Filed pursuant to Rule 424(b)(3)
Registration No. 333-106893
Prospectus
Trimble Navigation Limited
1,002,327 Shares
Common Stock
---------------------------------------
This prospectus relates to 1,002,327 shares of our common stock, no par
value, which may be sold from time to time by the selling shareholders named
herein, or their transferees, pledges, donees or successors.
The shares are being registered to permit the selling shareholders to sell
the shares from time to time in the public market. The shareholders may sell the
common stock through ordinary brokerage transactions, directly to market makers
of our shares or through any other means described in the section beginning on
page 12 titled "Plan of Distribution." We cannot assure you that the selling
shareholders will sell all or any portion of the common stock offered hereby. We
will not receive any of the proceeds from this offering, although we have paid
the expenses of preparing this prospectus and the related registration
statement.
Shares of our common stock are quoted on the Nasdaq National Market under
the symbol "TRMB." The last reported sale price of the common stock on July 8,
2003, was $25.99 per share.
We are a California corporation formed in January 1981. Our principal
executive offices are located at 645 North Mary Ave., Sunnyvale, California and
our telephone number is (408) 481-8000.
Investing in our common stock involves risks. See "Risk Factors" beginning
on page 3 to read about risk factors you should consider before purchasing our
common stock.
---------------------------------------
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 July 16, 2003.
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.
TABLE OF CONTENTS
ABOUT TRIMBLE............................................................3
RISK FACTORS.............................................................3
USE OF PROCEEDS.........................................................14
SELLING SHAREHOLDERS....................................................15
PLAN OF DISTRIBUTION....................................................16
EXPERTS.................................................................17
VALIDITY OF COMMON STOCK................................................17
INFORMATION INCORPORATED BY REFERENCE...................................17
AVAILABLE INFORMATION...................................................18
Some of the statements under "Risk Factors" and elsewhere in this
prospectus constitute forward-looking statements. These statements relate to
future events or our future financial performance and involve known and unknown
risks, uncertainties and other factors that may cause our actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by the forward looking statements. In some cases, you can identify
forward looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," "continue" or the negative terms or other comparable terminology.
In evaluating these statements, you should specifically consider various
factors, including the risks outlined under "Risk Factors."
Although we believe that the expectations in the forward-looking statements
contained in this prospectus are reasonable we cannot guarantee future results,
levels of activity and performance achievements. These forward-looking
statements are based on our current expectations, and we disclaim any obligation
to update these forward-looking statements for subsequent events or to explain
why actual results differ. You should not place undue reliance on these
forward-looking statements.
ABOUT TRIMBLE
Trimble Navigation Limited, a California corporation, develops,
manufactures and distributes innovative products enabled by Global Positioning
System ("GPS") optical, laser and wireless communications technology. We provide
end-users and original equipment manufacturers with solutions for diverse
applications including agriculture, engineering and construction, fleet and
asset management, timing, automobile navigation and military. Our principal
products, which utilize substantial amounts of proprietary software and
firmware, are integrated systems for collecting, analyzing and utilizing
position data in forms optimized for specific end-user applications.
RISK FACTORS
You should carefully consider the following risk factors and all other
information contained in this prospectus before participating in this offering.
Investing in our common stock involves a high degree of risk. If any of the
following risks actually occur, our business, operating results and financial
condition could be materially harmed and you might lose all or part of your
investment.
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 continues in effect until either party
gives the other ninety days written notice.
Since January 2003, Solectron has been assembling most of our Component
Technology products in China. Although this initiative in China has brought cost
savings over assembling in California, we cannot predict potential effects that
may result in the future.
In addition, we rely on sole suppliers for a number of our critical
components. We have experienced shortages of components in the past. 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 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.
The Spread of Severe Acute Respiratory Syndrome May Have a Negative Impact on
Our Business and Results of Operations.
The recent outbreak of severe acute respiratory syndrome, or SARS, which
has had particular impact in China, Hong Kong, and Singapore, could have a
negative effect on our operations. Our operations may be impacted by a number of
SARS-related factors, including, among other things, disrupting operations at
the Solectron facility in China and delaying or preventing our expansion in
China. If the number of SARS cases continues to spread to other areas, our
international and domestic sales and operations could be harmed.
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:
o increase our vulnerability to general adverse economic and industry
conditions;
o 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;
o require us to dedicate a substantial portion of our cash flow to
service interest and principal payments on our debt;
o limit our flexibility to react to changes in our business and the
industry in which we operate; and o limit our ability to borrow
additional funds.
Our Credit Agreement Contains Stringent Financial Covenants.
On June 25, 2003, Trimble executed a Credit Agreement with the Bank of Nova
Scotia and certain other banks, which provides for financial commitments
totaling up to $175 million. This credit facility contains financial covenants
regarding minimum fixed charge coverage and maximum leverage ratio, which 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.
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 kinematic 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 kinematic 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. For example, we
recently acquired Applanix Corporation. 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 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 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, we are a defendant in a lawsuit
filed by one of our European distributors. If we are found liable, we could be
required to pay significant damages, including punitive damages and attorneys'
fees.
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 outside the United States comprised approximately 49% of total
revenues for fiscal year 2002, and 50% of total revenues for the first fiscal
quarter of 2003. 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.
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 the first six months of 2002, in the first six months of
2003, the US currency has weakened against other currencies, especially against
the Euro and Swedish Krona.
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,
some of 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 kinematic
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 the first six months of 2003, our stock price ranged
from a high of $27.75 to a low of $13.02. We believe that a variety of factors
could cause the price of our common stock to fluctuate, perhaps substantially,
including:
o announcements and rumors of developments related to our business or
the industry in which we compete;
o quarterly fluctuations in our actual or anticipated operating results
and order levels;
o general conditions in the worldwide economy, including fluctuations in
interest rates;
o announcements of technological innovations;
o new products or product enhancements by us or our competitors;
o developments in patents or other intellectual property rights and
litigation;
o developments in our relationships with our customers and suppliers;
and
o 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.
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.
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
The selling shareholders will receive all of the proceeds from the shares
to be sold in this offering.
SELLING SHAREHOLDERS
The shares of common stock being registered in this registration statement
were originally offered in two transactions.
Nikon-Trimble
This prospectus covers, in part, the resale of shares of our common stock
issued to "Kabushiki Kaisha Nikon-Torimburu" (in Japanese) and "Nikon-Trimble
Co., Ltd." (in English). We issued these shares in the formation of
Nikon-Trimble Co. as a joint venture with Nikon Corporation as a contribution to
capital, pursuant to the terms of our agreement dated March 28, 2003 with Nikon
Corporation. Each of Nikon and Trimble holds 50% of the common stock of the
joint venture company. Our shares were issued to Nikon-Trimble Co. on June 30,
2003. Each of Nikon and Trimble has 3 designees on the board of directors of the
joint venture out of a total of 6 directorships.
In January of 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities." FIN No. 46 requires a variable interest entity ("VIE") to be
consolidated by a company if that company is considered to be the primary
beneficiary in a VIE. Primary beneficiary is the party subject to a majority of
the risk of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. The requirements of
FIN No. 46 apply immediately to VIEs created after January 31, 2003. The Company
is currently evaluating the provisions of FIN No. 46, in relation to the
Nikon-Trimble Joint Venture in order to determine whether the joint venture is a
VIE, and if so, whether the Company is primary beneficiary.
Applanix Shares
This prospectus also covers the resale of shares of our common stock issued
and issuable to former security holders of Applanix Corporation, a Canadian
unlimited liability company, in connection with our acquisition of Applanix on
July 7, 2003. At the time of the acquisition, we issued shares of our stock to
former shareholders of Applanix pursuant to a share and debenture purchase
agreement dated June 20, 2003 and to former option holders of Applanix pursuant
to option holder agreements. Additionally, certain of the former shareholders of
Applanix received non-voting shares of the stock of Trimble Exchangeco Limited,
a wholly-owned Canadian subsidiary. We will issue to these Trimble Exchangeco
shareholders additional shares of our common stock upon the exchange of their
shares of Trimble Exchangeco stock or upon the occurrence of certain other
events pursuant to an exchange right agreement dated July 7, 2003. This
prospectus covers the resale of both the shares of our common stock issued to
the former Applanix security holders at the time of the acquisition and the
shares of our common stock issuable to them pursuant the exchange right
agreement.
The following table contains information as of July 7, 2003, with respect
to the selling shareholders and the number of shares of common stock
beneficially owned by each selling shareholder that may be offered using this
prospectus.
Number of
Number of Shares Shares That May
Beneficially Owned Be Sold in the
Prior to the Offering Offering
--------------------- --------
Name Number Percentage
---- ------ ----------
Nikon-Trimble Co., Ltd............... 232,834 * 232,834
Working Ventures Canadian Fund Inc... 220,540 * 220,540
Bruno Scherzinger.................... 151,672 * 151,672
Blake Reid........................... 139,045 * 139,045
William Reid......................... 12,627 * 12,627
Erik Lithopoulos..................... 151,672 * 151,672
Derek Ruston......................... 19,215 * 16,715
National Polling Trends Limited...... 52,082 * 50,082
Sharon Abernethy..................... 804 * 804
Anne Brace........................... 1,866 * 1,866
Babak Derakhshani.................... 1,441 * 1,441
Donald Fleming....................... 410 * 410
John Hamilton........................ 516 * 516
Joe Hutton........................... 4,551 * 4,551
Bryan Kliewer........................ 1,487 * 1,487
Tatyana Bourke....................... 395 * 395
Steven Woolven....................... 4,824 * 4,824
Dieter Zeuner........................ 6,067 * 6,067
Jan Zywiel........................... 1,244 * 1,244
Peter Teixeira....................... 2,018 * 2,018
Paul Tichauer........................ 1,517 * 1,517
* Indicates less than 1%.
----------
We prepared this table based on the information supplied to us by the
selling shareholders named in the table.
The selling shareholders listed in the above table may have sold or
transferred, in transactions exempt from the registration requirements of the
Securities Act, some or all of their shares since the date on which the
information in the above table is presented. Information about the selling
shareholders may change over time. If all registered shares are sold, none of
the selling shareholders will beneficially own any shares other than the 2,500
shares previously held by Mr. Ruston and the 2,000 shares previously held by
National Polling Trends Limited. The selling shareholders may sell any or all of
the shares, subject to federal and state securities laws, but are under no
obligation do so.
Because the selling shareholders may offer all or some of their common
stock from time to time, we cannot estimate the amount of common stock that will
be held by the selling shareholders upon the termination of any particular
offering. See "Plan of Distribution."
PLAN OF DISTRIBUTION
We will not receive any of the proceeds of the sale of the common stock
offered by this prospectus. The selling shareholders and any of their pledgees,
assignees and successors-in-interest named in the Registration Statement on Form
S-3 may, from time to time, sell any or all of their shares of common stock on
any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These sales may be at fixed or negotiated prices. The
selling shareholders may use any one or more of the following methods when
selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account, which may include a firm commitment or
best efforts underwritten offering;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o short sales;
o broker-dealers may agree with the selling shareholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
The selling shareholders may also engage in short sales against the box,
puts and calls and other transactions in our securities or derivatives of our
securities and may sell or deliver shares in connection with these trades. The
selling shareholders may pledge their shares to their brokers under the margin
provisions of customer agreements. If a selling shareholder defaults on a margin
loan, the broker may, from time to time, offer and sell the pledged shares.
Broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling shareholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
We are required to pay all expenses incident to the registration of the
shares for resale by Nikon-Trimble. We have agreed to indemnify and hold
harmless Nikon-Trimble, Nikon Corporation and each underwriter, if any, against
certain losses including liabilities under the Securities Act.
We are required to pay all expenses incident to the registration of the
shares for resale by the former security holders of Applanix, other than fees
and expenses, if any, of counsel or other advisers. We have agreed to indemnify
and hold harmless the former security holders of Applanix against certain losses
including liabilities under the Securities Act, and the former security holders
of Applanix have agreed to indemnify us against certain losses including
liabilities under the Securities Act.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended January 3, 2003, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in this registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
VALIDITY OF COMMON STOCK
The validity of the issuance of our common stock offered by this prospectus
will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, Palo
Alto, California.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference into this Prospectus the
information we file with the SEC, 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 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 made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the sale of all of the shares of
common stock that are part of this offering. The documents we are incorporating
by reference are as follows:
o Our Annual Report on Form 10-K for the fiscal year ended January 3,
2003, as filed with the SEC on March 7, 2003;
o Our Quarterly Report on Form 10-Q for the fiscal quarter ended April
4, 2003, as filed with the SEC on May 15, 2003;
o Our Current Reports on Form 8-K as filed with the SEC on March 28,
2003 (three filings), April 9, 2003, April 14, 2003 (two filings),
April 30, 2003, June 20, 2003 and June 26, 2003;
o 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
o The description of certain dividend rights on our common stock
contained in our Registration Statement on Form 8-A filed on February
18, 1999.
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. You may
request a copy of these filings at no cost (other than exhibits unless such
exhibits are specifically incorporated by reference) by writing or telephoning
our investor relations department at the following address and telephone number:
Trimble Navigation Limited, 645 North Mary Avenue Sunnyvale, California 94085,
(408) 481-8000.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance therewith, we file annual, quarterly and special
reports, proxy statements, and other information with the SEC. You may read and
copy any document we file at the SEC's public reference facilities at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.
Shares of our common stock are traded as "National Market Securities" on
the Nasdaq National Market. Documents we file can be inspected at the offices of
the National Association of Securities Dealers, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.