities, as the case may be) issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a share dividend on, or a subdivision, combination or
reclassification of the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for shares of the
Preferred Shares or convertible securities at less than the current market price
of the Preferred Shares or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends out of earnings or retained earnings or dividends
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payable in the Preferred Shares) or of subscription rights or warrants (other
than those referred to above).
The number of outstanding Rights attached to each Common Share is subject
to adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or a subdivision or
combination of the Common Shares, occurring prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1
percent in such Purchase Price. The Company is not required to issue fractional
shares (other than fractional shares which are integral multiples of 1/1,000ths
of a share of Preferred Shares) and, in lieu thereof, may make an adjustment in
cash based on the market price of the Preferred Shares on the last trading date
prior to the date of exercise.
Terms of Preferred Shares
The voting powers, preferences, rights, qualifications, limitations and
restrictions applicable to the Preferred Shares are as follows:
Dividends. Each Preferred Share entitles the holder thereof to receive
quarterly dividends payable in cash, when, as and if declared by the Board out
of funds legally available for that purpose, and only after payment of, or
provision for, full dividends on all outstanding shares of any senior series of
preferred stock, but prior to the payment of any dividends on any junior series
of capital stock, in an amount per share equal to the greater of $10.00 or 1,000
times the aggregate cash and non-cash dividends or other distributions declared
on the Company's Common Shares. The Company is required to declare such
dividends on the Preferred Shares immediately after it declares any dividend on
the Company's Common Shares, provided that if the Company does not declare any
dividend on the Common Shares during any quarter, the dividend payable on the
Preferred Shares is nonetheless payable. Unpaid dividends on the Preferred
Shares accrue and are cumulative, but do not bear interest. Dividends paid on
the Preferred Shares in an amount less than total accrued, unpaid dividends are
allocated on a pro-rata basis. The amount of the dividend payable per share is
subject to appropriate adjustment for stock splits and other events.
Restriction on Distributions and Redemptions When Dividends Are Unpaid.
During any time in which dividends on the Preferred Shares are unpaid, the
Company generally may not pay any dividends on, make any distributions on, or
redeem any junior series of capital stock of the Company, and any such
distributions on, or redemption of any parity series of capital stock of the
Company shall be on a pro-rata basis with the Preferred Shares.
Conversion. The Preferred Shares are not convertible into Common Shares.
Redemption. The Preferred Shares are not redeemable.
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Voting. Each Preferred Share entitles the holder thereof to one vote on all
matters submitted to a vote of the Company's shareholders, voting together with
holders of Common Shares as one class on all such matters. The number of votes
per share of Preferred Shares is subject to appropriate adjustment for certain
stock splits and other events.
Liquidation. In the event of the Company's voluntary or involuntary
liquidation, dissolution or winding up, no distribution shall be made with
respect to any junior series of capital stock unless the holders of the
Preferred Shares shall have first received a liquidation preference in an amount
equal to 1,000 times the aggregate amount to be distributed to holders of the
Common Shares. In the event that there are insufficient assets available to pay
the liquidation preference of the holders of Preferred Shares in full, then the
Company's remaining assets shall be distributed to the holders of the Preferred
Shares, and the holders of any series of capital stock on a parity with the
Preferred Shares, on a pro-rata basis. The amount of the liquidation preference
payable to holders of Preferred Shares is subject to appropriate adjustment for
stock splits and other events.
Preemption. Holders of Preferred Shares do not have preemptive rights with
respect to the purchase of any series of the Company's capital stock.
Mergers. In the event of any merger, consolidation or other transaction in
which Common Shares are changed or exchanged, holders of the Preferred Shares
will be entitled to receive an amount equal to 1,000 times the aggregate amount
of consideration received per Common Share. The amount of consideration to be
received by the holders of Preferred Shares in the event of any merger,
consolidation or other transaction in which Common Shares are changed or
exchanged is subject to appropriate adjustment for stock splits and other
events.
Fully Paid and Nonassessable. Once purchased, as provided for in the Rights
Agreement, Preferred Shares will be fully paid and nonassessable.
Amendment. The voting powers, preferences, rights, qualifications,
limitations and restrictions applicable to the Preferred Shares may not be
materially altered or changed adversely to the holders of the Preferred Shares
except upon the written consent of holders of three-fourths of the nominal value
of the Preferred Shares outstanding, or by resolution passed by the holders of
the Preferred Shares, voting as a class, at a meeting of the holders of
Preferred Shares.
No Rights as Shareholder
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Certain Tax Consequences
While the distribution of the Rights will not be taxable to shareholders of
the Company, shareholders may, depending on the circumstances, recognize taxable
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income in the event that the Rights become exercisable for the Preferred Shares
(or other securities, as the case may be) of the Company.
Rights Agreement
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, filed as
Exhibit 4.1 hereto.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description
-------------- -----------
4.1 Rights Agreement, dated as of October 25, 2001, between
Garmin Ltd. and UMB Bank, N.A., as Rights Agent
(incorporated herein by reference to Exhibit 4 to
Garmin Ltd.'s Current Report on Form 8-K filed on
October 26, 2001).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GARMIN LTD.
By: /s/ Andrew R. Etkind
Andrew R. Etkind
General Counsel and Secretary
Date: June 10, 2005
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4.1 Rights Agreement, dated as of October 25, 2001, between
Garmin Ltd. and UMB Bank, N.A., as Rights Agent
(incorporated herein by reference to Exhibit 4 to
Garmin Ltd.'s Current Report on Form 8-K filed on
October 26, 2001).
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