Garmin Ltd – IPO: ‘S-1/A’ on 12/1/00

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment #4 to Form S-1                               7     33K 
 2: EX-4.2      Form of Shareholder's Rights Agreement                52    241K 
 3: EX-5.1      Opinion of Maples and Calder                           2      8K 
 4: EX-8.1      Opinion of Sonnenschein Nathe & Rosenthal              1      7K 
 5: EX-10.1     Garmin Ltd. 2000 Equity Incentive Plan                29    126K 

S-1/A   —   Amendment #4 to Form S-1
Document Table of Contents

S-1/A
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As filed with the Securities and Exchange Commission on December 1, 2000      

                                                    Registration No. 333-45514
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

--------------  

AMENDMENT NO. 4       
TO  
FORM S-1  
REGISTRATION STATEMENT  
Under 
The Securities Act of 1933  

--------------  

GARMIN LTD. 
(exact name of registrant as specified in its charter)  

--------------  

CAYMAN ISLANDS                  3812                    98-0229227    
(state or other     (primary standard industrial     (I.R.S. employer 
  jurisdiction of      classification code number)  identification number)
incorporation or                                                        
organization)                                                       

--------------  

Queensgate House  
P.O. Box 30464SMB 
113 South Church Street, George Town, 
Grand Cayman, Cayman Islands  
(345) 946-5203* 
(address, including zip code, and telephone number, including area code, of 
registrant's principal executive offices) 

--------------  

Andrew R. Etkind, Esq.  
c/o Garmin International, Inc.  
1200 East 151st Street  
Olathe, Kansas 66062  
(913) 397-8200  
(name, address, including zip code, and telephone number, including area code,  
of agent for service) 

*Garmin Ltd. maintains its registered office at Ugland House, South Church      
Street, George Town, Grand Cayman, Cayman Islands, and its principal executive  
offices at Queensgate House, P.O. Box 30464SMB, 113 South Church Street,        
George Town, Grand Cayman, Cayman Islands. The executive offices of Garmin      
Ltd.'s principal United States subsidiary are located at 1200 East 151st        
Street, Olathe, Kansas 66062. The telephone number there is (913) 397-8200.     

--------------  

Copies to:  
JOHN F. MARVIN, ESQ.                 VINCENT PAGANO, JR., ESQ.
Sonnenschein Nath & Rosenthal           Simpson Thacher & Bartlett    
4520 Main Street                     425 Lexington Avenue 
Kansas City, Missouri 64111           New York, New York 10017-3954 

--------------  

Approximate date of commencement of sale to the public: As soon as          
practicable after the effective date of this registration statement.            

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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, please check the following box. [_]                                       

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, 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(d)    
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. [_]                                                      

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

CALCULATION OF REGISTRATION FEE 
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                                                                [Download Table]

                                                 Proposed                      
                                             Maximum Aggregate                 
           Title of Each Class of            Offering Proceeds    Amount of    
        Securities to be Registered               (1)(2)       Registration Fee
-------------------------------------------------------------------------------
                                                                               
Common shares, par value US$0.01 per                                           
 share.....................................   US$230,000,000     US$60,720(3)  
-------------------------------------------------------------------------------

------------------------------------------------------------------------------- 
(1) Includes $30,000,000 subject to the underwriters' over-allotment option.    
(2) Estimated solely for the purpose of computing the amount of the             
  registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(3) A fee of $60,720 was previously paid with the initial filing on September   
11, 2000.                                                               

--------------  

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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EXPLANATORY NOTE

The sole purpose of this amendment is to file certain exhibits not    
previously filed and to refile an exhibit previously filed to include the       
relevant appendix to such exhibit. Accordingly, this Amendment consists only of 
the facing page, this note and Part II of the registration statement. The       
prospectus and financial statement schedules are unchanged and have been        
omitted.                                                                        

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution                            

The following table sets forth the estimated expenses, other than the 
underwriting discounts and commissions, payable by the registrant in connection 
with the offering described in the Registration Statement (all amounts are      
estimated except the SEC registration fee):                                     

                                                                [Download Table]
                                                                               
Securities and Exchange Commission registration fee................. $   60,720
NASD filing fee.....................................................      6,000
Nasdaq National Market listing fee..................................     76,625
Printing and engraving expenses.....................................    150,000
Legal fees and expenses.............................................    450,000
Accounting fees and expenses........................................    300,000
Transfer agent fees.................................................     15,000
Miscellaneous.......................................................     41,655
                                                                     ----------
  Total............................................................. $1,100,000
                                                                     ==========

Item 14. Indemnification of Directors and Officers                              

    Cayman Islands law does not limit the extent to which a company's articles
of association may provide for indemnification of officers and directors,       
except to the extent any such provision may be held by the Cayman Islands       
courts to be contrary to public policy, such as to provide indemnification      
against civil fraud or the consequences of committing a crime. Article 152 of   
our Articles of Association provides for indemnification, to the fullest extent 
permitted by law, of officers and directors for expenses, judgments, fines and  
amounts paid in settlement actually and reasonably incurred in their capacities 
as such, and advancement of expenses of defending any such action, suit or      
proceeding.                                                                     

Item 15. Recent Sales of Unregistered Securities                                

As part of the restructuring of the registrant, on September 22, 2000,
substantially all the shareholders of Garmin Corporation exchanged their common 
shares of Garmin Corporation for 100,000,000 shares (post split) of the         
registrant. These shares were not registered under the Securities Act of 1933.  
Certain of these shares were issued to U.S. shareholders pursuant to an         
exemption from the registration requirements of the Securities Act of 1933      
pursuant to Section 4(2) of, and Rule 506 of Regulation D under, the Securities 
Act of 1933. The remainder of the shares were offered and issued outside the    
United States to individuals who are not citizens or residents of the United    
States. Accordingly, the offering and issuance of these shares were not subject 
to the registration requirements of the Securities Act of 1933 pursuant to      
Regulation S under the Securities Act of 1933.                                  

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Item 16. Exhibits and Financial Statement Schedules                             

                                                                [Download Table]

(a) Exhibits Description                                                      
                                                                              
1.1*         Form of U.S. Purchase Agreement.                                 

1.2*         Form of International Purchase Agreement.                        

3.1**        Memorandum of Association.                                       

3.2**        Articles of Association (as amended).                            

4.1**        Specimen share certificate.                                      

4.2          Form of Shareholders' Rights Agreement.                          

5.1          Opinion of Maples and Calder, Cayman Islands counsel to the      
             Issuer, as to the legality of the shares.                        

8.1          Opinion of Sonnenschein Nath & Rosenthal regarding United States 
             tax matters.                                                     

8.2          Opinion of Maples and Calder regarding Cayman Islands tax matters
             (included in Exhibit 5.1).                                       

10.1         Garmin Ltd. 2000 Equity Incentive Plan.                          

10.2**       Garmin Ltd. 2000 Non-Employee Directors' Option Plan.            

10.3**       Garmin Ltd. Employee Stock Purchase Plan.                        

21.1**       List of Subsidiaries.                                            

23.1**       Consent of Ernst & Young LLP.                                    

23.2         Consent of Maples and Calder (included in Exhibit 5.1).          

             Consent of Sonnenschein Nath & Rosenthal (included in Exhibit    
23.3         8.1).                                                            

24.1**       Powers of Attorney (included on signature page).                 

27.1**       Financial Data Schedule.                                         

---------------------                                                           
*  To be filed by amendment                                                     
** Previously filed                                                             

(b) Financial Statement Schedules                                               

Schedule II Valuation and qualifying accounts                                   

All other schedules for which provision is made in the applicable accounting    
regulation of the Securities and Exchange Commission are not required under the 
related instructions or are inapplicable and therefore have been omitted.       

Item 17. Undertakings                                                           

(a) The undersigned registrant hereby undertakes to provide to the    
underwriters at the closing specified in the underwriting agreement,            
certificates in such denominations and registered in such names as required by  
the underwriters to permit prompt delivery to each purchaser.                   

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(b) Insofar as indemnification for liabilities arising under the      
Securities Act may be permitted to directors, officers and controlling persons  
of the registrant pursuant to the provisions described in item 14, or           
otherwise, we have been advised that in the opinion of the Securities and       
Exchange Commission such indemnification is against public policy as expressed  
in the Securities Act of 1933 and is, therefore, unenforceable. In the event    
that a claim for indemnification against such liabilities (other than payment   
by a 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 of        
whether such indemnification by it is against public policy as expressed in the 
Securities Act of 1933 and will be governed by the final adjudication of such   
issue.                                                                          

(c) The undersigned registrant hereby undertakes that:                

   (i) For purposes of determining any liability under the Securities Act of
1933, 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 Securities Act of 1933 shall be deemed to be part of this             
registration statement as of the time it was declared effective.                

 (ii) For the purposes of determining any liability under the Securities
Act of 1933, 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.                            

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 4 to the registration statement to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the City of     
Olathe, County of Johnson, State of Kansas on December 1, 2000.                 

               Garmin Ltd.

                                   /s/ Gary L. Burrell
                                         By: _________________________________

                                     Gary L. Burrell
                                          Co-Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the registration statement has been signed on December 1, 2000 by the  
following persons in the capacities indicated:                                  

                                                        [Enlarge/Download Table]

Signature                                   Title                                     

                                                                                      
                Min H. Kao*                 Co-Chairman; Co-Chief Executive Officer   
___________________________________________ (Co-Principal Executive Officer)          
                Min H. Kao                                                            

          /s/ Gary L. Burrell               Co-Chairman; Co-Chief Executive Officer   
___________________________________________ (Co-Principal Executive Officer)          
              Gary L. Burrell                                                         

              Kevin Rauckman*               Chief Financial Officer                   
___________________________________________ (Principal Financial Officer and Principal
              Kevin Rauckman                Accounting Officer)                       

              Ruey-Jeng Kao*                Director                                  
___________________________________________                                           
               Ruey-Jeng Kao                                                          


/s/ Andrew R. Etkind                                              
*By:_________________________________                                           
Andrew R. Etkind                                          
Attorney-in-fact                                          

Garmin International, Inc.                Authorized Representative in the      
        U.S.

/s/ Gary L. Burrell                                         
By: _________________________________                                           
Gary L. Burrell, its President                                        

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EXHIBIT INDEX 

                                                                [Download Table]

Exhibits Description                                                         
                                                                             
1.1*     Form of U.S. Purchase Agreement.                                    

1.2*     Form of International Purchase Agreement.                           

3.1**    Memorandum of Association.                                          

3.2**    Articles of Association (as amended).                               

4.1**    Specimen share certificate.                                         

4.2      Form of Shareholders' Rights Agreement.                             

5.1      Opinion of Maples and Calder, Cayman Islands counsel to the Issuer, 
         as to the legality of the shares.                                   

         Opinion of Sonnenschein Nath & Rosenthal regarding United States tax
8.1      matters.                                                            

8.2      Opinion of Maples and Calder regarding Cayman Islands tax matters   
         (included in Exhibit 5.1).                                          

10.1     Garmin Ltd. 2000 Equity Incentive Plan.                             

10.2**   Garmin Ltd. 2000 Non-Employee Directors' Option Plan.               

10.3**   Garmin Ltd. Employee Stock Purchase Plan.                           

21.1**   List of Subsidiaries.                                               

23.1**   Consent of Ernst & Young LLP.                                       

23.2     Consent of Maples and Calder (included in Exhibit 5.1).             

23.3     Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 8.1). 

24.1**   Powers of Attorney (included on signature page).                    

27.1**   Financial Data Schedule.                                            

---------------------                                                           
*  To be filed by amendment                                                     
** Previously filed                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/1/00		1		6
		9/22/00		3
		9/11/00		1					S-1
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