Filed pursuant to Rule 424(b)(5),
Registration No. 333-103676
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated March 28, 2003)
Up to 2,100,000 Shares
TRIMBLE NAVIGATION LIMITED
Common Stock
We are offering up to 2,100,000 shares of our common stock, no par
value, to one or more institutional investors pursuant to this prospectus
supplement and the accompanying prospectus. The common stock will be purchased
at the negotiated price of $18.25 per share.
Our common stock is traded on the Nasdaq National Market under the
symbol "TRMB." On April 8, 2003, the last reported sale price for our common
stock on the Nasdaq National Market was $20.04 per share.
--------------------
Investing in our common stock involves risks. See "Risk Factors"
beginning on page S-3 of this prospectus supplement and page 3 of the
accompanying prospectus.
--------------------
Per Share Maximum
Offering
-------- --------
Public offering price............................ $18.25 $38,325,000
Placement agent fees............................. $0.63875 $1,341,375
Proceeds, before expenses, to Trimble............ $17.61125 $36,983,625
========= ===========
Gerard Klauer Mattison & Co., Inc. has been retained to act as agent for us
in connection with the arrangement of this transaction. We have agreed to pay
Gerard Klauer Mattison & Co., Inc. the placement agent fees set forth in the
table below. The placement agent is not required to sell any specific number or
dollar amount of shares, but will use its best efforts to arrange for the sale
of all 2,100,000 of the shares. See "Plan of Distribution" in this prospectus
supplement.
We expect the total offering expenses, excluding placement agent fees, to
be approximately $350,000 for all sales pursuant to this prospectus supplement.
Because there is no minimum offering amount required as a condition to closing
in this offering, the actual public offering amount, placement fees and proceeds
to Trimble, if any, are not presently determinable and may be substantially less
than the maximum amounts set forth above. It is expected that the sale of up to
2,100,000 shares pursuant to this offering will be completed on April 14, 2003.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
--------------------
Gerard Klauer Mattison
As Placement Agent
The date of this prospectus supplement is April 9, 2003.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
Forward Looking Statements.................................................. ii
Prospectus Supplement Summary............................................... S-1
Risk Factors................................................................ S-3
Use Of Proceeds............................................................. S-4
Plan of Distribution........................................................ S-5
Legal Matters............................................................... S-6
Experts..................................................................... S-6
Where You Can Find More Information......................................... S-6
PROSPECTUS
About This Prospectus........................................................ 1
Summary...................................................................... 2
Risk Factors................................................................. 3
Forward Looking Statements................................................... 11
Use Of Proceeds.............................................................. 11
Description Of The Common Stock We May Offer................................. 12
Plan Of Distribution......................................................... 13
Validity Of Securities....................................................... 14
Experts...................................................................... 14
Incorporation Of Certain Information By Reference............................ 14
Where You Can Find More Information.......................................... 14
--------------------
You should rely only on the information contained in this document or
to which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may be used only where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
Trimble, SiteVision, GeoExplorer, AgGPS, Thunderbolt, FirstGPS, and
CrossCheck are trademarks of Trimble Navigation Limited registered in the United
States Patent and Trademark Office. Spectra Precision, Lassen, Force, Galaxy,
EZ-Guide, Placer, Trimble Toolbox and Telvisant are trademarks of Trimble
Navigation Limited. All other trademarks are the property of their respective
owners.
FORWARD LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contains or
incorporates by reference certain forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act, including those identified by the words "believes", "expects" and similar
expressions. These forward-looking statements include, among others, statements
related to changes in market demand, competitive market conditions, market
acceptance of existing or new products, especially in our Mobile Solutions
business, guidance related to our future financial performance, fluctuations in
foreign currency exchange rates, the cost and availability of components, our
ability to manufacture and ship products, the mix of our customer base and sales
channels, the mix of products sold, our ability to expand our sales and
marketing organization effectively, our ability to attract and retain key
technical and managerial employees, the timing of shipments of products under
contracts and sale of licensing rights, development of new products, disputes
related to our business, inventory, successful integration of acquisitions, the
seasonality of some of our customers' demand and general global economic
conditions.
These statements are subject to risks and uncertainties, including
those set forth in the Risk Factors section in both this prospectus supplement
and the prospectus, and actual results could differ materially from those
expressed or implied in these statements. For example, the overall health of the
economy and the uncertainty over the war with Iraq and post-war Iraq may result
in reduced capital spending, which could impair our ability to reach the
forecasted growth in GPS component technologies and GPS survey and machine
control products. Whether we achieve our guidance will depend on a number of
factors, including the continued uncertain economic climate, as well as the
other risks detailed under the heading "Risk Factors." All forward-looking
statements included in this prospectus are made as of the date hereof. We assume
no obligation to update any such forward-looking statement or reason why actual
results might differ except as required by the Securities Exchange Act of 1934,
as amended. You should not place undue reliance on these forward-looking
statements.
PROSPECTUS SUPPLEMENT SUMMARY
This summary provides an overview of selected information and may not
contain all of the information that is important to you. You should read the
entire prospectus supplement and the accompanying prospectus carefully,
including the financial data, related notes and the information we have
incorporated by reference before making an investment decision.
Unless otherwise indicated or unless the context otherwise requires, all
references in this prospectus supplement to "we," "us," or similar references
mean Trimble Navigation Limited and its subsidiaries.
Trimble Navigation Limited provides advanced positioning products and
solutions to industrial, commercial, governmental entities, and professional
customers in a number of markets, including surveying, construction,
agriculture, urban and resource management, military, transportation, and
telecommunications. Customer benefits resulting from our products typically
include cost savings or avoidance, improved quality, higher productivity, and
increased efficiency. Examples of our products and solutions include guidance
for earthmoving operations, surveying instrumentation, fleet management for
specialized trucks such as concrete mixers, positioning technology for vehicle
navigation and telematics products, tractor guidance for farming, field data
collection equipment, and timing technology for synchronization of wireless
networks.
Our expertise is focused in positioning, communication, and information
technologies, which form the core of our products. Positioning technologies used
include the Global Positioning System (GPS), laser, optical, and inertial, while
communication techniques include both public networks such as cellular, and
private networks such as business band radio. The unique nature of many of our
products and solutions is created through information technologies - both
firmware that enables the positioning solution and applications software that
allows the customer to make use of the positioning information.
We design and market our own products. Assembly and manufacturing for many
of our products are subcontracted to third parties. We conduct our business
globally with major operations in the United States, Sweden, Germany, New
Zealand, and the Netherlands. Products are sold through dealers,
representatives, partners, and other channels throughout the world. Products are
supported by sales offices in 22 countries.
We are organized into four main operating segments encompassing our various
applications and product lines: Engineering and Construction, Field Solutions,
Component Technologies, and Mobile Solutions. We also operate in smaller
business areas, primarily Military and Advanced Systems.
We began operations in 1978 and incorporated in California in 1981. Our
principal executive offices are located at 645 North Mary Avenue, Sunnyvale,
California 94088. Our telephone number is (408) 481-8000.
The Offering
Common Stock offered by Trimble.. Up to 2,100,000 shares
Common stock to be outstanding
after the offering............... 31,485,333 shares
Use of Proceeds.................. We estimate that the net proceeds, after
deducting the estimated placement fees and
other expenses payable by us in connection
with the offering, will be $36,633,625. We
intend to use the entire net proceeds of this
offering to pay off all accrued interest and a
portion of the principal under our
subordinated note with Spectra-Physics
Holdings, Inc. See "Use of Proceeds" in this
prospectus supplement.
Dividend Policy.................. At this time, we intend to retain future
earnings, if any, to fund the development and
growth of our business and do not anticipate
any cash dividends on our common stock in the
foreseeable future. We are currently
restricted from paying dividends under the
terms of our credit facilities.
Nasdaq National Market Symbol.... TRMB
The number of shares of our common stock to be outstanding immediately
after this offering is based on the number of shares outstanding as of April 4,
2003. It does not include:
- 5,044,307 shares of common stock issuable upon exercise of stock
options outstanding, as of April 4, 2003, at a weighted average
exercise price of $18.58 per share;
- 504,203 shares of common stock reserved for issuance pursuant to our
employee stock purchase plan, as of April 4, 2003;
- 988,905 shares of common stock reserved for issuance pursuant to
outstanding warrants as of April 4, 2003;
- 1,878,361 shares of common stock reserved for issuance pursuant to
stock options not yet granted under all of our stock option plans, as
of April 4, 2003; and
- 18,612 shares of common stock reserved for issuance in exchange of
shares of LeveLite Technology, Inc., as of April 4, 2003.
RISK FACTORS
The common stock that is offered with this prospectus supplement
involves a high degree of risk. You should carefully consider the risk factors
in the accompanying prospectus and in this prospectus supplement in addition to
other information in the accompanying prospectus and this prospectus supplement
before deciding to purchase the common stock. If any of the following risks or
the risks in the accompanying prospectus actually occurs, our business,
financial condition or results of operations could be materially and adversely
affected. In this case, the trading price of our common stock could decline, and
you could lose all or part of your investment.
This prospectus supplement also contains forward-looking statements
that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including the risks faced by us described in the accompanying
prospectus and elsewhere in this prospectus supplement.
We are subject to environmental laws and potential exposure to environmental
liabilities.
We are subject to various federal, state and local environmental laws
and regulations that govern our operations, including the handling and disposal
of non-hazardous and hazardous wastes, and emissions and discharges into the
environment. Failure to comply with such laws and regulations could result in
costs for corrective action, penalties or the imposition of other liabilities.
We also are subject to laws and regulations that impose liability and clean-up
responsibility for releases of hazardous substances into the environment. Under
certain of these laws and regulations, a current or previous owner or operator
of property may be liable for the costs of remediating hazardous substances or
petroleum products on or from its property, without regard to whether the owner
or operator knew of, or caused, the contamination, as well as incur liability to
third parties impacted by such contamination. The presence of, or failure to
remediate properly, such substances could adversely affect the value and the
ability to transfer or encumber such property. Based on currently available
information, although there can be no assurance, we believe that such
liabilities will not have a material impact on our business.
We are dependent on proprietary technology.
Our future success and competitive position is dependent upon our
proprietary technology, and we rely on patent, trade secret, trademark and
copyright law to protect our intellectual property. The patents owned or
licensed by us may be invalidated, circumvented and challenged. The rights
granted under these patents may not provide competitive advantages to us. Any of
our pending or future patent applications may not be issued within the scope of
the claims sought by us, if at all.
Others may develop technologies that are similar or superior to our
technology, duplicate our technology or design around the patents owned by us.
In addition, effective copyright, patent and trade secret protection may be
unavailable, limited or not applied for in certain foreign countries. The steps
taken by us to protect our technology might not prevent the misappropriation of
such technology.
The value of our products relies substantially on our technical
innovation in fields in which there are many current patent filings. We
recognize that as new patents are issued or are brought to our attention by the
holders of such patents or as other intellectual property claims are made, it
may be necessary for us to withdraw products from the market, take a license
from such patent holders, or redesign our products. We do not believe any of our
products currently infringe patents or other proprietary rights of third
parties, but we cannot be certain they do not do so. In addition, the legal
costs and engineering time required to safeguard intellectual property or to
defend against litigation could become a significant expense of operations. Such
events could have a material adverse effect on our revenues or profitability.
We are a party to certain litigation matters from time to time in the ordinary
course of our business.
We are a party to certain litigation matters from time to time in the
ordinary course of our business. For example, in March of 2000, Gravquick A/S
filed a lawsuit against us in the United States District Court for the Northern
District of California. In this lawsuit, Gravquick alleged that we wrongfully
terminated a European distribution agreement that we had entered into with
Gravquick in violation of the California Equipment Dealers Act. Although we
obtained a summary judgment order dismissing Gravquick's claims in this lawsuit,
Gravquick appealed that ruling. On March 31, 2003, the United States Court of
Appeals for the Ninth Circuit overruled the trial court's ruling and remanded
the matter to the trial court for further proceedings. If we are found liable to
Gravquick we could be required to pay significant damages, including punitive
damages and attorneys' fees.
Provisions in our charter documents and under California law could prevent or
delay a change of control, which could reduce the market price of our common
stock.
Certain provisions of our articles of incorporation, as amended and
restated, our bylaws, as amended and restated, and the California General
Corporation Law may be deemed to have an anti-takeover effect and could
discourage a third party from acquiring, or make it more difficult for a third
party to acquire, control of us without approval of our board of directors.
These provisions could also limit the price that certain investors might be
willing to pay in the future for shares of our common stock. Certain provisions
allow the board of directors to authorize the issuance of preferred stock with
rights superior to those of the common stock.
We have adopted a Preferred Shares Rights Agreement, commonly known as
a "poison pill". The provisions described above, our poison pill and provisions
of the California General Corporation Law may discourage, delay or prevent a
third party from acquiring us.
USE OF PROCEEDS
We estimate that the net proceeds from the offering will be
approximately $36.6 million, assuming we sell the maximum number of shares
offered hereby. Because there is no minimum offering amount required as a
condition to closing this offering, the actual public offering amount, placement
fees and proceeds to Trimble, if any, are not presently determinable and may be
substantially less than the maximum amount set forth above. "Net proceeds" is
what we expect to receive based on the negotiated public offering price of
$18.25 per share and after we pay the estimated placement fees and other
estimated expenses for this offering.
We intend to use the entire net proceeds of this offering to retire
accrued interest and principal under our subordinated note with Spectra-Physics
Holdings, Inc. This subordinated note, which had an outstanding principal of
$69,136,000 and accrued interest of $5.8 million as of April 8, 2003, bears
interest at a rate of 10.4% per year and will mature on July 14, 2004.
PLAN OF DISTRIBUTION
We are selling the shares of common stock through a placement agent.
Subject to the terms and conditions contained in the placement agency agreement,
dated April 8, 2003, Gerard Klauer Mattison & Co., Inc. has agreed to act as the
placement agent for up to 2,100,000 shares of our common stock. The placement
agent is not purchasing or selling any shares hereby, nor is it required to
arrange the purchase or sale of any specific number or dollar amount of common
shares, but has agreed to use its best efforts to arrange for the sale of all
2,100,000 shares.
The placement agency agreement provides that the obligations of the
placement agent are subject to certain conditions precedent, including the
absence of any material adverse change in our business and the receipts of
certain certificates, opinions and letters from us and our counsel.
The placement agent proposes to arrange for the sale to one or more
purchasers of the shares of common stock offered pursuant to this prospectus
supplement and the accompanying prospectus through a direct purchase agreement
between the purchaser or purchasers and us. We will pay the placement agent a
commission equal to 3.5% of the gross proceeds of the sale of shares of common
stock.
The following table shows the per share and total commissions we will pay
to the placement agent in connection with the sale of the shares offered
pursuant to this prospectus supplement and the accompanying prospectus, assuming
the purchase of all of the shares offered hereby.
Per share.................................................... $0.63875
Maximum offering total....................................... $1,341,375
Because there is no minimum offering amount required as a condition to
closing in this offering, the actual total offering commissions, if any, are not
presently determinable and may be substantially less than the maximum amount set
forth above.
It is expected that the sale of up to 2,100,000 shares pursuant to this
offering will be completed on April 14, 2003, if at all. We estimate the total
expenses of this offering which will be payable by us, excluding the
commissions, will be approximately $350,000.
We have agreed to indemnify the placement agent against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the placement agent may be required to make in
respect thereof.
The placement agent may, but is not obligated to, engage in passive market
making in accordance with Regulation M under the Securities Exchange Act of
1934. In passive market making, market makers in the common stock, such as the
placement agent, may, subject to certain limitations, make bids for or purchases
of our common stock. These transactions may cause the price of the common stock
to be higher than it would otherwise be in the absence of these transactions.
These transactions may be effected on the Nasdaq National Market or otherwise
and, if commenced, may be discontinued at any time.
LEGAL MATTERS
The validity of the common stock offered pursuant to this prospectus
will be passed upon by Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto,
California, counsel to Trimble Navigation Limited. Morrison & Foerster LLP, New
York, New York, is acting as counsel for the placement agent in connection with
selected legal matters relating to the shares of common stock offered by this
prospectus supplement.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedules included in our Annual report on Form 10-K
for the year ended January 3, 2003, as set forth in their report, dated January
24, 2003, which is incorporated by reference in this prospectus supplement and
elsewhere in the registration statement. Our financial statements and schedules
are incorporated by reference in reliance on Ernst & Young LLP's report, given
on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and accordingly we must file reports and other
information with the SEC. All reports and other information, filed with the SEC
are available to you over the Internet at the SEC's web site at www.sec.gov. You
may read and copy any documents we file with the SEC at the SEC's Public
Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 or visit the SEC's website for more information
about the SEC's public reference facilities. The address of our website is
www.trimble.com. The information on our website is not a part of this prospectus
supplement.
PROSPECTUS
TRIMBLE NAVIGATION LIMITED
COMMON STOCK
$100,000,000
This prospectus relates to common stock, which we may sell from time to
time in one or more offerings up to an aggregate public offering price of
$100,000,000. We will provide specific terms of these sales in supplements to
this prospectus. You should read this prospectus and each supplement carefully
before you invest. This prospectus may not be used to offer and sell securities
unless accompanied by a prospectus supplement.
You should consider carefully the risk factors beginning on page 3 of
this prospectus before making a decision to purchase our securities.
On March 27, 2003, the last reported sale price of our common stock on
the Nasdaq National Market was $18.98 per share. Our common stock is listed on
the Nasdaq National Market under the symbol "TRMB".
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The Date of this Prospectus is March 28, 2003.
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement on Form S-3
that we filed with the Securities and Exchange Commission. Under this shelf
process, we may sell common stock from time to time in one or more offerings up
to an aggregate public offering price of $100,000,000. This prospectus provides
you with a general description of the securities we may offer. Each time we sell
any securities under this prospectus, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described below under the
headings "Incorporation of Certain Information By Reference" and "Where You Can
Find More Information."
You should rely only on the information incorporated by reference or
provided in this prospectus or a prospectus supplement or amendment. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume the information in this prospectus or a
prospectus supplement or amendment is accurate as of any date other than the
date on the front of the documents.
SUMMARY
Trimble Navigation Limited, a California corporation, provides advanced
positioning products and solutions to industrial, commercial, governmental
entities, and professional customers in a number of markets, including
surveying, construction, agriculture, urban and resource management, military,
transportation, and telecommunications. Customer benefits resulting from our
products typically include cost savings or avoidance, improved quality, higher
productivity, and increased efficiency. Examples of our products and solutions
include guidance for earthmoving operations, surveying instrumentation, fleet
management for specialized trucks such as concrete mixers, positioning
technology for vehicle navigation and telematics products, tractor guidance for
farming, field data collection equipment, and timing technology for
synchronization of wireless networks.
Our expertise is focused in positioning, communication, and information
technologies, which form the core of our products. Positioning technologies used
include the Global Positioning System (GPS), laser, optical, and inertial, while
communication techniques include both public networks, such as cellular, and
private networks, such as business band radio. The unique nature of many of our
products and solutions is created through information technologies - both
firmware that enables the positioning solution, and applications software that
allows the customer to make use of the positioning information.
We design and market our own products. Assembly and manufacturing for
many of our products are subcontracted to third parties. We conduct our business
globally, with major operations in the United States, Sweden, Germany, New
Zealand and the Netherlands. Products are sold through dealers, representatives,
partners, and other channels throughout the world. Products are supported by
sales offices in 22 countries.
A major portion of our revenues is derived from applying GPS to
terrestrial applications. GPS is a system of 24 orbiting satellites and
associated ground control that is funded and maintained by the U. S. Government
and is available worldwide free of charge. GPS positioning is based on a
technique that precisely measures distances from four or more satellites. The
satellites continuously transmit precisely timed radio signals using extremely
accurate atomic clocks. A GPS receiver measures distances from the satellites in
view by determining the travel time of a signal from the satellite to the
receiver, and then uses those distances to compute its position. Under normal
circumstances, a stand-alone GPS receiver is able to calculate its position at
any point on earth, in the earth's atmosphere, or in lower earth orbit, to
approximately 10 meters, 24 hours a day. Much better accuracies are possible
through a technique called "differential GPS." In addition, GPS provides
extremely accurate time measurement.
The usefulness of GPS is dependent upon the locations of the receiver
and the GPS satellites that are above the horizon at any given time. Reception
of GPS signals requires line-of-sight visibility between the satellites and the
receiver, which can be blocked by buildings, hills and dense foliage. The
receiver must have a line of sight to at least four satellites to determine its
latitude, longitude, altitude, and time. The accuracy of GPS may also be limited
by distortion of GPS signals from ionospheric and other atmospheric conditions,
and intentional or inadvertent signal interference or Selective Availability.
Selective Availability, which was the largest component of GPS distortion, is
controlled by the U.S. Department of Defense and was deactivated on May 1, 2000.
Our GPS products are based on proprietary receiver technology. The
convergence of positioning, wireless, and information technologies enables
significant new value to be added to positioning systems, thereby creating a
more robust solution for the user. In addition, recent developments in wireless
technology and deployments of wireless networks have enabled less expensive
wireless communications. These developments allow for the efficient transfer of
position data to locations away from the positioning field device, allowing the
data to be accessed by more users and thereby increasing productivity.
Our laser and optical products measure distances and angles accurately
using light. We generally use commercially available laser diodes to create
light beams for distance measurement. In addition, our proprietary precision
mechanics and software algorithms in these products combine to give robust,
accurate distance and angle measurements for a variety of agricultural,
surveying, and construction applications.
We began operations in 1978, and incorporated in California in 1981.
Our common stock has been publicly traded on Nasdaq since 1990, under the symbol
TRMB. As used in this prospectus, the words "we," "us," "our," and "Trimble"
refer to Trimble Navigation Limited, a California corporation, and its
wholly-owned subsidiaries.
RISK FACTORS
You should carefully consider the following risk factors, in addition
to the other information contained in this prospectus and in any other documents
to which we refer you in this prospectus, before purchasing our securities. The
risks and uncertainties described below are not the only ones we face.
Our Inability to Accurately Predict Orders and Shipments May Affect Our Revenue,
Expenses and Earnings per Share.
We have not been able in the past to consistently predict when our
customers will place orders and request shipments, so that we cannot always
accurately plan our manufacturing requirements. As a result, if orders and
shipments differ from what we predict, we may incur additional expenses and
build excess inventory, which may require additional accruals. Any significant
change in our customers' purchasing patterns could have a material adverse
effect on our operating results and reported earnings per share for a particular
quarter.
Our Operating Results in Each Quarter May Be Affected by Special Conditions,
Such As Seasonality, Late Quarter Purchases, and Other Potential Issues.
Due, in part, to the buying patterns of our customers, a significant
portion of our quarterly revenues occurs from orders received and immediately
shipped to customers in the last few weeks and days of each quarter, although
our operating expenses tend to remain fairly predictable. Engineering and
construction purchases tend to occur in early spring, and governmental agencies
tend to utilize funds available at the end of the government's fiscal year for
additional purchases at the end of our third fiscal quarter in September of each
year. Concentrations of orders sometimes also occur at the end of our other two
fiscal quarters. Additionally, a majority of our sales force earn commissions on
a quarterly basis, which may cause concentrations of orders at the end of any
fiscal quarter. If for any reason expected sales are deferred, orders are not
received, or shipments are delayed a few days at the end of a quarter, our
operating results and reported earnings per share for that quarter could be
significantly impacted.
We Are Dependent on a Sole Manufacturer and Assembler for Many of Our Products
and on Sole Suppliers of Critical Parts for Our Products.
Since August 1999, we have been substantially dependent upon Solectron
Corporation as the exclusive manufacturing partner for many of our GPS products
previously manufactured out of our Sunnyvale facilities. Under the agreement
with Solectron, we provide to Solectron a twelve-month product forecast and
place purchase orders with Solectron sixty calendar days in advance of the
scheduled delivery of products to our customers. Although purchase orders placed
with Solectron are cancelable, the terms of the agreement would require us to
purchase from Solectron all material inventory not returnable or usable by other
Solectron customers. Accordingly, if we inaccurately forecast demand for our
products, we may be unable to obtain adequate manufacturing capacity from
Solectron to meet customers' delivery requirements or we may accumulate excess
inventories, if such inventories are not usable by other Solectron customers.
Our current contract with Solectron expires in August of 2003.
During the fourth quarter of 2002, Solectron began assembling some of
our Component Technology products in China. Although we believe that this
initiative in China will bring significant cost savings, we cannot predict
potential effects that may result from this program.
In addition, we rely on sole suppliers for a number of our critical
components. We have experienced shortages of components in the past. As an
example, we were affected by the inability of a display supplier to provide
adequate quantities to meet our requirements in the third fiscal calendar
quarter of 2002 that resulted in the deferral of $2.4 million in orders into the
fourth quarter of 2002. Our current reliance on sole or a limited group of
suppliers involves several risks, including a potential inability to obtain an
adequate supply of required components and reduced control over pricing. Any
inability to obtain adequate deliveries or any other circumstance that would
require us to seek alternative sources of supply or to manufacture such
components internally could significantly delay our ability to
ship our products, which could damage relationships with current and prospective
customers and could harm our reputation and brand, which could have a material
adverse effect on our business.
Our Annual and Quarterly Performance May Fluctuate.
Our operating results have fluctuated and can be expected to continue
to fluctuate in the future on a quarterly and annual basis as a result of a
number of factors, many of which are beyond our control. Results in any period
could be affected by:
o changes in market demand,
o competitive market conditions,
o market acceptance of existing or new products, especially in our
Mobile Solutions business
o fluctuations in foreign currency exchange rates,
o the cost and availability of components,
o our ability to manufacture and ship products,
o the mix of our customer base and sales channels,
o the mix of products sold,
o our ability to expand our sales and marketing organization
effectively,
o our ability to attract and retain key technical and managerial
employees,
o the timing of shipments of products under contracts and sale of
licensing rights, and
o general global economic conditions.
In addition, demand for our products in any quarter or year may vary
due to the seasonal buying patterns of our customers in the agricultural and
engineering and construction industries. Due to the foregoing factors, our
operating results in one or more future periods are expected to be subject to
significant fluctuations. The price of our common stock could decline
substantially in the event such fluctuations result in our financial performance
being below the expectations of public market analysts and investors, which are
based primarily on historical models that are not necessarily accurate
representations of the future.
Our Gross Margin Is Subject to Fluctuation.
Our gross margin is affected by a number of factors, including product
mix, product pricing, cost of components, foreign currency exchange rates and
manufacturing costs. For example, since our Engineering and Construction (E&C)
and Geographic Information Systems (GIS) products generally have higher gross
margins than our Component Technologies products, absent other factors, a shift
in sales toward E&C and GIS products would lead to a gross margin improvement.
On the other hand, if market conditions in the highly competitive E&C and GIS
market segments forced us to lower unit prices, we would suffer a decline in
gross margin unless we were able to timely offset the price reduction by a
reduction in production costs or by sales of other products with higher gross
margins. A decline in gross margin could have negatively impact our earnings per
share.
Our Business is Subject to Disruptions and Uncertainties Caused by War or
Terrorism.
Acts of war or acts of terrorism could have a material adverse impact
on our business, operating results, and financial condition. The threat of
terrorism and war and heightened security and military response to this threat,
or any future acts of terrorism, may cause further disruption to our economy and
create further uncertainties. To the extent that such disruptions or
uncertainties result in delays or cancellations of orders, or the manufacture or
shipment of our products, our business, operating results, and financial
condition could be materially and adversely affected.
Our Substantial Indebtedness Could Materially Restrict Our Operations and
Adversely Affect Our Financial Condition.
We now have, and for the foreseeable future expect to have, a
significant level of indebtedness. Our substantial indebtedness could:
- increase our vulnerability to general adverse economic and industry
conditions;
- limit our ability to fund future working capital, capital
expenditures, research and development and other general corporate
requirements, or to make certain investments that could benefit us;
- require us to dedicate a substantial portion of our cash flow to
service interest and principal payments on our debt; - limit our
flexibility to react to changes in our business and the industry in
which we operate; and - limit our ability to borrow additional funds.
Our Credit Agreement Contains Stringent Financial Covenants.
Two of the financial covenants in our Credit Agreement with The Bank of
Nova Scotia and certain other banks, dated as of July 14, 2000 as amended (the
"Credit Agreement"), minimum fixed charge coverage and maximum leverage ratio,
are extremely sensitive to changes in earnings before interest, taxes,
depreciation and amortization ("EBITDA"). In turn, EBITDA is highly correlated
to revenues and costs. Due to uncertainties associated with the downturn in the
worldwide economy, our future revenues by quarter are more difficult to forecast
and we have put in place various cost cutting measures, including the
consolidation of service functions and centers, offices, and of redundant
product lines and reductions in staff. If revenues should decline at a faster
pace than the rate of these cost cutting measures, on a quarter-to-quarter basis
we may not be in compliance with the two above-mentioned financial covenants. If
we default on one or more covenants, we will have to obtain either negotiated
waivers or amendments to the Credit Agreement. If we were unable to obtain such
waivers or amendments, the banks would have the right to accelerate the payment
of our outstanding obligations under the Credit Agreement, which would have a
material adverse effect on our financial condition and viability as an operating
company. In addition, a default under one of our debt instruments may also
trigger cross-defaults under our other debt instruments. An event of default
under any debt instrument, if not cured or waived, could have a material adverse
effect on us. In September of 2002, we reached an agreement, to ease our
financial covenants. These revised covenants will remain in effect through the
term of the current credit facility. On January 14, 2003, Trimble executed an
Amended and Restated Credit Agreement, which restructured the $100 million
revolver into four Tranches. Tranches A & C belong to the $50 million US dollar
revolver and Tranches B & D belong to the $50 million multi-currency revolver.
Allocated to Tranche A is $12,500,000 with an expiration date of July 14, 2003
and allocated to Tranche C is $37,500,000 with an expiration date of April 07,
2004. Allocated to Tranche B is $1,500,000 with an expiration date of July 14,
2003 and allocated to Tranche D is $48,500,000 with an expiration date of April
07, 2004. As a result, the $100 million revolver will remain in effect through
July 14, 2003 and be reduced to $86 million for the period starting July 15,
2003 through April 7, 2004.
We Are Dependent on Key Customers.
An increasing amount of our revenue is generated from large original
equipment manufacturers such as Siemens VDO Automotive AG, Nortel, McNeilus,
Caterpillar, CNH Global, DeWalt, Hilti, and Blaupunkt. A reduction or loss of
business with these customers could have a material adverse effect on our
financial condition and results of operations. There can be no assurance that we
will be able to continue to realize value from these relationships in the
future.
We Are Dependent on New Products.
Our future revenue stream depends to a large degree on our ability to
bring new products to market on a timely basis. We must continue to make
significant investments in research and development in order to continue to
develop new products, enhance existing products and achieve market acceptance of
such products. We may incur problems in the future in innovating and introducing
new products. Our development stage products may not be successfully completed
or, if developed, may not achieve significant customer acceptance. If we were
unable to successfully define, develop and introduce competitive new products,
and enhance existing products, our future results of operations would be
adversely affected. Development and manufacturing schedules for technology
products are difficult to predict, and we might not achieve timely initial
customer shipments of new products. The timely availability of these products in
volume and their acceptance by customers are important to our future success. A
delay in new product introductions could have a significant impact on our
results of operations.
We Face Risks of Entering Into and Maintaining Alliances.
We believe that in certain emerging markets our success will depend on
our ability to form and maintain alliances with established system providers and
industry leaders. Our failure to form and maintain such alliances, or the
preemption of such alliances by actions of other competitors or us will
adversely affect our ability to penetrate emerging markets. No assurances can be
given that we will not experience problems from current or future alliances or
that we will realize value from any such strategic alliances.
We Are Dependent on the Availability of Allocated Bands Within the Radio
Frequency Spectrum.
Our GPS technology is dependent on the use of the Standard Positioning
Service ("SPS") provided by the U.S. Government's Global Positioning System
(GPS). The GPS SPS operates in radio frequency bands that are globally allocated
for radio navigation satellite services. International allocations of radio
frequency are made by the International Telecommunications Union (ITU), a
specialized technical agency of the United Nations. These allocations are
further governed by radio regulations that have treaty status and which may be
subject to modification every two to three years by the World Radio
Communication Conference.
Any ITU reallocation of radio frequency bands, including frequency band
segmentation or sharing of spectrum, may materially and adversely affect the
utility and reliability of our products, which would, in turn, cause a material
adverse effect on our operating results. Many of our products use other radio
frequency bands, together with the GPS signal, to provide enhanced GPS
capabilities, such as real-time kinematics precision. The continuing
availability of these non-GPS radio frequencies is essential to provide enhanced
GPS products to our precision survey markets. Any regulatory changes in spectrum
allocation or in allowable operating conditions may materially and adversely
affect the utility and reliability of our products, which would, in turn, cause
a material adverse effect on our operating results.
In addition, unwanted emissions from mobile satellite services and
other equipment operating in adjacent frequency bands or in-band from licensed
and unlicensed devices may materially and adversely affect the utility and
reliability of our products, which could result in a material adverse effect on
our operating results. The FCC continually receives proposals for novel
technologies and services, such as ultra-wideband technologies, which may seek
to operate in, or across, the radio frequency bands currently used by the GPS
SPS and other public safety services. Adverse decisions by the FCC that result
in harmful interference to the delivery of the GPS SPS and other radio frequency
spectrum also used in our products may materially and adversely affect the
utility and reliability of our products, which could result in a material
adverse effect on our business and financial condition.
We Are Subject to the Adverse Impact of Radio Frequency Congestion.
We have certain real-time kinematics products, such as our Land Survey
5700, that use integrated radio communication technology requiring access to
available radio frequencies allocated by the FCC. In addition, access to these
frequencies by state agencies is under management by state radio communications
coordinators. Some bands are experiencing congestion that excludes their
availability for access by state agencies in some states, including the state
of California. An inability to obtain access to these radio frequencies could
have an adverse effect on our operating results.
Many of Our Products Rely on the GPS Satellite System.
The GPS satellites and their ground support systems are complex
electronic systems subject to electronic and mechanical failures and possible
sabotage. The satellites were originally designed to have lives of 7.5 years and
are subject to damage by the hostile space environment in which they operate.
However, of the current deployment of 28 satellites in place, some have already
been in operation for 13 years. To repair damaged or malfunctioning satellites
is currently not economically feasible. If a significant number of satellites
were to become inoperable, there could be a substantial delay before they are
replaced with new satellites. A reduction in the number of operating satellites
may impair the current utility of the GPS system and the growth of current and
additional market opportunities.
In addition, there can be no assurance that the U.S. Government will
remain committed to the operation and maintenance of GPS satellites over a long
period, or that the policies of the U.S. Government for the use of GPS without
charge will remain unchanged. However, a 1996 Presidential Decision Directive
marks the first time in the evolution of GPS that access for civilian use free
of direct user fees is specifically recognized and supported by Presidential
policy. In addition, Presidential policy has been complemented by corresponding
legislation, signed into law. Because of ever-increasing commercial applications
of GPS, other U.S. Government agencies may become involved in the administration
or the regulation of the use of GPS signals. Any of the foregoing factors could
affect the willingness of buyers of our products to select GPS-based systems
instead of products based on competing technologies.
Any resulting change in market demand for GPS products could have a
material adverse effect on our financial results. For example, European
governments have expressed interest in building an independent satellite
navigation system, known as Galileo. Depending on the as yet undetermined design
and operation of this system, there may be interference to the delivery of the
GPS SPS and may materially and adversely affect the utility and reliability of
our products, which could result in a material adverse effect on our business
and operating results.
We Face Risks in Investing in and Integrating New Acquisitions.
We are continuously evaluating external investments in technologies
related to our business, and have made relatively small strategic equity
investments in a number of GPS-related and laser-related technology companies.
Acquisitions of, and investments, in companies, divisions of companies, or
products entail numerous risks, including:
o potential inability to successfully integrate acquired operations and
products or to realize cost savings or other anticipated benefits from
integration;
o diversion of management's attention;
o loss of key employees of acquired operations;
o the difficulty of assimilating geographically dispersed operations and
personnel of the acquired companies;
o the potential disruption of our ongoing business;
o unanticipated expenses related to such integration;
o the correct assessment of the relative percentages of in-process
research and development expense that can be immediately written off
as compared to the amount which must be amortized over the appropriate
life of the asset;
o the impairment of relationships with employees and customers of either
an acquired company or our own business;
o the potential unknown liabilities associated with acquired business;
and
o inability to recover strategic investments in development stage
entities.
As a result of such acquisitions, we have significant assets that
include goodwill and other purchased intangibles. The testing of these
intangibles under established accounting guidelines for impairment requires
significant use of judgment and assumptions. Changes in business conditions
could require adjustments to the valuation of these assets. In addition, losses
incurred by a company in which we have an investment may have a direct impact on
our financial statements or could result in our having to write-down the value
of such investment. Any such problems in integration or adjustments to the value
of the assets acquired could harm our growth strategy and have a material
adverse effect on our business, financial condition and compliance with debt
covenants.
We Face Competition in Our Markets.
Our markets are highly competitive and we expect that both direct and
indirect competition will increase in the future. Our overall competitive
position depends on a number of factors including the price, quality and
performance of our products, the level of customer service, the development of
new technology and our ability to participate in emerging markets. Within each
of our markets, we encounter direct competition from other GPS, optical and
laser suppliers and competition may intensify from various larger domestic and
international competitors and new market entrants, some of which may be our
current customers. The competition in the future, may, in some cases, result in
price reductions, reduced margins or loss of market share, any of which could
materially and adversely affect our business, operating results and financial
condition. We believe that our ability to compete successfully in the future
against existing and additional competitors will depend largely on our ability
to execute our strategy to provide systems and products with significantly
differentiated features compared to currently available products. We may not be
able to implement this strategy successfully, and our products may not be
competitive with other technologies or products that may be developed by our
competitors, many of whom have significantly greater financial, technical,
manufacturing, marketing, sales and other resources than we do.
We Are Dependent on Proprietary Technology.
Our future success and competitive position is dependent upon our
proprietary technology, and we rely on patent, trade secret, trademark and
copyright law to protect our intellectual property. The patents owned or
licensed by us may not be invalidated, circumvented and challenged. The rights
granted under these patents may not provide competitive advantages to us. Any of
our pending or future patent applications may not be issued within the scope of
the claims sought by us, if at all.
Others may not develop technologies that are similar or superior to our
technology, duplicate our technology or design around the patents owned by us.
In addition, effective copyright, patent and trade secret protection may be
unavailable, limited or not applied for in certain foreign countries. The steps
taken by us to protect our technology might not prevent the misappropriation of
such technology.
The value of our products relies substantially on our technical
innovation in fields in which there are many current patent filings. We
recognize that as new patents are issued or are brought to our attention by the
holders of such patents or as other intellectual property claims are made, it
may be necessary for us to withdraw products from the market, take a license
from such patent holders, or redesign our products. We do not believe any of our
products currently infringe patents or other proprietary rights of third
parties, but we cannot be certain they do not do so. In addition, the legal
costs and engineering time required to safeguard intellectual property or to
defend against litigation could become a significant expense of operations. Such
events could have a material adverse effect on our revenues or profitability.
We Must Carefully Manage Our Future Growth.
Growth in our sales or continued expansion in the scope of our
operations could strain our current management, financial, manufacturing and
other resources and may require us to implement and improve a variety of
operating, financial and other systems, procedures and controls. Specifically we
have experienced strain in our financial and order management system, as a
result of our acquisitions. We are expanding our sales, accounting,
manufacturing, and other information systems to meet these challenges. These
systems, procedures or controls may not be adequate to
support our operations and may not be designed, implemented or improved in a
cost effective and timely manner. Any failure to implement, improve and expand
such systems, procedures and controls in a timely and efficient manner could
harm our growth strategy and adversely affect our financial condition and
ability to achieve our business objectives.
We Are Dependent on Retaining and Attracting Highly Skilled Development and
Managerial Personnel.
Our ability to maintain our competitive technological position will
depend, in a large part, on our ability to attract, motivate, and retain highly
qualified development and managerial personnel. Competition for qualified
employees in our industry and location is intense, and there can be no assurance
that we will be able to attract, motivate and retain enough qualified employees
necessary for the future continued development of our business and products.
We May Encounter Problems Associated With International Operations and Sales.
Our customers are located throughout the world. Sales to unaffiliated
customers in foreign locations represented approximately 49% of our revenues in
our fiscal year 2002, 50% in our fiscal year 2001 and 52% in our fiscal year
2000. In addition, we have significant international operations, including
manufacturing facilities, sales personnel and customer support operations. Our
international sales organization contains offices in 21 foreign countries. Our
international manufacturing facilities are in Sweden and Germany, and we have a
regional fulfillment center in the Netherlands. Our international presence
exposes us to risks not faced by wholly domestic companies. Specifically, we
have experienced issues relating to integration of foreign operations, greater
difficulty in accounts receivable collection, longer payment cycles and currency
fluctuations. Additionally, we face the following risks, among others:
o unexpected changes in regulatory requirements;
o tariffs and other trade barriers;
o political, legal and economic instability in foreign markets,
particularly in those markets in which we maintain manufacturing and
research facilities;
o difficulties in staffing and management;
o language and cultural barriers; seasonal reductions in business
activities in the summer months in Europe and some other countries;
o war and acts of terrorism; and
o potentially adverse tax consequences.
Although we implemented a program to attempt to manage foreign exchange
risks through hedging and other strategies, there can be no assurance that this
program will be successful and that currency exchange rate fluctuations will not
have a material adverse effect on our results of operations. In addition, in
certain foreign markets, there may be reluctance to purchase products based on
GPS technology, given the control of GPS by the U.S. Government.
We are exposed to fluctuations in Currency Exchange Rates.
A significant portion of our business is conducted outside the United
States, and as such, we face exposure to adverse movements in non-U.S. currency
exchange rates. These exposures may change over time as business practices
evolve and could have a material adverse impact on our financial results and
cash flows. Compared to fiscal 2001, in fiscal 2002, the US currency has
weakened against other currencies.
Currently, we hedge only those currency exposures associated with
certain assets and liabilities denominated in nonfunctional currencies and
periodically will hedge anticipated foreign currency cash flows. The hedging
activities undertaken by us are intended to offset the impact of currency
fluctuations on certain nonfunctional currency assets and liabilities. Our
attempts to hedge against these risks may not be successful resulting in an
adverse impact on our net income.
We Are Subject to the Impact of Governmental and Other Similar Certifications.
We market certain products that are subject to governmental and similar
certifications before they can be sold. For example, CE certification for
radiated emissions is required for most GPS receiver and data communications
products sold in the European Union. An inability to obtain such certifications
in a timely manner could have an adverse effect on our operating results. Also,
our products that use integrated radio communication technology require an
end-user to obtain licensing from the Federal Communications Commission (FCC)
for frequency-band usage. These are secondary licenses that are subject to
certain restrictions. During the fourth quarter of 1998, the FCC temporarily
suspended the issuance of licenses for certain of our real-time kinematics
products because of interference with certain other users of similar radio
frequencies. An inability or delay in obtaining such certifications or changes
to the rules by the FCC could adversely affect our ability to bring our products
to market, which could harm our customer relationships and have a material
adverse effect on our business.
The volatility of our stock price could adversely affect your investment in our
common stock.
The market price of our common stock has been, and may continue to be,
highly volatile. During 2002, our stock price ranged from a high of $18.50 to a
low of $8.02. We believe that a variety of factors could cause the price of our
common stock to fluctuate, perhaps substantially, including:
- announcements and rumors of developments related to our business or
the industry in which we compete;
- quarterly fluctuations in our actual or anticipated operating results
and order levels;
- general conditions in the worldwide economy, including fluctuations in
interest rates;
- announcements of technological innovations;
- new products or product enhancements by us or our competitors;
- developments in patents or other intellectual property rights and
litigation;
- developments in our relationships with our customers and suppliers;
- any commencement of armed hostilities between the United States and
Iraq; and
- any significant acts of terrorism against the United States.
In addition, in recent years the stock market in general and the
markets for shares of "high-tech" companies in particular, have experienced
extreme price fluctuations which have often been unrelated to the operating
performance of affected companies. Any such fluctuations in the future could
adversely affect the market price of our common stock, and the market price of
our common stock may decline.
FORWARD LOOKING STATEMENTS
This prospectus contains or incorporates by reference certain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act, including those identified
by the words "believes", "expects" and similar expressions. These
forward-looking statements include, among others, statements regarding estimated
operating results for future periods contained in our Current report on Form 8-K
filed with the Securities and Exchange Commission on February 4, 2003.
These statements are subject to risks and uncertainties, including
those set forth in the Risk Factors section, and actual results could differ
materially from those expressed or implied in these statements. All
forward-looking statements included in this prospectus are made as of the date
hereof. We assume no obligation to update any such forward-looking statement or
reason why actual results might differ except as required by the Securities
Exchange Act of 1934, as amended. You should not place undue reliance on these
forward-looking statements.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we
anticipate that the net proceeds from the sale of the securities that we may
offer under this prospectus and any accompanying prospectus supplement will be
used for general corporate purposes. General corporate purposes may include
repayment of debt, capital expenditures and any other purposes that we may
specify in any prospectus supplement. In addition, we may use a portion of any
net proceeds to acquire complementary products, technologies or businesses. We
will have significant discretion in the use of any net proceeds. Investors will
be relying on the judgment of our management regarding the application of the
proceeds of any sale of the securities. We may invest the net proceeds
temporarily until we use them for their stated purpose.
DESCRIPTION OF THE COMMON STOCK WE MAY OFFER
The following description of our common stock, together with the
additional information included in any applicable prospectus supplements,
summarizes the material terms and provisions of our common stock but is not
complete. For the complete terms of our common stock, please refer to our
Articles of Incorporation and Bylaws that are incorporated by reference into the
registration statement, which includes this prospectus. We will describe in a
prospectus supplement the specific terms of any common stock we may offer
pursuant to this prospectus. If indicated in a prospectus supplement, the terms
of such common stock may differ from the terms described below.
Common Stock
Under our Articles of Incorporation we may issue up to forty million
(40,000,000) shares of common stock. The holders of our common stock are
entitled to one vote for each share held of record on all matters submitted to a
vote of the shareholders. Subject to preferences that may be applicable to any
outstanding preferred stock, holders of common stock are entitled to receive
ratably such dividends as may be declared by our board of directors out of funds
legally available for that purpose. In the event of liquidation, dissolution or
winding up of Trimble, the holders of common stock are entitled to share ratably
in all assets remaining after payment of liabilities, subject to the prior
distribution rights of any outstanding preferred stock. The common stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock. The
outstanding shares of common stock are fully paid and non-assessable.
Our common stock is listed on the Nasdaq National Market under the
symbol "TRMB." The transfer agent and registrar for our common stock is Mellon
Investor Services LLC, 235 Montgomery Street, 23rd Floor, San Francisco,
California 94104.
PLAN OF DISTRIBUTION
We may sell the securities being offered pursuant to this prospectus
directly to purchasers, to or through underwriters, through dealers or agents,
or through a combination of such methods. The prospectus supplement with respect
to the securities being offered will set forth the terms of the offering,
including the names of the underwriters, dealers or agents, if any, the purchase
price, the net proceeds to Trimble, any underwriting discounts and other items
constituting underwriters' compensation, and initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such securities may be listed.
If underwriters are used in an offering, we will execute an
underwriting agreement with such underwriters and will specify the name of each
underwriter and the terms of the transaction (including any underwriting
discounts and other terms constituting compensation of the underwriters and any
dealers) in a prospectus supplement. If an underwriting syndicate is used, the
managing underwriter(s) will be specified on the cover of the prospectus
supplement. If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own accounts and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
Any public offering price and any discounts or concessions allowed or reallowed
or paid to dealers may be changed from time to time. Unless otherwise set forth
in the prospectus supplement, the obligations of the underwriters to purchase
the offered securities will be subject to conditions precedent and the
underwriters will be obligated to purchase all of the offered securities if any
are purchased.
If dealers are used in an offering, we will sell the securities to the
dealers as principals. The dealers then may resell the securities to the public
at varying prices, which they determine at the time of resale. The names of the
dealers and the terms of the transaction will be specified in a prospectus
supplement.
The securities may be sold directly by us or through agents we
designate. If agents are used in an offering, the names of the agents and the
terms of the agency will be specified in a prospectus supplement. Unless
otherwise indicated in a prospectus supplement, the agents will act on a
best-efforts basis for the period of their appointment.
Dealers and agents named in a prospectus supplement may be deemed to be
underwriters (within the meaning of the Securities Act of 1933) of the
securities described therein. In addition, we may sell the securities directly
to institutional investors or others who may be deemed to be underwriters within
the meaning of the Securities Act of 1933 with respect to any resales thereof.
Underwriters, dealers and agents, may be entitled to indemnification by
us against specific civil liabilities, including liabilities under the
Securities Act of 1933, or to contribution with respect to payments which the
underwriters or agents may be required to make in respect thereof, under
underwriting or other agreements. The terms of any indemnification provisions
will be set forth in a prospectus supplement. Certain underwriters, dealers or
agents and their associates may engage in transactions with, and perform
services for us in the ordinary course of business.
If so indicated in a prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by
institutional investors to purchase securities pursuant to contracts providing
for payment and delivery on a future date. We may enter contracts with
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutional
investors. The obligations of any institutional investor will be subject to the
condition that its purchase of the offered securities will not be illegal, at
the time of delivery. The underwriters and other agents will not be responsible
for the validity or performance of contracts.
Any common stock sold pursuant to a prospectus supplement will be
eligible for quotation and trading on Nasdaq, subject to official notice of
issuance. Any underwriters to whom securities are sold by Trimble for public
offering and sale may make a market in the securities, but such underwriters
will not be obligated to do so and may discontinue any market making at any time
without notice.
VALIDITY OF SECURITIES
The validity of the common stock offered pursuant to this prospectus
will be passed upon by Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto,
California, counsel to Trimble Navigation Limited.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedules included in our Annual report on Form 10-K
for the year ended January 3, 2003, as set forth in their report, dated January
24, 2003, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Our financial statements and schedules are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission ("SEC") allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings we will make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended.
The documents we incorporate by reference into this prospectus are:
(a) Our Annual Report on Form 10-K for the fiscal year ended January 3,
2003;
(b) Our Current Report on Form 8-K filed on February 4, 2003;
(c) The description of our common stock contained in our Registration
Statement on Form 8-A filed on June 15, 1990, and any amendment or
report filed for the purpose of updating such description; and
(d) The description of certain dividend rights on our common stock
contained in our Registration Statement on Form 8-A filed on February
18, 1999.
All documents subsequently filed by Trimble pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this registration statement and prior to the effectiveness of this
registration statement, shall be deemed to be incorporated herein by reference.
Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the SEC and incorporated by reference) modifies or is contrary to
that previous statement. Any statement so modified or superseded will not be
deemed a part of this prospectus except as so modified or superseded. We will
furnish to you without charge, upon your request a copy of any of the documents
incorporated in this prospectus and any statement in, or incorporated in, this
prospectus by reference, other than the exhibits to those documents unless those
exhibits are specifically incorporated by reference. For a copy of the documents
you should contact Trimble Navigation Limited, 645 North Mary Avenue,
Sunnyvale, California 94085 (telephone number (408) 481-8000), Attention: Irwin
L. Kwatek, Vice President and General Counsel.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and accordingly we must file reports and other
information with the SEC. All reports and other information, filed with the SEC
are available to you over the Internet at the SEC's web site at
http://www.sec.gov. You may read and copy any documents we file with the SEC at
the SEC's Public Reference Room located at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for
more information about the SEC's public reference facilities. The address of our
website is www.trimble.com. The information on our website is not a part of this
prospectus.
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