As filed with the Securities and Exchange Commission on January 18, 2002
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
TRIMBLE NAVIGATION LIMITED
(Exact name of registrant as specified in its charter)
California 94-2802192
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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)
Steven W. Berglund
President and Chief Executive Officer
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)
Copies to:
Thomas C. Klein, Esq.
Thomas J. Lorr, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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. [ ]
CALCULATION OF REGISTRATION FEE
========================================= ========================= ====================== ====================== ==================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, no par value............ 3,063,341 $15.09(1) $46,225,816 $4,253
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Common Stock, no par value, issuable 612,672 $19.475(2) $11,931,787 $1,098
upon exercise of warrants to
purchase shares of Common Stock....
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Totals................................ 3,676,013 -- $58,157,603 $5,351
========================================= ========================= ====================== ====================== ==================
(1) The Proposed Maximum Offering Price Per Share is estimated solely for
the purpose of calculating the registration fee in accordance with
Rule 457(c) under the Securities Act of 1933, as amended, using the
average of the high and low price reported by the Nasdaq National
Market for the common stock on January 16, 2002, which was
approximately $15.09 per share.
(2) The Proposed Maximum Offering Price Per Share was determined in
accordance with Rule 457(g) under the Securities Act of 1933, as
amended, under which rule the per share price is estimated by
reference to the exercise price of the securities, which is $19.475.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant 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 Commission acting pursuant to said Section 8(a)
may determine.
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The information in this preliminary prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell nor does it seek and offer to buy these
securities in any jurisdiction where the offer of sale is not permitted.
Subject to Completion, Dated January 18, 2002
Prospectus
Trimble Navigation Limited
3,676,013 Shares
Common Stock
This prospectus relates to 3,676,013 shares of our common stock, no par
value, which may be sold from time to time by the selling shareholders named
herein, or their transferees, pledges, donees or successors. These shares
include 612,672 shares that are issuable upon the exercise of outstanding
warrants. The shares were initially sold, and the warrants were initially
issued, in private placement transactions in December 2001 and January 2002.
The shares are being registered to permit the selling shareholders to sell
the shares from time to time in the public market. The shareholders may sell the
common stock through ordinary brokerage transactions, directly to market makers
of our shares or through any other means described in the section beginning on
page 10 titled "Plan of Distribution." We cannot assure you that the selling
shareholders will sell all or any portion of the common stock offered hereby. We
will not receive any of the proceeds from this offering, although we have paid
the expenses of preparing this prospectus and the related Registration
Statement.
Shares of our common stock are quoted on the Nasdaq National Market under
the symbol "TRMB." The last reported sale price of the common stock on January
17, 2002, was $15.15 per share.
We are a California corporation formed in January 1981. Our principal
executive offices are located at 645 North Mary Ave., Sunnyvale, California and
our telephone number is (408) 481-8000.
Investing in our common stock involves risks. See "Risk Factors" beginning
on page 3 to read about risk factors you should consider before purchasing our
common stock.
_____________________________
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 _______ ___, 2002.
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.
TABLE OF CONTENTS
ABOUT TRIMBLE.......................................................3
RISK FACTORS........................................................3
USE OF PROCEEDS.....................................................9
SELLING SHAREHOLDERS................................................9
PLAN OF DISTRIBUTION...............................................10
EXPERTS............................................................12
VALIDITY OF COMMON STOCK...........................................12
INFORMATION INCORPORATED BY REFERENCE..............................12
AVAILABLE INFORMATION..............................................13
Some of the statements under "Risk Factors" and elsewhere in this
prospectus constitute forward-looking statements. These statements relate to
future events or our future financial performance and involve known and unknown
risks, uncertainties and other factors that may cause our actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by the forward looking statements. In some cases, you can identify
forward looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," "continue" or the negative terms or other comparable terminology.
In evaluating these statements, you should specifically consider various
factors, including the risks outlined under "Risk Factors."
Although we believe that the expectations in the forward-looking statements
contained in this prospectus are reasonable we cannot guarantee future results,
levels of activity, performance achievements. You should not place undue
reliance on these forward-looking statements.
2
ABOUT TRIMBLE
Trimble Navigation Limited, a California corporation, develops,
manufactures and distributes innovative products enabled by Global Positioning
System ("GPS") optical, laser and wireless communications technology. We provide
end-users and original equipment manufacturers with solutions for diverse
applications including agriculture, engineering and construction, fleet and
asset management, timing, automobile navigation and military. Our principal
products, which utilize substantial amounts of proprietary software and
firmware, are integrated systems for collecting, analyzing and utilizing
position data in forms optimized for specific end-user applications.
RISK FACTORS
You should carefully consider the following risk factors and all other
information contained in this prospectus before participating in this offering.
Investing in our common stock involves a high degree of risk. If any of the
following risks actually occur, our business, operating results and financial
condition could be materially harmed and you might lose all or part of your
investment.
Fluctuations in Annual and Quarterly Performance.
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 changes in market demand, competitive market conditions, market
acceptance of new or existing products, fluctuations in foreign currency
exchange rates, the cost and availability of components, our ability to
manufacture and ship products, the mix of our customer base and sales channels,
the mix of products sold, our ability to expand our sales and marketing
organization effectively, our ability to attract and retain key technical and
managerial employees and general global economic conditions. Due to the
foregoing factors, our operating results in one or more future periods are
expected to be subject to significant fluctuations. In the event such
fluctuations result in our financial performance being below the expectations of
public market analysts and investors, the price of our common stock could
decline substantially.
Our revenues have historically tended to fluctuate on a quarterly basis due
to the timing of shipments of products under contracts and the sale of licensing
rights. 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. If orders are not received, or if shipments were to be 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. Future revenues are
difficult to predict, and projections are based primarily on historical models,
which are not necessarily accurate representations of the future.
Despite the fluctuations in our quarterly sales patterns, our operating
expenses are incurred on an approximately ratable basis. As a result, if
expected sales are deferred for any reason, our business, operating results and
financial condition could be materially adversely affected.
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 & Construction and
Geographic Information Systems (GIS) products generally have higher gross
margins than our Component Technologies products, absent other factors, a shift
in sales toward Engineering & Construction and GIS products would lead to a
gross margin improvement. On the other hand, if market conditions in the highly
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competitive Engineering & Construction 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. These types of events could
have a material effect on our business, operating results and financial
condition.
Risks Associated with Sole Suppliers and Limited Sources.
With the selection of Solectron Corporation in August 1999 as an exclusive
manufacturing partner for many of our GPS products previously manufactured out
of our Sunnyvale facilities, we are substantially dependent upon a sole supplier
for the manufacture of our products. 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. In
addition, we rely on sole suppliers for a number of our critical ASICS. We have
experienced shortages of such supplies in the past. Our 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. The disruption or termination of any of these sources
could have a material adverse effect on our business, operating results and
financial condition. 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 have a material adverse effect on our business, operating
results and financial condition.
Risks Associated with Debt Covenants.
Two of the financial covenants in our Credit Agreement with ABN AMRO Bank,
N.V. 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 cost cutting. Due to uncertainties associated with the downturn in the
worldwide economy, our future revenues by quarter are becoming increasingly more
difficult to forecast and we have recently put in place various cost cutting
measures. 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 are 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.
Risks of Managing Future Growth.
Any significant growth in our sales or any significant 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.
While we plan to expand our sales, accounting, manufacturing, and other
information systems to meet these challenges, there can be no assurance that
these efforts will succeed, or that any existing or new systems over time,
procedures or controls will be adequate to support our operations or that our
systems, procedures and controls will be
4
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 have a material adverse effect on our
business, operating results and financial condition.
Competition.
Our markets are highly competitive. 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. There can be no assurance
that we will be able to implement this strategy successfully, or that any such
products will 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. There
can be no assurance that we will be able to compete successfully against current
or future competitors or that competitive pressures faced by us will not have a
material adverse effect on our business, operating results and financial
condition. We expect that both direct and indirect competition will increase in
the future. Additional competition could adversely affect our business,
operating results and financial condition through price reductions or loss of
market share.
Risks Associated With International Operations and Sales.
Our customers are located throughout the world. In addition, we have
significant offshore operations, including manufacturing facilities, sales
personnel and customer support operations. Our offshore operations include
facilities in Australia, Canada, China, France, Germany, Great Britain, Japan,
Mexico, New Zealand, Sweden, Russia, Singapore and others. Our international
presence exposes us to risks not faced by wholly-domestic companies.
Specifically, we face the following risks, among others, unexpected changes in
regulatory requirements; tariffs and other trade barriers; political, legal and
economic instability in foreign markets, particularly in those markets in which
we maintain manufacturing and research facilities; difficulties in staffing and
management; language and cultural barriers; seasonal reductions in business
activities in the summer months in Europe and some other countries; integration
of foreign operations; longer payment cycles; greater difficulty in accounts
receivable collection; currency fluctuations; and 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.
Volatility of Stock Price.
Our common stock has experienced and can be expected to experience
substantial price volatility in response 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
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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, certain macro-economic factors such as changes in
interest rates as well as market climate for the high-technology sector could
also have an impact on the trading price of our stock.
Dependence on Proprietary Technology; Risk of Patent Infringement Claims.
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. There can be no assurance
that the patents owned or licensed by us will not be invalidated, circumvented,
challenged, or that the rights granted thereunder will provide competitive
advantages to us or that any of our pending or future patent applications will
be issued within the scope of the claims sought by us, if at all. Furthermore,
there can be no assurance that others will not 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. There can be no assurance that the steps taken by us to
protect our technology will 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.
Dependence 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. However, there can be no assurance that development stage products
will be successfully completed or, if developed, will 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 there can be no
assurance that we will 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. In some of our
markets where we currently have a market leadership position, a delay in new
product introductions could have a significant impact on our results of
operations. No assurance can be given that we will not incur problems in the
future in innovating and introducing new products. In addition, some of our
products 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.
6
Strategic Alliances and External Investments.
We are continuously evaluating alliances and external investments in
technologies related to our business, and have entered into many strategic
alliances including making relatively small strategic equity investments in a
number of GPS related technology companies. Acquisitions of companies, divisions
of companies, or products and alliances and strategic investments entail
numerous risks, including (i) the potential inability to successfully integrate
acquired operations and products or to realize anticipated synergies, economies
of scale, or other value; (ii) diversion of management's attention; (iii) loss
of key employees of acquired operations; and (iv) inability to recover strategic
investments in development stage entities. Any such problems could have a
material adverse effect on our business, financial condition, and results of
operations.
We also believe that in certain emerging markets our success will depend on
our ability to form and maintain strategic 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 incur problems from current or future alliances,
acquisitions, or investments. Furthermore, there can be no assurance that we
will realize value from any such strategic alliances, acquisitions, or
investments.
Dependence on Key Customers.
We currently enjoy strong relationships with key customers. An increasing
amount of our revenue is generated from large original equipment manufacturers
such as Siemens VDO Automotive, Nortel, Caterpillar, CNH Global (formerly Case
Corporation), Bosch, and others. 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.
Dependence on Key Markets and Successful Identification of New Markets.
Our current products serve many applications in Engineering & Construction,
Agriculture, Fleet & Asset Management, Component Technologies, and Portfolio
Technologies market segments. No assurances can be given that these market
segments will continue to generate significant or consistent demand for our
products. Existing market segments could be significantly diminished by new
technologies or products that replace or render obsolete our technologies and
products. We are dependent on successfully identifying new markets for our
products. There can be no assurance that we will be able to successfully
identify new high-growth markets in the future. Moreover, there can be no
assurance that new markets will develop for our or our customers' products, or
that our technology or pricing will enable such markets to develop.
Dependence 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.
7
Potential Adverse 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, FAA certification is
required for all aviation products. 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. During the
fourth quarter of 1998, the FCC temporarily suspended the issuance of licenses
for certain of our real-time kinematic products because of interference with
certain other users of similar radio frequencies. An inability or delay in
obtaining such certifications or delays of the FCC could have an adverse effect
on our operating results.
Dependence on 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-three years by the World Radiocommunication
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
radiofrequency bands, together with the GPS signal, to provide enhanced GPS
capabilities, such as real-time kinematic precision. The continuing availability
of these non-GPS radiofrequencies 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 inband 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 operating results.
Potential Adverse Impact of Radiofrequency Congestion.
We have certain products that use integrated radio communication technology
that requires 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.
Reliance on GPS Satellite Network.
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
8
of 7.5 years and are subject to damage by the hostile space environment in which
they operate. However, of the current deployment of 27 satellites in place, some
have already been in place for 12 years and have an average age of six 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 would 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 operating results.
Reliance on Continuous Power Supply.
California recently experienced an energy crisis that threatened to disrupt
our operations and resulted in increased expenses for our California facilities.
In the event of an acute power shortage, that is, when power reserves for the
State of California fall below certain critical levels, California has on some
occasions implemented, and may in the future continue to implement, rolling
blackouts throughout the state. We currently do not have adequate backup
generators or alternate sources of power in the event of a blackout, and our
current insurance does not provide coverage for any damages we or our customers
may suffer as a result of any interruption in our power supply. If blackouts
interrupt our power supply or Solectron's power supply, we would be temporarily
unable to continue operations at our California facilities. Any such
interruption in our ability to continue operations at our facilities or
Solectron's ability to manufacture product at its facilities could damage our
reputation, harm our ability to retain existing customers and to obtain new
customers, and could result in lost revenue, any of which could substantially
harm our business and results of operations.
USE OF PROCEEDS
The selling shareholders will receive all of the proceeds from the shares
to be sold in this offering.
SELLING SHAREHOLDERS
We originally sold the shares of common stock being registered in this
Registration Statement, and we originally issued warrants exercisable for shares
of common stock being registered in this Registration Statement, in private
placement transactions in December 2001 and January 2002. Selling shareholders
may offer and sell the common stock issuable upon exercise of their warrants
pursuant to this prospectus.
The following table contains information as of January 16, 2002, with
respect to the selling shareholders and the number of shares of common stock
beneficially owned by each selling shareholder that may be offered using this
prospectus.
9
Number of Shares
Number of Shares Beneficially Number of Beneficially Owned After
Owned Prior to the Offering Shares That May the Offering(4)
---------------------------- Be Sold in the -------------------------
Name Number(1) Percentage(2) Offering(3) Number Percentage
-------------------------------------------------- ---------------------------- ------------------- -------------------------
AIG SoundShore Holdings Ltd. .................... 148,720 * 148,720 0 *
AIG SoundShore Opportunity Holding Fund ......... 98,280 * 98,280 0 *
AIG SoundShore Private Investors Holding Fund
Ltd. ......................................... 60,000 * 60,000 0 *
AIG SoundShore Strategic Holding Fund Ltd........ 69,000 * 69,000 0 *
Castle Creek Technology Partners LLC............. 480,003 1.7% 480,003 0 *
Cleveland Overseas Ltd........................... 100,001 * 100,001 0 *
Cranshire Capital, L.P. ......................... 304,002 1.1% 304,002 0 *
Euram Cap Strat. "A" Fund Limited ............... 96,000 * 96,000 0 *
First Investors Holding Co., Inc. ............... 640,001 2.3% 640,001 0 *
Pine Ridge Financial Inc......................... 964,602 3.4% 960,002 4,600 *
Steelhead Investments Inc. ...................... 160,001 * 160,001 0 *
ZLP Master Technology Fund, LTD ................. 560,003 * 560,003 0 *
---------------------------------------------------------------------------------------------------------------------------------
* Indicates less than 1%.
(1) Includes shares of common stock issuable upon the exercise of that
particular holder's warrants.
(2) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using
28,144,912 shares of common stock outstanding as of January 16, 2002. In
calculating this amount for each holder, we treated as outstanding the
number of shares of common stock issuable upon exercise of all of that
particular holder's warrants. However, we did not assume the exercise of
any other holder's warrants.
(3) Assumes full exercise of each of the holder's warrants.
(4) Assumes the sale of all shares that may be sold in the offering.
We prepared this table based on the information supplied to us by the
selling shareholders named in the table.
The selling shareholders listed in the above table may have sold or
transferred, in transactions exempt from the registration requirements of the
Securities Act, some or all of their shares or warrants since the date on which
the information in the above table is presented. Information about the selling
shareholders may change over time.
Because the selling shareholders may offer all or some of their common
stock from time to time, we cannot estimate the amount of common stock that will
be held by the selling shareholders upon the termination of any particular
offering. See "Plan of Distribution."
PLAN OF DISTRIBUTION
We will not receive any of the proceeds of the sale of the common stock
offered by this prospectus. The selling shareholders and any of their pledgees,
assignees and successors-in-interest named in the Registration Statement on Form
S-3 may, from time to time, sell any or all of their shares of common stock on
any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These sales may be at fixed or negotiated prices. The
selling shareholders may use any one or more of the following methods when
selling shares:
10
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o short sales;
o broker-dealers may agree with the selling shareholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
The selling shareholders may also engage in short sales against the box,
puts and calls and other transactions in our securities or derivatives of our
securities and may sell or deliver shares in connection with these trades. The
selling shareholders may pledge their shares to their brokers under the margin
provisions of customer agreements. If a selling shareholder defaults on a margin
loan, the broker may, from time to time, offer and sell the pledged shares.
Broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling shareholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
We are required to pay all fees and expenses incident to the registration
of the shares. We have agreed to indemnify the selling shareholders against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act, and the selling shareholders have agreed to indemnify us against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.
11
EXPERTS
The consolidated financial statements of Trimble Navigation Limited
incorporated by reference in our Annual Report on Form 10-K for the year ended
December 31, 2000, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
The combined financial statements of Spectra Precision incorporated by
reference in our Current Report on Form 8-K/A as filed on September 22, 2000,
have been audited by Arthur Andersen LLP, independent auditors, as set forth in
their report thereon incorporated therein and incorporated herein by reference.
Such combined financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
VALIDITY OF COMMON STOCK
The validity of the issuance of our common stock offered by this prospectus
will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference into this Prospectus the
information we file with the SEC, 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 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 made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the sale of all of the shares of
common stock that are part of this offering. The documents we are incorporating
by reference are as follows:
o Our Current Report on Form 8-K/A as filed with the SEC on September
22, 2000;
o Our Annual Report on Form 10-K for the fiscal year ended December 29,
2000, as filed with the SEC on March 29, 2001;
o Our Quarterly Report on Form 10-Q for the quarter ended March 30,
2001, as filed with the SEC on May 14, 2001;
o Our Quarterly Report on Form 10-Q for the quarter ended June 29, 2001,
as filed with the SEC on August 13, 2001;
o Our Quarterly Report on Form 10-Q for the quarter ended September 28,
2001, as filed with the SEC on November 13, 2001;
o Our Current Report on Form 8-K as filed with the SEC on December 24,
2001;
o Our Current Report on Form 8-K as filed with the SEC on January 16,
2002;
12
o 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
o The description of certain dividend rights on our common stock
contained in our Registration Statement on Form 8-A filed on February
18, 1999.
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. You may
request a copy of these filings at no cost (other than exhibits unless such
exhibits are specifically incorporated by reference) by writing or telephoning
our investor relations department at the following address and telephone number:
Trimble Navigation Limited. 645 North Mary Avenue Sunnyvale, California 94088,
(408) 481-8000.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance therewith, we file annual, quarterly and special
reports, proxy statements, and other information with the SEC. You may read and
copy any document we file at the SEC's public reference facilities at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.
Shares of our common stock are traded as "National Market Securities" on
the Nasdaq National Market. Documents we file can be inspected at the offices of
the National Association of Securities Dealers, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.
13
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses, other than any underwriting
discount and commissions, in connection with the issuance and distribution of
the securities being registered. All amounts indicated are estimates (other than
the registration fee):
Registration fee.................................... $5,351
Accounting fees and expenses........................ $11,500
Legal fees and expenses of the registrant........... $25,000
Miscellaneous....................................... $5,000
-----------
Total.......................................... $46,851
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. Our restated articles of incorporation, as
amended, and amended bylaws provide for indemnification of its 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
The following exhibits are filed herewith or incorporated by reference
herein:
Exhibit Number Exhibit Title
-------------------------------------------------------------------------------
3.1 Restated Articles of Incorporation of Trimble Navigation Limited,
filed June 25, 1986. (1)
3.2 Certificate of Amendment of Articles of Incorporation of Trimble
Navigation Limited, filed October 6, 1988. (1)
3.3 Certificate of Amendment of Articles of Incorporation of Trimble
Navigation Limited, filed July 18, 1990. (1)
3.4 Certificate of Determination of Trimble Navigation Limited, filed
February 19, 1999. (1)
3.8 Amended and Restated Bylaws of Trimble Navigation Limited. (2)
4.1 First Amended and Restated Stock and Warrant Purchase Agreement,
dated January 14, 2002. (3)
4.2 Form of Warrant, dated January 14, 2002. (3)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of Ernst & Young LLP, independent accountants.
23.2 Consent of Arthur Andersen LLP, independent accountants.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
II-1
Exhibit Number Exhibit Title
-------------------------------------------------------------------------------
24.1 Power of Attorney (see page II-4 of this Registration Statement).
-------------------
(1) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits" of the registrant's Annual Report on
Form 10-K for the fiscal year ended January 1, 1999, as filed with the SEC
on March 29, 1999.
(2) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits" of the registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, as filed with the
SEC on March 27, 2000.
(3) Incorporated by reference to corresponding exhibits filed in response to
Item 7(c), "Exhibits" of the registrant's Current Report on Form 8-K as
filed with the SEC on January 16, 2002.
Item 17. Undertakings
1. The undersigned registrant hereby undertakes:
(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 (the "Act");
(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 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; and
(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 the undertakings set forth in clauses (i) and (ii)
above shall not apply if the information required to be included in a
post-effective amendment by these clauses is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the Act, 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.
II-2
2. The undersigned registrant hereby undertakes, that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
3. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission 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 a director, officer or controlling person of the registrant
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, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
4. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, 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)(1) or (4) or 497(h)
under the 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 Act, 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.
II-3
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-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, State of California, on January 17, 2002.
TRIMBLE NAVIGATION LIMITED
By: /s/ Steven W. Berglund
--------------------------------------------
Steven W. Berglund
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven W. Berglund and Mary Ellen
Genovese, jointly and severally, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign the Registration
Statement filed herewith and any or all amendments to said Registration
Statement (including post-effective amendments and registration statements filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended and
otherwise), and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission granting
unto said attorneys-in-fact and agents the full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the foregoing, as full to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or her substitute, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, on January 17,
2002, this Registration Statement has been signed by the following persons in
the capacities indicated:
Name Title Date
--------------------------------------------------------------------------------
/s/ Steven W. Berglund President, Chief Executive January 17, 2002
------------------------ Officer and Director
Steven W. Berglund
/s/ Mary Ellen Genovese Chief Financial Officer January 17, 2002
-------------------------
Mary Ellen Genovese
/s/ Anup V. Singh Corporate Controller January 17, 2002
-------------------------
Anup V. Singh
/s/ Robert S. Cooper Director January 17, 2002
-------------------------
Robert S. Cooper
/s/ John B. Goodrich Director January 17, 2002
-------------------------
John B. Goodrich
/s/ William Hart Director January 15, 2002
-----------------------
William Hart
/s/ Ulf J. Johansson Director January 17, 2002
-------------------------
Ulf J. Johansson
/s/ Bradford W. Parkinson Director January 15, 2002
--------------------------
Bradford W. Parkinson
II-4
Exhibit Number Exhibit Title
-------------------------------------------------------------------------------
3.1 Restated Articles of Incorporation of Trimble Navigation Limited,
filed June 25, 1986. (1)
3.2 Certificate of Amendment of Articles of Incorporation of Trimble
Navigation Limited, filed October 6, 1988. (1)
3.3 Certificate of Amendment of Articles of Incorporation of Trimble
Navigation Limited, filed July 18, 1990. (1)
3.4 Certificate of Determination of Trimble Navigation Limited, filed
February 19, 1999. (1)
3.8 Amended and Restated Bylaws of Trimble Navigation Limited. (2)
4.1 First Amended and Restated Stock and Warrant Purchase Agreement,
dated January 14, 2002. (3)
4.2 Form of Warrant, dated January 14, 2002. (3)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of Ernst & Young LLP, independent accountants.
23.2 Consent of Arthur Andersen LLP, independent accountants.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4 of this Registration Statement).
-------------------
(1) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits" of the registrant's Annual Report on
Form 10-K for the fiscal year ended January 1, 1999, as filed with the SEC
on March 29, 1999.
(2) Incorporated by reference to identically numbered exhibits filed in
response to Item 14(a), "Exhibits" of the registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, as filed with the
SEC on March 27, 2000.
(3) Incorporated by reference to corresponding exhibits filed in response to
Item 7(c), "Exhibits" of the registrant's Current Report on Form 8-K as
filed with the SEC on January 16, 2002.
EXHIBIT 5.1
LEGAL OPINION OF WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
January 17, 2002
Trimble Navigation Limited
645 North Mary Ave.
Sunnyvale, California 94088
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about January 17, 2002 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of up to 3,063,341 shares of your common
stock, no par value (the "Shares") and 612,672 shares of your common stock
reserved for issuance upon the exercise of warrants ("Warrant Shares"). As legal
counsel to Trimble Navigation Limited in connection with this transaction, we
have examined the proceedings taken, and are familiar with the proceedings
proposed to be taken, by you in connection with the sale and issuance of the
Shares and Warrant Shares.
It is our opinion that the Shares have been duly authorized and that, upon
completion of the proceedings being taken or contemplated by us, as your
counsel, to be taken prior to the issuance of the Shares, including the
proceedings being taken, if any, in order to permit such transaction to be
carried out in accordance with applicable state securities laws, the Shares,
when issued and sold in the manner described in the Registration Statement, will
be legally and validly issued, fully paid and nonassessable.
It is our opinion that the Warrant Shares, when issued by you upon the
exercise of warrants in accordance with the terms therein, and upon completion
of the proceedings being taken or contemplated by us, as your counsel, to be
taken prior to the issuance of the Warrant Shares, including the proceedings
being taken, if any, in order to permit such transaction to be carried out in
accordance with applicable state securities laws, the Warrant Shares, when
issued and sold in the manner described in the Registration Statement, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto. Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Trimble Navigation
for the registration of 3,676,013 shares of its common stock and to the
incorporation by reference therein of our report dated January 26, 2001, with
respect to the consolidated financial statements and schedule of Trimble
Navigation Limited included in its Annual Report (Form 10-K) for the year ended
December 31, 2000, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
------------------------------
Palo Alto, California
January 16, 2002
EXHIBIT 23.2
CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
July 5, 2000 included in Trimble Navigation Limited's Form 8-K/A filed September
22, 2000 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
------------------------------
Boston, Massachusetts
January 16, 2002