As filed with the Securities and Exchange Commission on June 16, 2023
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 charter)
Switzerland |
98-0229227 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
Mühlentalstrasse 2 |
N/A |
(Address of principal executive offices) |
(Zip Code) |
Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 9, 2023
(Full title of the plan)
Joshua H. Maxfield, 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) 374-3200
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 |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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.
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, par value CHF 0.10 per share (the “Registered Shares”), which are available for issuance under the Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on June 9, 2023 (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, (i) the registration statement on Form S-8 (File No. 333-51470) filed with the Securities and Exchange Commission (the “Commission”) on December 8, 2000 and Post-Effective Amendment No. 1 filed with the Commission on June 28, 2010, (ii) the registration statement on Form S-8 (File No. 333-205945) filed with the Commission on July 30, 2015 and (iii) the registration statement on Form S-8 (File No. 333-232086), each relating to securities of the same class as to which this Registration Statement relates, are hereby incorporated by reference in this Registration Statement, except as amended or supplemented in Part II of this Registration Statement on Form S-8.
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.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
Exhibit No. |
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Description |
5.1 |
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10.1 |
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23.1 |
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23.2 |
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24.1 |
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107 |
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*Filed herewith
1
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 15, 2023.
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GARMIN LTD. |
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By: |
/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 person 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 and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto any of said attorneys-in-fact and agents, 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 as to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that any of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done 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 on June 15, 2023.
Signature |
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Title |
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Date |
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/s/ Clifton A. Pemble |
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Director, President and Chief Executive Officer |
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June 15, 2023 |
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 15, 2023 |
Douglas G. Boessen |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Dr. Min H. Kao |
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Executive Chairman |
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June 15, 2023 |
Dr. Min H. Kao
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/s/ Jonathan C. Burrell |
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Director |
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June 15, 2023 |
Jonathan C. Burrell
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/s/ Joseph J. Hartnett |
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Director |
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June 15, 2023 |
Joseph J. Hartnett
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/s/ Catherine A. Lewis |
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Director |
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June 15, 2023 |
Catherine A. Lewis
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/s/ Charles W. Peffer |
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Director |
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June 15, 2023 |
Charles W. Peffer |
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3
EXHIBIT 5.1 |
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To:
Garmin Ltd. Mühlentalstrasse 2 8200 Schaffhausen Switzerland |
Homburger AG Prime Tower Hardstrasse 201 CH–8005 Zurich
T +41 43 222 10 00 F +41 43 222 15 00 lawyers@homburger.ch |
Zurich, June 16, 2023 |
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Garmin Ltd. |
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Registration Statement on Form S-8 |
We have acted and are acting as Swiss counsel to Garmin Ltd., a stock corporation incorporated under the laws of Switzerland (the Company), in connection with the Registration Statements on Form S-8 (the Registration Statements) to be filed with the United States Securities and Exchange Commission (the SEC) on the date hereof under the Securities Act of 1933, as amended (the Act), with respect to the registration of:
As such counsel, we have been requested to give our opinion as to certain legal matters under Swiss law.
Capitalized terms used herein shall have the meaning attributed to them in the Documents (as defined below) unless otherwise defined herein. The Company's registered shares, each with a nominal value of CHF 0.10, are referred to herein as Registered Shares.
This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof as currently applied by the Swiss courts. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and is not to be read as extending, by implication or otherwise, to any document referred to in the Documents (other than listed below) or any other matter.
For purposes of this opinion, we have not conducted any due diligence or similar investigation as to factual circumstances which are or may be referred to in the Documents, and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.
For the purpose of giving this opinion, we have only reviewed originals or copies of the following documents (collectively the Documents):
No documents have been reviewed by us in connection with this opinion other than those listed above. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.
In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.
In rendering the opinion below, we have assumed the following:
Based on the foregoing and subject to the qualifications set out below, we are of the opinion that:
The above opinions are subject to the following qualifications:
__________
We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes that are made or brought to our attention hereafter.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statements. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
This opinion is governed by and shall be construed in accordance with the laws of Switzerland.
Sincerely yours,
HOMBURGER AG
/s/ David Oser
David Oser
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 9, 2023, of our reports dated February 22, 2023, with respect to the consolidated financial statements and schedule of Garmin Ltd. and Subsidiaries and the effectiveness of internal control over financial reporting of Garmin Ltd. and Subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Kansas City, Missouri
June 16, 2023
EXHIBIT 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
Garmin Ltd.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security class title |
Fee calculation rule |
Amount registered(1) |
Proposed maximum offering price per share(2) |
Maximum aggregate offering price(2) |
Fee rate |
Amount of registration fee |
Equity |
Registered Shares, CHF 0.10 par value per share |
Rule 457(h) |
2,000,000 |
$90.84 |
$181,680,000 |
0.0001102 |
$20,021.14 |
Total Offering Amounts |
$181,680,000 |
-- |
$20,021.14 |
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Total Fee Offsets |
-- |
-- |
-- |
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Net Fee Due |
-- |
-- |
$20,021.14 |
(1) This registration statement covers (i) 2,000,000 additional shares of Garmin Ltd. Registered Shares, CHF 0.10 par value per share (the “Registered Shares”) to be registered under the Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 9, 2023 (the “Plan”) and (ii) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), 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) Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, was calculated upon 85% (see explanation in following sentence) of the average of the high and low prices of the Registered Shares as reported on the New York Stock Exchange on June 14, 2023, 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 last trading day of the applicable accumulation period, or (ii) 85% of the fair market value of such share on the first day of the accumulation period.