Securities Registration: Employee Benefit Plan (s-8)
June 12 2019 - 6:29PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on June 12, 2019
Registration
No. 333-_____
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
GARMIN
LTD.
(Exact
name of registrant as specified in its charter)
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Switzerland
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98-0229227
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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Mühlentalstrasse
2
8200 Schaffhausen
Switzerland
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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Garmin
Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 7, 2019
(Full
title of the plan)
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)
Copy
to:
Victoria
R. Westerhaus
Bryan
Cave Leighton Paisner LLP
1200
Main Street, Suite 3800
Kansas
City, Missouri 64105
(816)
374-3223
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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.
☐
CALCULATION
OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be
registered
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Proposed
maximum offering
price per share
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Proposed maximum
aggregate offering
price
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Amount of
registration
fee
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Registered Shares, CHF 0.10 per share par value
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2,000,000
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(1)
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$
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66.67
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(2)
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$
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133,340,000
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(2)
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$
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16,160.81
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(2)
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(1)
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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.
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(2)
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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.
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.
Item
8. Exhibits
Exhibit Index
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.
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GARMIN
LTD.
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By:
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/s/
Clifton A. Pemble
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Clifton
A. Pemble
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President
and Chief Executive Officer
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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.
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Signature
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Title
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Date
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/s/
Clifton A. Pemble
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President and Chief
Executive Officer and Director
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June 12, 2019
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Clifton A. Pemble
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(principal executive
officer)
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/s/
Douglas G. Boessen
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Chief
Financial Officer and Treasurer
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June 12, 2019
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Douglas G. Boessen
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(principal accounting
and financial officer)
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/s/
Jonathan C. Burrell
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Director
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June 12, 2019
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Jonathan C. Burrell
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/s/
Joseph J. Hartnett
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Director
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June 12, 2019
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Joseph J. Hartnett
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/s/
Min H. Kao
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Director
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June 12, 2019
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Dr. Min H. Kao
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/s/
Catherine A. Lewis
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Director
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June 12, 2019
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Catherine A. Lewis
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/s/Charles
W. Peffer
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Director
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June 12, 2019
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Charles W. Peffer
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