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Cayman
Islands
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98-0229227
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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P.O.
Box 10670, Grand Cayman KY1-1006
Suite
3206B, 45 Market Street, Gardenia Court
Camana
Bay, Cayman Islands
(345)
640-9050
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(Address
and Telephone Number of Principal Executive
Offices)
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John
A. Granda, Esq.
Stinson
Morrison Hecker LLP
1201
Walnut Street
Kansas
City, Missouri 64106
(816)
842-8600
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Title
of securities to be registered(1)
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Amount
to be registered (2)
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Maximum
offering price per share (3)
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Proposed
maximum aggregate offering price
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Amount
of registration fee
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Common
Shares, $0.005 par value(4)
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1,000,000
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$61.15
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$61,150,000
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$2,403.20
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(1)
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In
addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this
registration statement also covers an indeterminate amount of interests
to
be offered or sold pursuant to the employee benefit plan described
herein.
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(2)
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This
registration statement also relates to an indeterminate number of
additional Common Shares that may be issued pursuant to anti-dilution
and
adjustment provisions of the employee benefit plan described
herein.
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(3)
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Estimated
solely for purposes of calculating the registration fee in accordance
with
Rule 457(c) and (h)(1) of the Securities Act of 1933, based on the
average
of the high and low prices of the Common Shares as quoted on the
Nasdaq
National Market on February 26, 2008.
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(4)
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This
registration statement also relates to rights to purchase preferred
shares
of the registrant that are attached to all Common Shares issued pursuant
to the terms of the registrant's Rights Agreement dated as of October
25,
2001, as amended on November 7, 2005. Until the occurrence of certain
prescribed events, the rights are not exercisable, are evidenced
by the
certificate for the Common Shares and will be transferred with and
only
with such Common Shares. Because no separate consideration is paid
for the
rights, the registration fee for them is included in the fee for
Common
Shares.
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·
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incorporated
documents are considered part of this registration
statement;
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·
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we
can disclose important information by referring the reader to these
documents, which may be documents that we previously have filed with
the
SEC or that we will file with the SEC in the future;
and
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·
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information
that we file with the SEC will automatically update and supersede
this
registration statement and any previously incorporated
information.
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·
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The
Company's Annual Report on Form 10-K for the fiscal year ended December
29, 2007, filed with the SEC on February 26,
2008;
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·
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The
Plan's Annual Report on Form 11-K for the fiscal year ended December
31,
2006 filed with the SEC on June 29,
2007;
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·
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The
Company's Current Reports on Form 8-K filed January 17, 2008 and
February
20, 2008 (excluding the information and exhibit furnished pursuant
to Item
2.02);
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·
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The
description of the Company's common shares contained in the Company's
registration statement on Form 8-A dated November 17, 2000, as filed
with
the SEC pursuant to Section 12 of the Exchange Act, including any
amendment thereto or report filed for the purpose of updating such
description; and
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·
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The
description of the Company's preferred share purchase rights contained
in
the Company's registration statement on Form 8-A dated June 10, 2005,
as
filed with the SEC pursuant to Section 12 of the Exchange Act, including
any amendment thereto or report filed for the purpose of updating
such
description.
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Exhibit
Number
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Description
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4.1
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Garmin
International, Inc. 401(k) and Pension Plan (f/k/a Garmin International,
Inc. Savings and Profit Sharing Plan), as amended and restated (Previously
filed as Exhibit 4.1 to the Company's Registration Statement filed
on May
11, 2005).
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5.1
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Opinion
of Maples and Calder, Cayman Islands counsel to the registrant, regarding
the legality of the securities being registered.
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5.2
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Favorable
Opinion Letter, dated February 27, 2002, issued by the Internal Revenue
Service to T. Rowe Price Trust Company, the prototype plan sponsor
of the
form of plan document used for the Garmin International, Inc. 401(k)
and
Pension Plan (Previously filed as Exhibit 5.2 to the Company’s
Registration Statement filed on May 11, 2005).
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5.3
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Opinion
of Stinson Morrison Hecker LLP regarding the legality of the securities
being registered
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23.1
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Consent
of Ernst & Young LLP
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23.2
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Consent
of Maples and Calder (included in Exhibit 5.1)
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23.3
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Consent
of Stinson Morrison Hecker LLP (included in Exhibit 5.3)
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24.1
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Power
of Attorney (included on signature page)
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(i)
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To
include any prospectus required by section 10(a)(3) of the Securities
Act
of 1933;
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(ii)
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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 Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
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(iii)
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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;
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| By: | /s/ Min H. Kao | |
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Name:
Min H. Kao
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Title:
Chief Executive Officer
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Signature
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Title
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Date
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/s/
Min H. Kao
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Chairman
of the Board of Directors, Chief Executive Officer and Director (principal
executive officer)
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February
28, 2008
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Min
H. Kao
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/s/
Kevin Rauckman
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Chief
Financial Officer and Treasurer (principal accounting and financial
officer)
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February
28, 2008
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Kevin
Rauckman
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||||
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/s/
Charles W. Peffer
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Director
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February
28, 2008
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Charles
W. Peffer
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||||
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/s/
Clifton A. Pemble
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Director
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February
28, 2008
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Clifton
A. Pemble
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||||
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/s/
Gene M. Betts
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Director
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February
28, 2008
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Gene
M. Betts
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||||
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/s/
Donald H. Eller
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Director
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February
28, 2008
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Donald
H. Eller
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||||
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/s/
Thomas A. McDonnell
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Director
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February
28, 2008
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Thomas
A. McDonnell
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Exhibit
Number
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Description
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4.1
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Garmin
International, Inc. 401(k) and Pension Plan (f/k/a Garmin International,
Inc. Savings and Profit Sharing Plan), as amended and restated (Previously
filed as Exhibit 4.1 to the Company's Registration Statement filed
on May
11, 2005).
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5.1
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Opinion
of Maples and Calder, Cayman Islands counsel to the registrant, regarding
the legality of the securities being registered.
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5.2
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Favorable
Opinion Letter, dated February 27, 2002, issued by the Internal Revenue
Service to T. Rowe Price Trust Company, the prototype plan sponsor
of the
form of plan document used for the Garmin International, Inc. 401(k)
and
Pension Plan (Previously filed as Exhibit 5.2 to the Company’s
Registration Statement filed on May 11, 2005).
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5.3
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Opinion
of Stinson Morrison Hecker LLP regarding the legality of the securities
being registered
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23.1
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Consent
of Ernst & Young LLP
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23.2
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Consent
of Maples and Calder (included in Exhibit 5.1)
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23.3
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Consent
of Stinson Morrison Hecker LLP (included in Exhibit 5.3)
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24.1
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Power
of Attorney (included on signature page)
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