Attached files
| file | filename |
|---|---|
| EX-3.2 - GARMIN LTD | v188974_ex3-2.htm |
| EX-3.1 - GARMIN LTD | v188974_ex3-1.htm |
| EX-10.4 - GARMIN LTD | v188974_ex10-4.htm |
| EX-10.8 - GARMIN LTD | v188974_ex10-8.htm |
| EX-10.3 - GARMIN LTD | v188974_ex10-3.htm |
| EX-10.2 - GARMIN LTD | v188974_ex10-2.htm |
| EX-99.1 - GARMIN LTD | v188974_ex99-1.htm |
| EX-10.9 - GARMIN LTD | v188974_ex10-9.htm |
| EX-10.5 - GARMIN LTD | v188974_ex10-5.htm |
| EX-10.6 - GARMIN LTD | v188974_ex10-6.htm |
| EX-10.7 - GARMIN LTD | v188974_ex10-7.htm |
| EX-10.1 - GARMIN LTD | v188974_ex10-1.htm |
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 (Date of earliest event reported): June 27,
2010
Garmin
Ltd.
(Exact
name of registrant as specified in its charter)
|
Switzerland
(State
or other jurisdiction of
incorporation)
|
0-31983
(Commission
File
Number)
|
98-0229227
(I.R.S.
Employer
Identification
No.)
|
Vorstadt
40/42
8200
Schaffhausen
Switzerland
(Address
of principal executive office)(Zip Code)
+41
52 620 14 01
(Registrant’s
telephone number, including area code)
P.O.
Box 10670, Grand Cayman KY1-1006
Suite
3206B, 45 Market Street, Gardenia Court
Camana
Bay, Cayman Islands
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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In
connection with the Redomestication (as such term is defined in Item 8.01
below), Garmin Ltd., a Cayman Islands company (“Garmin Cayman”) and Garmin Ltd.,
a Swiss stock corporation having its registered seat in Schaffhausen, in the
Canton of Schaffhausen, Switzerland (“Garmin Switzerland”), entered into a
Transaction Agreement pursuant to which, among others:
|
|
·
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Garmin
Cayman assigned to Garmin Switzerland, and Garmin Switzerland assumed, the
Equity Compensation and Benefit Plans (as such term is defined in the
Transaction Agreement) of Garmin Cayman, including all award or grant
documents or agreements thereunder;
and
|
|
|
·
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Garmin
Switzerland agreed to continue the share repurchase program announced by
Garmin Cayman in February 2010.
|
The
Transaction Agreement was consummated upon completion of the
Redomestication.
The above
description of the Transaction Agreement is qualified in its entirety by
reference to the Transaction Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
|
Prior to
the Redomestication, the Garmin Cayman common shares were registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and listed on the NASDAQ Global Select Market under the symbol
“GRMN.” As a result of the Redomestication, the outstanding Garmin
Cayman common shares were exchanged for Garmin Switzerland registered shares.
Accordingly, Garmin Cayman requested that the NASDAQ Stock Market file with the
Securities and Exchange Commission (the “SEC”) a Form 25 to remove the Garmin
Cayman common shares from listing on the NASDAQ Global Select
Market. Garmin Cayman expects to file a Form 15 with the SEC to
terminate the registration of the Garmin Cayman common shares and suspend its
reporting obligations under Sections 13 and 15(d) of the Exchange
Act.
Pursuant
to Rule 12g-3(a) promulgated under the Exchange Act, the Garmin Switzerland
registered shares are deemed registered under Section 12(b) of the Exchange
Act. The Garmin Switzerland registered shares were approved for
listing on the NASDAQ Global Select Market and began trading under the symbol
“GRMN,” the same symbol under which the Garmin Cayman common shares previously
traded, on June 28, 2010.
The
description of the Redomestication under Item 8.01 hereof is incorporated by
reference in this Item 3.01.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
description of the Redomestication under Item 8.01 hereof is incorporated by
reference in this Item 3.02.
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Item
3.03
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Material
Modification to the Rights of Security
Holders.
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The
information and descriptions included under Item 5.03 and Item 8.01 hereof are
incorporated by reference in this Item 3.03.
2
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Item
5.01
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Changes
in Control of Registrant.
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Pursuant
to the Redomestication, each Garmin Cayman common share was exchanged for one
registered share of Garmin Switzerland. As a result of the
Redomestication, Garmin Cayman became a wholly-owned subsidiary of Garmin
Switzerland.
The
description of the Redomestication under Item 8.01 hereof is incorporated by
reference in this Item 5.01.
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e)
Effective as of June 27, 2010, the Company amended and restated the Garmin Ltd.
2000 Equity Incentive Plan, the Garmin Ltd. 2000 Non-Employee Directors’ Option
Plan, the Garmin Ltd. Amended and Restated Employee Stock Purchase Plan, and the
Garmin Ltd. 2005 Equity Incentive Plan (collectively, the “Plans”) to provide
for the issuance of Garmin Switzerland registered shares instead of the common
shares of Garmin Cayman in connection with the awards under the
Plans. Additionally, the amendments to the Plans include changes to
comply with Swiss law regarding minimum payment for shares, share sourcing, the
form of shares, data protection and forfeiture of restricted
shares. A copy of each Plan, as amended, is filed herewith as Exhibit
10.2, Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5, respectively, and
incorporated herein by reference, and the foregoing summary of the Plans is
qualified in its entirety by reference to such exhibits.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On June
27, 2010, in connection with and effective upon completion of the
Redomestication, Garmin Switzerland amended its articles of
association. The summary of the material terms of the articles of
association, as amended, and the comparison of the rights of shareholders under
the amended articles of association described under the headings “Description of
Garmin Switzerland Shares” and “Comparison of Rights of Shareholders” in Garmin
Cayman’s definitive proxy statement filed with the SEC on April 9, 2010 is
incorporated herein by reference. The complete text of the articles
of association, as amended, of Garmin Switzerland is filed herewith as Exhibit
3.1 and is incorporated herein by reference., and the summary of the articles of
association is qualified in its entirety by reference to Exhibit
3.1.
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Item
8.01
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Other
Events.
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At 3:00
a.m., Cayman Islands time, on June 27, 2009, Garmin Cayman and Garmin
Switzerland completed a transaction effected by way of a scheme of arrangement
under Cayman Islands law (the “Scheme of Arrangement”) pursuant to which each
holder of Garmin Cayman common shares outstanding immediately prior to the
effectiveness of the Scheme of Arrangement received one Garmin Switzerland
registered share in exchange for each outstanding Garmin Cayman common share
(the “Redomestication”). As a result of the Redomestication, Garmin
Cayman became a direct, wholly-owned subsidiary of Garmin
Switzerland. The registered shares issued by Garmin Switzerland on
June 27, 2010 in connection with the Scheme of Arrangement to the holders of
common shares of Garmin Cayman were exempt from registration under Section
3(a)(10) of the Securities Act of 1933, as amended.
On June
28, 2010, Garmin Switzerland issued a press release announcing the completion of
the Redomestication. The press release is attached as Exhibit 99.1
hereto.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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3
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Exhibit No.
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Description
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3.1
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Articles
of Association, as amended, of Garmin Switzerland
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3.2
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Organizational
Regulations of Garmin Switzerland
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10.1
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Transaction
Agreement between Garmin Cayman and Garmin Switzerland, dated as of May
21, 2010
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10.2
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Garmin
Ltd. Amended and Restated 2000 Equity Incentive Plan
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10.3
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Garmin
Ltd. Amended and Restated 2000 Non-Employee Directors’ Option
Plan
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10.4
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Garmin
Ltd. Amended and Restated Employee Stock Purchase Plan
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10.5
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Garmin
Ltd. Amended and Restated 2005 Equity Incentive Plan
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10.6
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Form
of Stock Option Agreement pursuant to the Garmin Ltd. Amended and Restated
2000 Non-Employee Directors' Option Plan
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10.7
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Form
of Performance Shares Award Agreement pursuant to the Garmin Ltd. 2005
Equity Incentive Plan
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10.8
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Form
of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005
Equity Incentive Plan, for Swiss residents
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10.9
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Form
of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005
Equity Incentive Plan, for non-Swiss residents
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99.1
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Press
Release dated June 28, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Garmin
Ltd.
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||
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By:
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/s/ Andrew R. Etkind
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Andrew
R. Etkind
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Vice
President, General Counsel and
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||
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Secretary
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||
Date:
June 28, 2010
4
EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Articles
of Association, as amended, of Garmin Switzerland
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|
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3.2
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Organizational
Regulations of Garmin Switzerland
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10.1
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Transaction
Agreement between Garmin Cayman and Garmin Switzerland, dated as of May
21, 2010
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|
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10.2
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Garmin
Ltd. Amended and Restated 2000 Equity Plan
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10.3
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Garmin
Ltd. Amended and Restated 2000 Non-Employee Directors’ Option Plan, as
amended
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10.4
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Garmin
Ltd. Amended and Restated Employee Stock Purchase Plan
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10.5
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Garmin
Ltd. Amended and Restated 2005 Equity Incentive Plan
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10.6
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Form
of Stock Option Agreement pursuant to the Garmin Ltd. Amended and Restated
2000 Non-Employee Directors' Option Plan
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10.7
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Form
of Performance Shares Award Agreement pursuant to the Garmin Ltd. 2005
Equity Incentive Plan
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10.8
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Form
of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005
Equity Incentive Plan, for Swiss residents
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10.9
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Form
of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2005
Equity Incentive Plan, for non-Swiss residents
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99.1
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Press
Release dated June 28, 2010
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5