Attached files
| file | filename |
|---|---|
| EX-4.1 - GARMIN LTD | v180522_ex4-1.htm |
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): April 9,
2010
Garmin
Ltd.
(Exact
name of registrant as specified in its charter)
|
Cayman
Islands
(State
or other jurisdiction of
incorporation)
|
0-31983
(Commission
File
Number)
|
98-0229227
(I.R.S.
Employer
Identification
No.)
|
P.O.
Box 10670, Grand Cayman KY1-1006
Suite
3206B, 45 Market Street, Gardenia Court
Camana
Bay, Cayman Islands
(Address
of principal executive office)(Zip Code)
(345)
640-9050
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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
3.03
|
Material
Modification to Rights of Security
Holders.
|
On April
9, 2010, the board of directors of Garmin Ltd. (the "Company") approved, and the
Company and Computershare Limited entered into, an amendment to that certain
Rights Agreement between the Company and Computershare Limited, as successor to
UMB Bank, n.a., dated as of October 25, 2001, as amended on November 7, 2005
(the "Rights Agreement"), to permit notice to be made to rights holders through
the filing of a Current Report on Form 8-K with the Securities and Exchange
Commission, as an alternative to the current provisions which permit notice by
first-class mail only. The amendment, approved by the Company's
Board in accordance with Section 26 of the Rights Agreement, is
attached hereto as an exhibit and incorporated by reference.
Also on April 9, 2010, the board of
directors of the Company ordered the redemption of the rights issued to the
Company's shareholders pursuant to the Rights Agreement, such redemption to take
effect on April 15, 2010. In accordance with Section 23 of the Rights
Agreement, the Company will redeem the rights in exchange for a cash payment of
$0.001 per right (the "Redemption Consideration"). The Redemption
Consideration is payable to shareholders of record on April 15, 2010 and will be
paid on April 30, 2010, along with the Company's annual
dividend. This Current Report on Form 8-K constitutes valid notice of
the redemption of the rights in accordance with the Rights Agreement, as
amended.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
4.1
|
Amendment dated as of April 9, 2010 to the Rights Agreement dated as of October 25, 2001 between the Company and Computershare Limited, as successor to UMB Bank, n.a. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Garmin
Ltd.
|
||
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By:
|
/s/
Andrew R. Etkind
|
|
|
Andrew
R. Etkind
Vice
President, General Counsel and
Secretary
|
||
Date:
April 9, 2010
EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
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4.1
|
Amendment
dated as of April 9, 2010 to the Rights Agreement dated as of October 25,
2001 between the Company and Computershare Limited, as successor to UMB
Bank, n.a.
|