As filed with the Securities and Exchange Commission on March 7, 2003
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Trimble Navigation Limited
(Exact name of Registrant as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
94-2802192
(I.R.S. Employer Identification No.)
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645 North Mary Avenue
Sunnyvale, California 94088
(408) 481-8000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Irwin L. Kwatek
Vice President, General Counsel
Trimble Navigation Limited
645 North Mary Avenue
Sunnyvale, California 94088
(408) 481-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Thomas J. Ivey, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, California 94301
(650) 470-4500
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. []
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. []
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. []
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. []
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CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed Amount of
to be maximum maximum registration
registered (1) offering price aggregate fee
per unit (1)(2) offering price
(1)(2)
Title of each
class of securities
to be registered
Common Stock,
no par value $100,000,000 $8,090
per share (3).....
Rights to purchase N/A N/A
Preferred Stock of
Registrant
Total..... $100,000,000 $8,090
1) An indeterminate number of or aggregate principal amount of the
securities is being registered as may at various times be issued at
indeterminate prices, with an aggregate public offering price not to exceed
$100,000,000 or the equivalent thereof in one or more currencies.
2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
3) Includes rights ("Rights") to purchase shares of the Registrant's Series A
Participating Preferred Stock, issuable pursuant to that certain Rights
Agreement between the Registrant and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, dated February 18, 1999. The value attributable to
the Rights, if any, is reflected in the market price of the Common Stock.
--------------------------
We hereby amend this registration statement on such date or dates as may be
necessary to delay its effective date until we shall file a further amendment
which specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until the registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may
determine.
SUBJECT TO COMPLETION, DATED MARCH 7, 2003
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 6, 2003, the last reported sale price of our common stock on the
Nasdaq National Market was $16.86 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 7, 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, 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 earns 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 (CT) 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:
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.
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, renegotiating our
financial covenants on senior debt instruments. The 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
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. 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 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, 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.
The affect of the movement in foreign exchange rates has been reflected in
the Cumulative Translation Adjustment included in the Accumulative Other
Comprehensive Loss positioned in the Shareholders' Equity on our Consolidated
Balance Sheet Statement located in this Report.
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.
Our Stock Price May Be Volatile.
The price of our common stock can be expected to fluctuate substantially as
it has in the past. The price could react to actual or anticipated quarterly
variations in results of operations, announcements of technological innovations
or new products by us or our competitors, developments related to patents or
other intellectual property rights, developments in our relationship with
customers, suppliers, or strategic partners and other events or factors. In
addition, any shortfall or changes in revenue, gross margins, earnings, or other
financial results from analysts' expectations could cause the price of our
common stock to fluctuate significantly. Additionally, macro-economic factors as
well as market climate for the high-technology sector could also impact the
trading price of our stock.
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, 6645 North Mary Avenue,
Sunnyvale, California 94088 (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, or at the SEC's regional offices in New York, New York and Chicago,
Illinois. 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.
TABLE OF CONTENTS
Prospectus
Page
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
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by the
Registrant in connection with the offerings described in this registration
statement. In addition to the costs and expenses set forth below, we will pay
any selling commissions and brokerage fees and any applicable taxes and fees and
disbursements ("Sales Fees") with respect to securities registered by this
prospectus which we may sell, but these fees cannot be predicted with any
certainty at this time due to the uncertainty as to the number of such
securities. All of the amounts shown are estimates except the Securities and
Exchange Commission ("SEC") registration fee.
SEC registration fee................... $8,090
Legal fees and expenses................ $5,000
Accounting fees and expenses........... $3,500
Miscellaneous expenses................. $1,000
--------
Total.................................. $17,590
Item 15. Indemnification of Directors and Officers
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification, including
reimbursement of expenses incurred, under certain circumstances for liabilities
arising under the Securities Act of 1933. Our restated articles of
incorporation, as amended, and amended bylaws provide for indemnification of our
directors, officers, employees and other agents to the maximum extent permitted
by the California Corporations Code. In addition, we have entered into
indemnification agreements with each of our directors and officers.
Item 16. Exhibits
Exhibit Description of Exhibit
Number
1.1 Form of Underwriting Agreement*
3.1 Restated Articles of Incorporation of the Company filed June 25, 1986.
(2)
3.2 Certificate of Amendment of Articles of Incorporation of the Company
filed October 6, 1988. (2)
3.3 Certificate of Amendment of Articles of Incorporation of the Company
filed July 18, 1990. (2)
3.4 Certificate of Determination of the Company filed February 19, 1999.
(2)
3.8 Amended and Restated Bylaws of the Company. (3)
4.1 Preferred Shares Rights Agreement dated as of February 18, 1999. (1)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on signature page herein).
--------------------------------------------------------------------------------
* To be filed by amendment or by a report on Form 8-K.
(1) Incorporated by reference to Exhibit No. 1 to the registrant's
Registration Statement on Form 8-A, which was filed on February 18,
1999.
(2) Incorporated by reference to identically numbered exhibits to the
registrant's Annual Report on Form 10-K for the fiscal year ended
January 1, 1999.
(3) Incorporated by reference to exhibit number 10.82 to the registrant's
Quarterly Report on Form 10-Q filed on August 12, 2002.
Item 17. Undertakings
We hereby undertake:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii)to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs (1)(i)
and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC
by us pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of our employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described in Item 15 or otherwise, we have been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by our director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
itself is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
We hereby undertake that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(l) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Trimble
Navigation Limited certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, California, on March 7, 2003.
Trimble Navigation Limited
By: /s/ Mary Ellen Genovese
---------------------------
Name: Mary Ellen Genovese
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven W. Berglund and Mary Ellen
Genovese, and each of them individually (with full power to each of them to act
alone), as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact or any of them, or his or their substitute
or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities indicated, as of March 7, 2003.
Name Title
/s/ Steven W. Berglund President, Chief Executive Officer, Director
---------------------------
Steven W. Berglund
/s/ Mary Ellen Genovese Chief Financial Officer
Mary Ellen Genovese
/s/ Anup V. Singh Corporate Controller
---------------------------
Anup V. Singh
/s/ Robert S. Cooper Director
---------------------------
Robert S. Cooper
/s/ John B. Goodrich Director
---------------------------
John B. Goodrich
/s/ William Hart Director
William Hart
/s/ Ulf J. Johansson Director
---------------------------
Ulf J. Johansson
/s/ Bradford W. Parkinson Director
---------------------------
Bradford W. Parkinson
Index to the Exhibits
Exhibit Description of Exhibit
Number
1.1 Form of Underwriting Agreement*
3.1 Restated Articles of Incorporation of the Company filed June 25, 1986.
(2)
3.2 Certificate of Amendment of Articles of Incorporation of the Company
filed October 6, 1988. (2)
3.3 Certificate of Amendment of Articles of Incorporation of the Company
filed July 18, 1990. (2)
3.4 Certificate of Determination of the Company filed February 19, 1999.
(2)
3.8 Amended and Restated Bylaws of the Company. (3)
4.1 Preferred Shares Rights Agreement dated as of February 18, 1999. (1)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on signature page herein).
--------------------------------------------------------------------------------
* To be filed by amendment or by a report on Form 8-K.
(1) Incorporated by reference to Exhibit No. 1 to the registrant's Registration
Statement on Form 8-A, which was filed on February 18, 1999.
(2) Incorporated by reference to identically numbered exhibits to the
registrant's Annual Report on Form 10-K for the fiscal year ended January
1, 1999.
(3) Incorporated by reference to exhibit number 10.82 to the registrant's
Quarterly Report on Form 10-Q filed on August 12, 2002.