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: May 11,
2010
Trimble Navigation
Limited
(Exact
name of registrant as specified in its charter)
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California
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001-14845
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94-2802192
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer I.D. No.)
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935 Stewart Drive,
Sunnyvale, California, 94085
(Address
of principal executive offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (408)
481-8000
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01. Regulation FD Disclosure.
On May
11, 2010, Trimble Navigation Limited (“Trimble”) issued a press release
reporting that it had reached an agreement with the Internal Revenue Service
(“IRS”) with respect to its audit of Trimble’s income tax returns for the years
2005, 2006 and 2007. As part of the audit, the IRS examined the
valuation and payment arrangement for the 2006 license of specified Trimble
intellectual property rights to a foreign-based Trimble subsidiary. The
consideration for this license was established based on the Company’s estimate
of the ongoing royalties that would have been received in a similar license
arrangement to an unrelated third-party licensee. Pursuant to the
resolution, Trimble agreed to accelerate the payments under the existing royalty
arrangement leading to a one-time lump-sum payment. The resolution of
this and all matters related to this audit will result in a charge to Trimble’s
second quarter 2010 Condensed Consolidated Statements of Income of approximately
$33 million, due to a one-time payment to the IRS and state agencies offset by
applicable reserves. As a result, excluding this one-time charge,
Trimble’s ongoing tax rate for 2010 and the foreseeable future beyond 2010 is
expected to be 22 percent to 24 percent. Trimble also revised its
guidance for its financial results for its second quarter. A copy of
the press release is furnished as Exhibit 99.1 and is incorporated herein by
this reference.
The
information in this Current Report on Form 8-K, including the exhibit, is
furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
(“Exchange Act”), or otherwise subject to the liabilities of that
section. The information in this Current Report on Form 8-K shall not
be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, whether made before or after the date of this
Current Report, regardless of any general incorporation language in such
filing.
Item
9.01 Financial Statements and Exhibits.
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99.1
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Press
Release dated May 11, 2010 relating to Trimble’s IRS audit resolution and
updated guidance.
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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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TRIMBLE
NAVIGATION LIMITED
a
California corporation
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Dated:
May 11, 2010
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By:
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/s/
Rajat Bahri
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Rajat
Bahri
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release dated May 11, 2010 relating to Trimble’s IRS audit resolution and
updated guidance.
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