As filed with the Securities and Exchange Commission on June 28, 2010

Registration No. 333-149450
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Switzerland
98-0229227
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

Vorstadt 40/42
8200 Schaffhausen
Switzerland
N/A
(Address of principal executive offices)
(Zip Code)

Garmin International, Inc. 401(k) and Pension Plan
(Full title of the plan)  

Andrew R. Etkind, Esq.
c/o Garmin International, Inc.
1200 East 151st Street
Olathe, Kansas 66062
 (Name and address of agent for service)

(913) 397-8200
(Telephone number, including area code, of agent for service)

 
Copy to:
John A. Granda
Stinson Morrison Hecker LLP
1201 Walnut Street
Kansas City, Missouri 64106
(816) 842-8600

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
x
Accelerated filer ¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨

 
 

 

EXPLANATORY NOTE
 
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-149450) (as amended, this “Registration Statement”) is being filed pursuant to Rule 414 of the Securities Act of 1933, as amended (the “Securities Act”), by Garmin Ltd., a Swiss corporation (the "Company"), as the successor issuer to Garmin Ltd., a Cayman Islands company ("Garmin Cayman"), pursuant to a share exchange transaction effected by a scheme of arrangement under Cayman Islands law.  On June 27, 2010, each previously outstanding common share of Garmin Cayman, par value $0.005 per share, was exchanged for one registered share of the Company, par value CHF 10.00 per share.  We refer to the transactions effecting this exchange collectively as the Redomestication.  As a result of the Redomestication, which became effective on June 27, 2010, Garmin Cayman is now a direct, wholly-owned subsidiary of the Company.

In connection with the Redomestication, the Company has assumed Garmin Cayman's obligations under the Garmin International, Inc. 401(k) and Pension Plan (the “Plan”), including the obligation to deliver shares pursuant to the terms of the Plan.  Consequently, the registered shares of the Company will henceforth be issuable under the Plan in lieu of the common shares of Garmin Cayman.  The Company expressly adopts this Registration Statement as its own registration statement for all purposes under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The securities registered under the Registration Statement may include newly issued securities or securities held in treasury by the Company.
 
Part II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Documents by Reference.
 
The Securities and Exchange Commission ("SEC") allows the Company to "incorporate by reference" the information that it files with the SEC, which means:
 
 
·
Incorporated documents are considered part of this registration statement;
 
 
·
We can disclose important information by referring the reader to these documents, which may be documents that we previously have filed with the SEC or that we will file with the SEC in the future; and
 
 
·
Information that we file with the SEC will automatically update and supersede this registration statement and any previously incorporated information.
 
The Company incorporates by reference the documents or portions of documents listed below which were filed with the SEC under the Exchange Act:
 
 
·
Garmin Cayman's Annual Report on Form 10-K for the fiscal year ended December 26, 2009, filed with the SEC on February 24, 2010;
 
 
·
The Plan's Annual Report on Form 11-K for the fiscal year ended December 31, 2009 filed with the SEC on June 24, 2010;
 
 
·
Garmin Cayman's Quarterly Report on Form 10-Q for the quarter ended March 27, 2010, filed with the SEC on May 5, 2010;
 
 
·
Garmin Cayman's Current Reports on Form 8-K filed with the SEC on February 4, 2010, March 17, 2010, April 5, 2010, April 9, 2010, April 28, 2010, May 20, 2010, June 4, 2010 and June 21, 2010;
 
 
·
The Company's Current Report on Form 8-K filed with the SEC on June 28, 2010; and

 
 

 
 
 
·
The description of the Company's registered shares contained in its Registration Statement on Form 8-A, as amended on June 28, 2010 (File No. 000-31983).
 
The Company also incorporates by reference filings with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, that are filed with the SEC after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or deregisters all securities then remaining unsold.
 
Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Company discloses under Items 2.01 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this registration statement.
 
Item 4.
Description of Securities.
 
Not applicable.
 
Item 5.
Interests of Named Experts and Counsel.
 
None.
 
Item 6.
Indemnification of Directors and Officers.
 
Although this area of law is unsettled in Switzerland, the Company believes, based on the interpretation of leading Swiss legal scholars, which is a persuasive authority in Switzerland, that, under Swiss law, the Company may indemnify the members of its board of directors and its officers unless the indemnification results from a breach of their duties that constitutes gross negligence or intentional breach of duty of the member of the board of directors or officer concerned.  The Company’s articles of association make indemnification of members of the board of directors and officers and advancement of expenses to defend claims against members of the board of directors and officers mandatory on the part of the Company to the fullest extent allowed by Swiss law.  Swiss law permits the Company, or each member of the board of directors or officer individually, to purchase and maintain insurance on behalf of such members of the board of directors and officers.  The Company plans to obtain such insurance from one or more third party insurers.

Item 7.
Exemption from Registration Claimed.
 
Not applicable.
 
Item 8.
Exhibits
 
Exhibit
Number
 
Description
     
3.1
 
Articles of Association of Garmin Ltd. (filed as Exhibit 3.1 to the Company's Form 8-K filed on June 28, 2010 and incorporated herein by reference)
     
5.1
 
Opinion of KPMG AG, Swiss counsel to the registrant, regarding the legality of the securities being registered
     
5.2
 
Favorable Opinion Letter, dated February 27, 2002, issued by the Internal Revenue Service to T. Rowe Price Trust Company, the prototype plan sponsor of the form of plan document used for the Garmin International, Inc. 401(k) and Pension Plan (filed as Exhibit 5.2 to the Company's Registration Statement on Form S-8, Registration No. 333-124818, filed on May 11, 2005 and incorporated herein by reference)
     
23.1
 
Consent of Ernst & Young LLP
     
23.2
 
Consent of KPMG AG (included in Exhibit 5.1)
     
23.3
 
Consent of Mayer Hoffman McCann P.C.
     
24.1
 
Power of Attorney (included on signature page)
     
99.1
  
Garmin International, Inc. 401(k) and Pension Plan (f/k/a Garmin International, Inc. Savings and Profit Sharing Plan), as amended and restated (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-124818, filed on May 11, 2005 and incorporated herein by reference)

 
 

 
 
Item 9.
Undertakings.
 
(a) 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;

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 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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:

Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities 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.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.

 
 

 

(c) 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 foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the 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.

 
 

 

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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Olathe, State of Kansas, on June 28, 2010.
 
 
GARMIN LTD.
     
 
By:
/s/ Min H. Kao
   
Min H. Kao
   
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Min H. Kao, Kevin Rauckman and Andrew R. Etkind and each of them, the undersigned's true and lawful attorneys-in-fact and agents with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned 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 their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
/s/ Min H. Kao
 
Chairman of the Board of Directors, Chief Executive
 
June 28, 2010 
Min H. Kao
 
Officer and Director (principal executive officer)
   
         
/s/ Kevin Rauckman
 
Chief Financial Officer and Treasurer (principal
 
June 28, 2010 
Kevin Rauckman
 
accounting and financial officer)
   
         
/s/ Charles W. Peffer
 
Director
 
June 28, 2010 
Charles W. Peffer
       
         
/s/ Clifton A. Pemble
 
Director
 
June 28, 2010 
Clifton A. Pemble
       
         
/s/ Gene M. Betts
 
Director
 
June 28, 2010 
Gene M. Betts
       
         
/s/ Donald H. Eller
 
Director
 
June 28, 2010 
Donald H. Eller
       
         
/s/ Thomas P. Poberezny
 
Director
 
June 28, 2010 
Thomas P. Poberezny
  
 
  
 

 
 

 

Exhibit Index
 
Exhibit
Number
 
Description
     
3.1
 
Articles of Association of Garmin Ltd. (filed as Exhibit 3.1 to the Company's Form 8-K filed on June 28, 2010 and incorporated herein by reference)
     
5.1
 
Opinion of KPMG AG, Swiss counsel to the registrant, regarding the legality of the securities being registered
     
5.2
 
Favorable Opinion Letter, dated February 27, 2002, issued by the Internal Revenue Service to T. Rowe Price Trust Company, the prototype plan sponsor of the form of plan document used for the Garmin International, Inc. 401(k) and Pension Plan (filed as Exhibit 5.2 to the Company's Registration Statement on Form S-8, Registration No. 333-124818, filed on May 11, 2005 and incorporated herein by reference)
     
23.1
 
Consent of Ernst & Young LLP
     
23.2
 
Consent of KPMG AG (included in Exhibit 5.1)
     
23.3
 
Consent of Mayer Hoffman McCann P.C.
     
24.1
 
Power of Attorney (included on signature page)
     
99.1
  
Garmin International, Inc. 401(k) and Pension Plan (f/k/a Garmin International, Inc. Savings and Profit Sharing Plan), as amended and restated (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8, Registration No. 333-124818, filed on May 11, 2005 and incorporated herein by reference)

 
 

 
 
 
KPMG AG
   
 
Legal
   
 
Badenerstrasse 172
P.O. Box
Telephone +41 44 249 23 18
 
CH-8004 Zurich
CH-8026 Zurich
Fax +41 44 249 22 36
     
Internet www.kpmglegal.ch

Garmin Ltd.
Contact
Jörg Kilchmann
Vorstadt 40/42
Phone
+41 44 249 45 10
8200 Schaffhausen
e-mail
jkilchmann@kpmg.com
 
Our reference
Kj/Sig

Zurich, June 28, 2010

Ladies and Gentlemen,

A.
Capacity
 
We have acted and are acting as Swiss counsel to Garmin Ltd., a company organized under the laws of Switzerland (the “Company”), in connection with the Post-Effective Amendment No. 1 (“Post-Effective Amendment”) to the Registration Statement on Form S-8 (Registration No. 333-149450) to be filed with the United States Securities and Exchange Commission (“SEC”) on the date hereof under the Securities Act of 1933 (“Act”) with respect to the registered shares, par value CHF 10.00 per share of the Company (the “Registered Shares”) that may be delivered pursuant to the Garmin International, Inc. 401(k) and Pension Plan (the "Plan") assumed by the Company in connection with a change of the place of incorporation of the publicly traded parent company of the Garmin group of companies from the Cayman Islands to Switzerland.  As such counsel, we have been requested to give our opinion as to certain legal matters under Swiss law.

B.
Documents Examined

In acting as such counsel, we have examined:

(a)           the Post-Effective Amendment to the Registration Statement to be filed by the Company with the SEC;

(b)           the Scheme of Arrangement between Garmin Ltd., a Cayman Islands company ("Garmin Cayman"), the Company, and the Scheme Shareholders (as such term is defined in the Scheme of Arrangement);

(c)           the Transaction Agreement between the Company and Garmin Cayman, dated May 21, 2010;
 

 
 

 

(d)           the court order of the Grand Court of the Cayman Islands of June 4, 2010 sanctioning the Scheme of Arrangement;

(e)           a copy of the current version of the articles of association and organizational regulations of the Company;

(f)            a copy of the board resolutions adopted by the Board of Directors of the Company on May 27, 2010, regarding the approval of the Transaction Agreement, which was concluded between Garmin Cayman and the Company concerning the Redomestication;

(g)           a copy of the resolutions of the general meeting of the shareholders of the Company and of the board resolution adopted by the Board of Directors of the Company on June 27, 2010 regarding the authorization of conditional capital for the issuance of Registered Shares pursuant to the Plan; and

(h)           an opinion back-up certificate dated June 28, 2010 and signed by Andrew R. Etkind, Vice President, General Counsel and Secretary of the Company.

Except as stated above, we have not, for the purposes of this opinion, examined any other contract, instrument or other document affecting or relating to the above mentioned documents.

C.
Searches

For the purpose of giving this opinion we have caused to be made in the Commercial Register of the Canton of Schaffhausen on June 28, 2010 a company search for any pending corporate actions with respect to the Company, to the exclusion of any other searches or inquiries.

D.
Assumptions

In giving this opinion, we have assumed:

(a)           the genuineness of all signatures;

(b)           the authenticity and completeness of all documents submitted to us as originals;

(c)           the conformity to original documents of all documents submitted to us as certified copies or photocopies and the authenticity and completeness of the original documents where certified copies or photocopies have been submitted;

 
2

 

(d)           the conformity to original documents and the completeness of all documents received by us by facsimile transmission and the authenticity of the originals of such documents;

(e)           the due authority of the parties authenticating such documents;

(f)            the legal capacity of all natural persons;

(g)           that all corporate actions required to be taken for the authorization and issue of the Registered Shares have been validly and sufficiently taken by the board of directors or the shareholders of the Company, and that such corporate actions have not been amended, cancelled or revoked;

(h)           that no laws other than those of Switzerland would affect any of the conclusions stated in this opinion; and

(i)             that all certificates and other documents which we have examined or on which we have expressed reliance remain accurate, in force and unrevoked, and that no additional matters would have been disclosed by a company search at the Commercial Register of the Canton of Schaffhausen if carried out since the carrying out of the searches referred to above.

In rendering our opinion, we have relied, to the extent we deem necessary and proper, on warranties and representations as to certain factual matters contained in the above mentioned documents.  We have no actual knowledge of any material inaccuracies in any of the facts stated in such documents.

E.
Opinion

Based on the foregoing, and subject to the limitations and qualifications made herein, we are of the following opinion:

(a)           The Company is a corporation duly incorporated and validly existing under the laws of Switzerland with all requisite corporate power and authority to enter into, to perform and to conduct its business as described in its articles of association.

(b)           The Company's share capital registered in the Commercial Register of the Canton of Schaffhausen amounts to CHF [2,106,700,000] divided into [210,670,000] registered shares.  The registered shares have been validly issued and fully paid and are non-assessable ( “keine Nachschusspflicht”) .

 
3

 

(c)           The Registered Shares that may be issued from the Company's conditional share capital, if and when such Registered Shares are issued pursuant to the Plan, and after the issue price which shall be at least equal to the nominal amount for such Registered Shares has been paid-up in cash, will be validly issued, fully paid and non-assessable ( “keine Nachschusspflicht”) .

F.
Qualifications

This opinion is subject to the following qualifications:

(a)           A company search is not capable of revealing whether a winding-up petition has been presented; a notice of a winding-up order or of the appointment of a receiver may not be filed immediately at the Commercial Register; in addition, there may be administrative delays at the Commercial Register after submission of notices for filing.

(b)           The opinions expressed in the present letter are only made at the date thereof and cannot be relied upon for events, changes in law or new enactments of law which occur subsequent to the issuance of this letter.  We undertake no obligation to update such opinion in connection with events occurring or coming to our attention after the date hereof.

(c)           Except as explicitly stated herein, we express no opinion in relation to the factual nature of any undertaking, representation or warranty contained in any of the documents reviewed, nor upon the commercial terms of the transactions contemplated thereby.

(d)           In rendering the foregoing opinion we are opining on the matters hereinafter referred to only insofar as they are governed by the laws of Switzerland as currently in effect.  We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Switzerland.

In this opinion, Swiss legal concepts are expressed in English terms and not in their original German, French or Italian terms.  The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.  This opinion may, therefore, only be relied upon under the express condition that any issues of interpretation or liability arising thereunder will be governed by Swiss law and be brought before a Swiss court.

We hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.

 
4

 

This opinion is issued solely for the purposes of the filing of the Post-Effective Amendment and the issuance of the Registered Shares by the Company as described in the Post-Effective Amendment and is not to be relied upon in respect of any other matter.

Yours faithfully

KPMG AG

Jörg Kilchmann
Denise Brügger
Attorney-at-Law
Attorney-at-Law

 
5

 

Exhibit 23.1
 
Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation by reference in Post-Effective Amendment No. 1 to the Registration Statement (Form S-8 No. 333-149450) pertaining to the Garmin International, Inc. 401(k) and Pension Plan of our reports dated February 24, 2010, with respect to the consolidated financial statements and schedule of Garmin Ltd., and the effectiveness of internal control over financial reporting of Garmin Ltd. included in its Annual Report (Form 10-K) for the year ended December 26, 2009, filed with the Securities and Exchange Commission.
 
/s/ Ernst & Young LLP
 
Kansas City, Missouri
June 24, 2010

 
 

 

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-149450) pertaining to the Garmin International, Inc. 401(k) and Pension Plan of our report dated June 24, 2010, with respect to the financial statements and supplemental schedule of the Garmin International, Inc. 401(k) and Pension Plan included in the Plan’s Annual Report (Form 11-K) for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

/s/ Mayer Hoffman McCann P.C.

Leawood, Kansas
June 24, 2010