GARMIN LTD — Regulatory Filings 2019

Jun 13, 2019

S-8 1 fs82019_garminltd.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 12, 2019

Registration No. 333-_____

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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GARMIN LTD.

(Exact name of registrant as specified in its charter)

Switzerland	98-0229227
(State
or other jurisdiction of	(I.R.S.
Employer
incorporation
or organization)	Identification
No.)

| Mühlentalstrasse

2 8200 Schaffhausen Switzerland	N/A
(Address
of principal executive offices)	(Zip
Code)

Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 7, 2019

(Full title of the plan)

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Andrew R. Etkind, Esq.

c/o Garmin International, Inc.

1200 East 151st Street

Olathe, Kansas 66062

(Name and address of agent for service)

(913) 397-8200

(Telephone number, including area code, of agent for service)

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Copy to:

Victoria R. Westerhaus

Bryan Cave Leighton Paisner LLP

1200 Main Street, Suite 3800

Kansas City, Missouri 64105

(816) 374-3223

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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CALCULATION OF REGISTRATION FEE

Title of securities to be registered — Registered Shares, CHF 0.10 per share par value	2,000,000	(1)	Proposed maximum offering price per share — $ 66.67	(2)	Proposed maximum aggregate offering price — $ 133,340,000	(2)	Amount of registration fee — $ 16,160.81	(2)

(1) This registration statement relates to additional shares of Garmin Ltd. Registered Shares, CHF 0.10 per share par value (the “Registered Shares”), to be registered under the Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 7, 2019 (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers any additional shares of Registered Shares that may be offered or issued under the Plan due to adjustments for changes resulting from stock dividends, stock splits, recapitalizations, mergers, reorganizations, combinations or exchanges or other similar events.

(2) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon 85% (see explanation in following sentence) of the average of the high and low prices of the Registered Shares as reported on The Nasdaq Global Select Market on June 6, 2019, because the price at which the shares may be purchased under the Plan in the future is not currently determinable. Pursuant to the Plan, which is incorporated by reference herein, the purchase price of a Registered Share will be the lesser of (i) 85% of the fair market value (as defined in the Plan) of a Registered Share on the first trading day of the applicable accumulation period, or (ii) 85% of the fair market value of such share on the last day of the accumulation period.

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EXPLANATORY NOTE

This registration statement is being filed by Garmin Ltd., a Swiss corporation (the “Company”), to register an additional 2,000,000 shares of the Company’s Registered Shares, CHF 0.10 per share par value (the “Registered Shares”), which are available for issuance under the Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 7, 2019 (the “Plan”).

Pursuant to General Instruction E to Form S-8, the Company hereby incorporates by reference into this registration statement the entire contents of, including all documents incorporated by reference or deemed incorporated by reference into, its registration statement on Form S-8 (File No. 333-51470) filed with the Securities and Exchange Commission (the “Commission”) on December 8, 2000, Post-Effective Amendment No. 1 filed with the Commission on June 28, 2010, with respect to the Plan and Form S-8 (File No. 333-205945) filed with the Commission on July 30, 2015.

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 6. Indemnification of Directors and Officers.

Although this area of law is unsettled in Switzerland, the Company believes, based on the interpretation of leading Swiss legal scholars, which is a persuasive authority in Switzerland, that, under Swiss law, the Company may indemnify the members of its board of directors and its officers unless the indemnification results from a breach of their duties that constitutes gross negligence or intentional breach of duty of the member of the board of directors or officer concerned. The Company’s articles of association make indemnification of members of the board of directors and officers and advancement of expenses to defend claims against members of the board of directors and officers mandatory on the part of the Company to the fullest extent allowed by Swiss law. Swiss law permits, and the Company’s articles of association authorize, the Company, or each member of the board of directors or officer individually, to purchase and maintain insurance on behalf of such members of the board of directors and officers. The Company has obtained such insurance from one or more third party insurers. The Company has entered into indemnification agreements with its directors and officers indemnifying such persons against liability they may incur in such capacities.

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Item 8. Exhibits

Exhibit Number	Description
4.1	Articles of Association of Garmin Ltd., as amended and restated on June 8, 2018 (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 20, 2019, and incorporated herein by reference)
5.1	Opinion of Homburger AG, Swiss counsel to the registrant, regarding the legality of the securities being registered
23.1	Consent of Ernst & Young LLP
23.2	Consent of Homburger AG (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
99.1	Garmin Ltd. Employee
Stock Purchase Plan, as Amended and Restated on June 7, 2019 (filed as Exhibit 10.1 to the Company’s Form 8-K filed on June
10, 2019 and incorporated herein by reference)

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Exhibit Index

Exhibit Number	Description
4.1	Articles of Association of Garmin Ltd., as amended and restated on June 8, 2018 (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 20, 2019, and incorporated herein by reference)
5.1	Opinion of Homburger AG, Swiss counsel to the registrant, regarding the legality of the securities being registered
23.1	Consent of Ernst & Young LLP
23.2	Consent of Homburger AG (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
99.1	Garmin Ltd. Employee
Stock Purchase Plan, as Amended and Restated on June 7, 2019 (filed as Exhibit 10.1 to the Company’s Form 8-K filed on June
10, 2019 and incorporated herein by reference)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Olathe, State of Kansas, on June 12, 2019.

| GARMIN

LTD.
By:	/s/
Clifton A. Pemble
	Clifton
A. Pemble
	President
and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Clifton A. Pemble, Douglas G. Boessen and Andrew R. Etkind and each of them, the undersigned’s true and lawful attorneys-in-fact and agents with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/
Clifton A. Pemble	President and Chief
Executive Officer and Director	June 12, 2019
Clifton A. Pemble	(principal executive
officer)
/s/
Douglas G. Boessen	Chief
Financial Officer and Treasurer	June 12, 2019
Douglas G. Boessen	(principal accounting
and financial officer)
/s/
Jonathan C. Burrell	Director	June 12, 2019
Jonathan C. Burrell
/s/
Joseph J. Hartnett	Director	June 12, 2019
Joseph J. Hartnett
/s/
Min H. Kao	Director	June 12, 2019
Dr. Min H. Kao
/s/
Catherine A. Lewis	Director	June 12, 2019
Catherine A. Lewis
/s/Charles
W. Peffer	Director	June 12, 2019
Charles W. Peffer

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