S-3/A

As filed with the Securities and Exchange Commission on March 28, 2003

Registration No. 333-103676

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Trimble Navigation Limited

((Exact name of Registrant as specified in its charter)

California	94-2802192
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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)

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.     o

      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.     þ

      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.     o

      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.     o

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

      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.

      Trimble Navigation Limited hereby amends Item 16 of Part II of the registration statement solely to amend Exhibits 5.1 and 23.2 to the registration statement.

Item 16.     Exhibits

Exhibit
Number		Description of Exhibit
	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 (revised).
	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.
**	Previously filed.

(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 3.8 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2002.

1

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 Amendment Number 1 to Registration Statement No. 333-103676 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, California, on March 28, 2003.

TRIMBLE NAVIGATION LIMITED

By:  /s/ MARY ELLEN GENOVESE

Name: Mary Ellen Genovese

Title:  Chief Financial Officer

      Pursuant to the requirements of the Securities Act of 1933, this Amendment Number 1 to Registration Statement No. 333-103676 has been signed by the following persons, in the capacities indicated, as of March 28, 2003.

Name	Title
/s/ STEVEN W. BERGLUND Steven W. Berglund	President, Chief Executive Officer, Director
/s/ MARY ELLEN GENOVESE Mary Ellen Genovese	Chief Financial Officer
* Anup V. Singh	Corporate Controller
* Robert S. Cooper	Director
* John B. Goodrich	Director
* William Hart	Director
* Ulf J. Johansson	Director
* Bradford W. Parkinson	Director
*By: /s/ MARY ELLEN GENOVESE Mary Ellen Genovese Attorney-in-Fact

2

INDEX TO THE EXHIBITS

Exhibit
Number		Description of Exhibit
	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 (revised).
	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**

*	To be filed by amendment or by a report on Form 8-K.
**	Previously filed.

(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 3.8 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2002.

3 EX-5.1 3 f88412a1exv5w1.txt EXHIBIT 5.1 Exhibit 5.1 [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] March 28, 2003 Trimble Navigation Limited 645 North Mary Avenue Sunnyvale, CA 94088 Re: Trimble Navigation Limited Registration Statement on Form S-3. ----------------------------------- Ladies and Gentlemen: We have acted as special counsel to Trimble Navigation Limited, a California corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the issuance and sale from time to time by the Company, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Act, of shares of common stock, no par value, of the Company and the associated rights to purchase of Series A Participating Preferred Stock, issuable pursuant to that certain Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated February 18, 1999 (the "Common Stock") with an aggregate public offering price of up to $100,000,000 or the equivalent thereof in one or more currencies. This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement relating to the Common Stock; (ii) a specimen certificate representing the Common Stock; (iii) the Restated Articles of Incorporation of the Company (the "Articles of Incorporation"); (iv) the Amended and Restated By-laws of the Company, as currently in effect (the "By-laws"); and (v) certain resolutions adopted on March 6, 2003 by the Board of Directors of the Company (the "Board of Directors") relating to the issuance, sale and registration of the Common Stock. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies and the authenticity of the originals of such latter documents. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. Members of our firm are admitted to the bar in the State of California, and we do not express any opinion as to the laws of any other jurisdiction other than the laws of the State of California and the laws of the United States of America to the extent referred to specifically herein. The Common Stock may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof. Based upon and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that: With respect to any offering of the Common Stock by the Company (the "Offered Common Stock"), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement or term sheet with respect to the Offered Common Stock has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Common Stock is to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Common Stock has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance of the Offered Common Stock and related matters; (v) any shareholder action that may be required to authorize the offer or issuance of any of the Offered Common Stock shall have been taken in accordance with applicable law, the Articles of Incorporation and By-laws; (vi) the terms of the issuance and sale of the Offered Common Stock have been duly established in conformity with the Articles of Incorporation and By-laws so as not to violate any applicable law, the Articles of Incorporation or By-laws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vii) certificates in the form required under California corporate law representing the shares of Offered Common Stock are duly executed, countersigned, registered and delivered upon payment of the agreed upon consideration therefor, the shares of Offered Common Stock, when issued and sold in accordance with the applicable underwriting agreement with respect to the Offered Common Stock or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the use of our name under the heading "Legal Matters" in the prospectus which forms a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                                                     Exhibit 5.1

        [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]



                                                        March 28, 2003


Trimble Navigation Limited
645 North Mary Avenue
Sunnyvale, CA 94088

                        Re:     Trimble Navigation Limited
                                Registration Statement on Form S-3.
                                -----------------------------------

Ladies and Gentlemen:

        We have acted as special counsel to Trimble Navigation Limited, a
California corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement"), filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act").  The Registration Statement relates to the
issuance and sale from time to time by the Company, pursuant to Rule 415 of the
General Rules and Regulations promulgated under the Act, of shares of common
stock, no par value, of the Company and the associated rights to purchase of
Series A Participating Preferred Stock, issuable pursuant to that certain
Rights Agreement between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, dated February 18, 1999 (the "Common Stock") with an
aggregate public offering price of up to $100,000,000 or the equivalent thereof
in one or more currencies.

        This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.

        In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of:

        (i)     the Registration Statement relating to the Common Stock;

        (ii)    a specimen certificate representing the Common Stock;

        (iii)   the Restated Articles of Incorporation of the Company (the
                "Articles of Incorporation");

        (iv)    the Amended and Restated By-laws of the Company, as currently
                in effect (the "By-laws"); and

        (v)     certain resolutions adopted on March 6, 2003 by the Board of
                Directors of the Company (the "Board of Directors") relating
                to the issuance, sale and registration of the Common Stock.

        We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

        In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, photostatic or facsimile
copies and the authenticity of the originals of such latter documents.  As to
any facts material to the opinions expressed herein which were not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others.

        Members of our firm are admitted to the bar in the State of California,
and we do not express any opinion as to the laws of any other jurisdiction
other than the laws of the State of California and the laws of the United
States of America to the extent referred to specifically herein.  The Common
Stock may be issued from time to time on a delayed or continuous basis, and
this opinion is limited to the laws, including the rules and regulations, as
in effect on the date hereof.

        Based upon and subject to the foregoing and to the other qualifications
and limitations set forth herein, we are of the opinion that:

        With respect to any offering of the Common Stock by the Company (the
"Offered Common Stock"), when (i) the Registration Statement, as finally
amended (including all necessary post-effective amendments), has become
effective under the Act; (ii) an appropriate prospectus supplement or term
sheet with respect to the Offered Common Stock has been prepared, delivered
and filed in compliance with the Act and the applicable rules and regulations
thereunder; (iii) if the Offered Common Stock is to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to
the Offered Common Stock has been duly authorized, executed and delivered by
the Company and the other parties thereto; (iv) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate officers
of the Company have taken all necessary corporate action to approve the
issuance of the Offered Common Stock and related matters; (v) any shareholder
action that may be required to authorize the offer or issuance of any of the
Offered Common Stock shall have been taken in accordance with applicable law,
the Articles of Incorporation and By-laws; (vi) the terms of the issuance and
sale of the Offered Common Stock have been duly established in conformity with
the Articles of Incorporation and By-laws so as not to violate any applicable
law, the Articles of Incorporation or By-laws or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; and (vii) certificates in the form
required under California corporate law representing the shares of Offered
Common Stock are duly executed, countersigned, registered and delivered upon
payment of the agreed upon consideration therefor, the shares of Offered
Common Stock, when issued and sold in accordance with the applicable
underwriting agreement with respect to the Offered Common Stock or any other
duly authorized, executed and delivered valid and binding purchase or agency
agreement, will be duly authorized, validly issued, fully paid and
nonassessable.

        We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.  We also hereby consent to the use of
our name under the heading "Legal Matters" in the prospectus which forms a
part of the Registration Statement.  In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.  This opinion is expressed as of the date hereof unless
otherwise expressly stated, and we disclaim any undertaking to advise you of
any subsequent changes in the facts stated or assumed herein or of any
subsequent changes in applicable laws.



                                  Very truly yours,

                                  /s/ Skadden, Arps, Slate, Meagher & Flom LLP