UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to
Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report
(Date of earliest event reported):
February
23, 2007 (February 16, 2007)
Trimble
Navigation Limited
(Exact
name of
registrant as specified in its charter)
|
California
|
0-18645
|
94-2802192
|
|
(State
or
other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
I.D. No.)
|
|
935
Stewart Drive, Sunnyvale, California, 94085
(Address
of
principal executive offices) (Zip
Code)
|
Registrant’s
telephone number, including area code: (408)
481-8000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
1.01.
Entry into a Material Definitive Agreement.
On
February 16,
2007, Trimble Navigation Limited (the “Company”) entered into an amendment and
restatement of the Company’s existing unsecured credit agreement with The Bank
of Nova Scotia, as administrative agent, issuing bank and swing line bank,
Citibank, N.A. and BMO Capital Markets, as co-syndication agents, and Bank
of
America, N.A. and Wells Fargo Bank, N.A., as co-documentation agents, and
a
syndicate of other lenders party to the agreement (the “Credit Agreement”).
The
Credit
Agreement increased the availability under the revolving facility by
$100,000,000, for availability of an aggregate principal amount of up to
$300,000,000, and provided for a term loan in an aggregate principal amount
of
up to $100,000,000, for an aggregate facility of up to $400,000,000. The
funds
available under the Credit Agreement may be used by the Company for general
corporate purposes and for financing certain acquisitions, including the
financing of the acquisition of @Road, Inc. and payment of transaction fees
and
expenses related to the acquisition. Up to $25 million of the revolving facility
may be used for the issuance of letters of credit on behalf of the
Company,
and up to $20
million may be used for swing line loans.
The
Company may
borrow, repay and reborrow funds under the revolving facility until the maturity
of February 16, 2012, at which time the revolving facility terminates, and
all
amounts borrowed must be repaid. Amounts not borrowed under the revolving
facility will be subject to a commitment fee, to be paid in arrears on the
last
day of each fiscal quarter, ranging from 0.125% to 0.225% per annum depending
on
the Company’s leverage ratio as of the most recently ended fiscal quarter.
The
term loan will be repaid in quarterly installments, with principal being
amortized at the following annual rates: year 1 at 10%, year 2 at 15%, year
3 at
15%, year 4 at 20%, year 5 at 20%, with the last quarterly payment to be
made at
the maturity
of February 16,
2012,
together with a final payment of 20% of the original principal amount. The
term
loan may be prepaid by the Company in whole or in part, subject to certain
minimum thresholds, without penalty or premium.
On
February 20, 2007, the Company made an initial borrowing of $150,000,000
under
the revolving facility and $100,000,000 under the term facility of the Credit
Agreement. Additional funds may be borrowed under the Credit Agreement in
U.S.
Dollars or in certain other currencies. Borrowings will bear interest, at
the
Company’s option, at either: (i) a floating per annum base rate based on the
administrative agent’s prime rate or other agreed-upon rate, depending on the
currency borrowed, plus a margin of between 0% and 0.125%, depending on the
Company’s leverage ratio as of its most recently ended fiscal quarter, or (ii) a
reserve-adjusted fixed per annum rate based on LIBOR, EURIBOR, STIBOR or
other
agreed-upon rate, depending on the currency borrowed, plus a margin of between
0.625% and 1.125%, depending on the Company’s leverage ratio as of the most
recently ended fiscal quarter. Interest
will be
paid on the last day of each fiscal quarter with respect to borrowings bearing
interest based on a floating rate, or on the last day of an interest period,
but
at least every three months, with respect to borrowings bearing interest
at a
fixed rate. The
Company’s
obligations under the Credit Agreement are guaranteed by certain of the
Company's domestic subsidiaries.
The
Credit
Agreement contains customary affirmative, negative and financial covenants
including, among other requirements, negative covenants that restrict the
Company's ability to dispose of assets, create liens, incur indebtedness,
repurchase stock, pay dividends, make acquisitions, enter into mergers and
acquisitions, make investments and make capital expenditures, and financial
covenants that require the maintenance of maximum leverage and minimum fixed
charge coverage ratios.
The
Credit
Agreement contains events of default that include, among others, non-payment
of
principal, interest or fees, breach of covenants, inaccuracy of representations
and warranties, cross defaults to certain other indebtedness, bankruptcy
and
insolvency events, material judgments, and events constituting a change of
control. Upon the occurrence and during the continuance of an event of default,
interest on the obligations will accrue at an increased rate and the lenders
may
accelerate the Company’s obligations under the Credit Agreement; however that
acceleration will be automatic in the case of bankruptcy and insolvency events
of default. Additionally, the Company’s subsidiaries that have guaranteed the
Credit Agreement could be required to pay the full amount of the Company's
obligations under the Credit Agreement.
ITEM
2.01
Completion of Acquisition or Disposition of Assets.
On
February 16,
2007, the Company completed the acquisition of @Road, Inc., of Fremont,
California for a total purchase price of $493.1 million. @Road common
stockholders will receive $5.00 in cash and 0.0447 shares of Trimble common
stock for each outstanding share of @Road common stock.
ITEM
2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The
information set
forth under Item 1.01, “Entry into a Material Definitive Agreement,” is
incorporated herein by reference.
ITEM
5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
February 21,
2007, the Company amended Article III of its Articles of Incorporation to
effect
a two-for-one stock split payable on February 22, 2007. The text of the
amendment is as follows:
Article
III of the
Articles of Incorporation of this corporation is amended and restated to
read in
its entirety as follows:
“III
This
Corporation is
authorized to issue two classes of shares to be designated respectively
Preferred Stock (“Preferred”) and Common Stock (“Common”). The total number of
shares of Preferred this corporation shall have the authority to issue is
3,000,000 without par value, and the total number of shares of Common this
corporation shall have the authority to issue is 180,000,000 without par
value.
The Preferred shares authorized by these Articles of Incorporation may be
issued
from time to time in one or more series. The Board of Directors is hereby
authorized to fix or alter the rights, preferences and privileges of any
wholly
unissued series of Preferred shares, and the number of shares constituting
any
such series and the designation thereof, or any of them.
Upon
the adoption
of this amendment each outstanding share of Common is split up and converted
into two shares of Common.”
ITEM
9.01
Financial Statements and Exhibits.
The
Company will
file the financial statements required by Regulation S-X not later than
seventy-one calendar days after the date that this Current Report on Form
8-K is
filed.
SIGNATURES
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the Company has duly
caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
TRIMBLE
NAVIGATION
LIMITED
a
California corporation
Dated:
February 23,
2007 /s/
Irwin
Kwatek
Irwin
Kwatek
Vice
President