SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss. 240.14a-11(c) orss. 240.14a-12
Trimble Navigation Limited
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule, or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
TRIMBLE NAVIGATION LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 2003
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Trimble Navigation Limited (the "Company") will be held at the Four Points
Sheraton in Sunnyvale, located at 1250 Lakeside Drive, Sunnyvale, California
94085 in the Ballroom, on Tuesday, May 20, 2003, at 1:00 p.m. local time, for
the following purposes:
1. To elect directors to serve for the ensuing year and until their successors
are elected.
2. To amend the Company's Articles of Incorporation to increase the amount of
authorized shares from 40,000,000 to 60,000,000.
3. To ratify the appointment of Ernst & Young LLP as the independent auditors
of the Company for the current fiscal year ending January 2, 2004.
4. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only shareholders of record at the close of
business on March 24, 2003, will be entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof.
All shareholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the meeting, you are urged to
mark, sign, date, and return the enclosed Proxy card as promptly as possible in
the postage-prepaid envelope enclosed for that purpose. Alternatively, you may
also vote via the Internet or by telephone in accordance with the detailed
instructions on your Proxy card. Any shareholder attending the meeting may vote
in person even if such shareholder previously returned a Proxy.
For the Board of Directors
TRIMBLE NAVIGATION LIMITED
ROBERT S. COOPER
Chairman of the Board
Sunnyvale, California
April 4, 2003
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IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU
ARE REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE POSTAGE-PREPAID ENVELOPE PROVIDED OR VOTE VIA THE INTERNET OR BY
TELEPHONE TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING.
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TRIMBLE NAVIGATION LIMITED
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PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
May 20, 2003
The enclosed Proxy is solicited on behalf of the Board of Directors of
Trimble Navigation Limited, a California corporation (the "Company"), for use at
the Company's Annual Meeting of Shareholders ("Annual Meeting") to be held at
the Four Points Sheraton in Sunnyvale, located at 1250 Lakeside Drive,
Sunnyvale, California 94085 in the Ballroom, on Tuesday, May 20, 2003, at 1:00
p.m. local time, and at any adjournment(s) or postponement(s) thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders.
The Company's principal executive offices are located at 645 North Mary
Avenue, Sunnyvale, California 94085. The telephone number at that address is
(408) 481-8000.
These proxy solicitation materials are to be mailed on or about April
14, 2003, to all shareholders entitled to vote at the Annual Meeting. A copy of
the Company's Annual Report for the last fiscal year ended January 3, 2003,
accompanies this Proxy Statement but does not form any part of the proxy
solicitation materials. A full copy of the Company's annual report on Form 10-K,
(including all exhibits thereto) as filed with the Securities and Exchange
Commission ("SEC") for the fiscal year ended January 3, 2003, is available via
the Internet at the SEC's EDGAR web site at http://www.sec.gov. In addition, a
copy of the Company's annual report on Form 10-K is also available via the
Internet at the Company's web site at http://www.trimble.com.
INFORMATION CONCERNING SOLICITATION AND VOTING
Record Date and Shares Outstanding
Shareholders of record at the close of business on March 24, 2003 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting. At
the Record Date, the Company had issued and outstanding 29,366,132 shares of
common stock, without par value ("Common Stock").
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Company
(Attention: Secretary) a written notice of revocation or a duly executed proxy
bearing a later date (including a proxy by telephone or over the Internet) or by
attending the meeting and voting in person. Attendance at the meeting will not,
by itself, revoke a proxy.
Voting
Each share of Common Stock outstanding on the Record Date is entitled
to one vote on all matters. An automated system administered by the Company's
agent tabulates the votes. Abstentions and broker non-votes are each included in
the determination of the number of shares present and voting at the Annual
Meeting and the presence or absence of a quorum. The required quorum is a
majority of the shares outstanding on the Record Date. Abstentions are counted
as votes against proposals presented to the shareholders in tabulations of the
votes cast on proposals presented to shareholders, whereas broker non-votes are
not counted for purposes of determining whether a proposal has been approved.
Voting via the Internet or by Telephone
In addition to completing the enclosed proxy card and submitting it by
mail, shareholders may also vote by submitting proxies electronically either via
the Internet or by telephone. Please note that there are separate arrangements
for using the Internet and telephone depending on whether shares are registered
in the Company's stock records directly in a shareholder's name or whether
shares are held in the name of a brokerage firm or bank. Detailed electronic
voting instructions can be found on the individual Proxy card mailed to each
shareholder.
In order to allow individual shareholders to vote their shares and to
confirm that their instructions have been properly recorded, the Internet and
telephone voting procedures have been designed to authenticate each
shareholder's identity. Shareholders voting via the Internet should be aware
that there may be costs associated with electronic access, such as usage charges
from Internet access providers and telephone companies, that will be borne
solely by the individual shareholder.
Solicitation of Proxies
The entire cost of this proxy solicitation will be borne by the
Company. The Company has retained the services of Morrow & Co., Inc. to solicit
proxies, for which services the Company has agreed to pay approximately $8,000.
In addition, the Company will also reimburse certain out-of-pocket expenses in
connection with such proxy solicitation. The Company may reimburse brokerage
firms and other persons representing beneficial owners of shares for their
expenses in forwarding soliciting materials to such beneficial owners. Proxies
may also be solicited by certain of the Company's directors, officers, and
regular employees, without additional compensation, personally or by telephone,
telegram or facsimile.
Deadline for Receipt of Shareholder Proposals for 2004 Annual Meeting
Shareholders are entitled to present proposals for actions at
forthcoming shareholder meetings of the Company if they comply with the
requirements of the appropriate proxy rules and regulations promulgated by the
Securities and Exchange Commission. Proposals of shareholders which are intended
to be considered for inclusion in the Company's proxy statement and form of
proxy related to the Company's 2004 Annual Meeting of Shareholders must be
received by the Company at its principal executive offices (Attn: Corporate
Secretary--Shareholder Proposals, Trimble Navigation Limited at 645 North Mary
Avenue, Sunnyvale, California 94085) no later than December 15, 2003.
Shareholders interested in submitting such a proposal are advised to retain
knowledgeable legal counsel with regard to the detailed requirements of the
applicable securities laws. The timely submission of a shareholder proposal to
the Company does not guarantee that it will be included in the Company's
applicable proxy statement.
The Proxy card attached hereto to be used in connection with the
Company's current 2003 Annual Meeting, grants the proxy holders discretionary
authority to vote on any matter otherwise properly raised at such Annual
Meeting. The Company presently intends to use a similar form of proxy card for
next year's 2004 Annual Meeting of Shareholders. If the Company is not notified
at its principal executive offices of a shareholder proposal at least 45 days
prior to the one year anniversary of the mailing of this Proxy Statement, then
the proxy holders for the Company's 2004 Annual Meeting of Shareholders will
have the discretionary authority to vote against any such shareholder proposal
if it is properly raised at such annual meeting, even though such shareholder
proposal is not discussed in the Company's proxy statement related to that
shareholder meeting.
PROPOSAL I
ELECTION OF DIRECTORS
Nominees
A board of six directors is to be elected at the Annual Meeting. The
Board of Directors of the Company has authorized the nomination at the Annual
Meeting of the persons named below as candidates.
The names of the nominees and certain information about them, are set
forth below:
Director
Name of Nominee Age Principal Occupation Since
Steven W. Berglund 51 President and Chief Executive Officer of the Company 1999
Robert S. Cooper (1) (3) 71 President; Aerospace Electronics Division, Titan 1989
Corporation, Chairman of the Board of Directors of
the Company
John B. Goodrich (1) (3) (4) 61 Business Consultant 1981
William Hart (1) (2) (4) 62 Venture Capital Investor and Business Consultant 1984
Ulf J. Johansson (2) (4) 57 Chairman and Founder of Europolitan Vodafone AB 1999
Bradford W. Parkinson (2) 68 Professor at Stanford University 1984
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(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Nominating Committee
(4) Member of the Finance Committee
Steven W. Berglund joined Trimble as president and chief executive officer
in March 1999. Prior to joining Trimble, Mr. Berglund was president of Spectra
Precision, Inc., a pioneer in the development of laser systems. He spent 14
years at Spectra Precision in a variety of senior leadership positions. In the
early 1980s, Mr. Berglund spent a number of years at Varian Associates in Palo
Alto, California, where he held a variety of planning and manufacturing roles.
Mr. Berglund began his career as a process engineer at Eastman Kodak in
Rochester, New York. He attended the University of Oslo and the University of
Minnesota where he received a B.S. in chemical engineering in 1974. He later
received his M.B.A. from the University of Rochester in New York in 1977.
Robert S. Cooper was appointed Chairman of the Company's Board of Directors
in September 1998. Dr. Cooper has served as a Director of the Company since
December 1989. Since 2000, Dr. Cooper has been the President of the Aerospace
Electronics Division of Titan Corporation. From 1985 to 2000, Dr. Cooper was
president, chief executive officer, and chairman of the board of directors of
Atlantic Aerospace Electronics Corporation, an aerospace company, until the
company was acquired by Titan Corporation. Dr. Cooper also serves on the board
of directors of BAE Systems North America. From 1981 to 1985, he was Assistant
Secretary of Defense for Research and Technology and simultaneously held the
position of Director for the Defense Advanced Research Projects Agency (DARPA).
Dr. Cooper received a B.S. degree in Electrical Engineering from State
University of Iowa in 1954, a M.S. degree in Electrical Engineering from Ohio
State University in 1958, and a Doctor of Science degree in Electrical
Engineering from the Massachusetts Institute of Technology in 1963.
John B. Goodrich has served as a Director of the Company since January
1981. Mr. Goodrich retired from the law firm of Wilson Sonsini Goodrich &
Rosati, where he practiced from 1970 until February of 2002. Mr. Goodrich serves
on the boards of several privately held corporations in high technology
businesses and as a
business consultant. Mr. Goodrich received a B.A. degree from Stanford
University in 1963, a J.D. from the University of Southern California in 1966,
and a L.L.M. in Taxation from New York University in 1970.
William Hart has served as a Director of the Company since December 1984.
Mr. Hart is an advisor to early-stage technology and financial services
companies. Mr. Hart retired from Technology Partners, a Silicon Valley venture
capital firm, in March of 2001. As the founder and Managing Partner of
Technology Partners, he led the firm for 21 years. Mr. Hart was previously a
senior officer and director of Cresap, McCormick and Paget, management
consultants, and held positions in field marketing and manufacturing planning
with IBM Corporation. Mr. Hart has served on the boards of directors of numerous
public and privately held technology companies. Mr. Hart received a Bachelor of
Management Engineering degree from Rensselaer Polytechnic Institute in 1965 and
an M.B.A. from the Amos Tuck School of Business at Dartmouth College in 1967.
Ulf J. Johansson has served as a Director of the Company since December
1999. Dr. Johansson is a Swedish national with a distinguished career in
communications technology. He is a founder and has been chairman of Europolitan
Vodafone AB, a GSM mobile telephone operator in Sweden since February 1990. Dr.
Johansson currently serves as chairman of Frontec AB, an eBusiness consulting
company, Zodiak Venture AB, a venture fund focused on information technology,
and the University Board of Royal Institute of Technology in Stockholm. Dr.
Johansson also currently serves on the board of directors of Novo Nordisk A/S, a
Danish pharmaceutical/life science company as well as several privately held
companies. Dr. Johansson formerly served as president and chief executive
officer of Spectra-Physics, and executive vice president at Ericsson Radio
Systems AB. Dr. Johansson received a Master of Science in Electrical
Engineering, and a Doctor of Technology (Communication Theory) from the Royal
Institute of Technology in Sweden.
Bradford W. Parkinson has served as a Director of the Company since 1984,
and as a consultant to the Company since 1982. Currently, Dr. Parkinson is the
Edward C. Wells Endowed Chair professor (emeritus) at Stanford University and
has been a Professor of Aeronautics and Astronautics at Stanford University
since 1984. Dr. Parkinson has also directed the Gravity Probe-B spacecraft
development project at Stanford University, sponsored by NASA, which is the
largest program delegated by NASA to a university and has been program manager
for several Federal Aviation Administration sponsored research projects on the
use of Global Positioning Systems for navigation. While on a leave of absence
from Stanford University, Dr. Parkinson served as the Company's President and
Chief Executive Officer from August 1998 through March 1999, while the Company
searched for a Chief Executive Officer. From 1980 to 1984 he was group vice
president and general manager for Intermetrics, Inc. where he directed five
divisions. In 1979, Dr. Parkinson served as group vice president for Rockwell
International directing business development and advanced engineering. In 2003,
he received the top award of the National Academy of Engineering for the
development of GPS. Dr. Parkinson received a B.S. degree from the U.S. Naval
Academy in 1957, a M.S. degree in Aeronautics/Astronautics Engineering from
Massachusetts Institute of Technology in 1961 and a Ph.D. in Astronautics
Engineering from Stanford University in 1966.
Vote Required
The six nominees receiving the highest number of affirmative votes of
the shares entitled to be voted shall be elected as directors. Every shareholder
voting for the election of directors may cumulate such shareholder's votes and
give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of shares held by the shareholder as of the
Record Date, or distribute such shareholder's votes on the same principle among
as many candidates as the shareholder may select, provided that votes cannot be
cast for more than the number of directors to be elected. However, no
shareholder shall be entitled to cumulate votes unless the candidate's name has
been placed in nomination prior to the voting and the shareholder, or any other
shareholder, has given notice at the meeting prior to the voting of the
intention to cumulate the shareholder's votes.
Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum, but have no other legal effect
under California law. While there is no definitive statutory or case law
authority in California as to the proper treatment of abstentions and broker
non-votes in the election of directors, the Company believes that both
abstentions and broker non-votes should be counted solely for purposes of
determining whether a quorum is present at the Annual Meeting. In the absence of
controlling precedent to the contrary, the Company intends to treat abstentions
and broker non-votes with respect to the election of directors in this manner.
Unless otherwise directed, the proxy holders will vote the proxies
received by them for the six nominees named above. In the event that any such
nominee is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the present Board of Directors to fill the vacancy. In the event that additional
persons are nominated for election as directors, the proxy holders intend to
vote all proxies received by them in such a manner as will ensure the election
of as many of the nominees listed above as possible. In such event, the specific
nominees to be voted for will be determined by the proxy holders. As of the date
of this Proxy Statement, the Board of Directors has no reason to believe that
any nominee will be unable or will decline to serve as a director. The directors
elected will hold office until the next annual meeting of shareholders and until
their successors are duly elected and qualified.
Recommendation of the Board of Directors
The Board of Directors recommends that shareholders vote FOR the
election of the above-named persons to the Board of Directors of the Company.
Board Meetings and Committees
The Board of Directors held 8 meetings during the fiscal year ended
January 3, 2003. No director attended fewer than 75% of the aggregate of all the
meetings of the Board of Directors and the meetings of the committees, if any,
upon which such director also served during the fiscal year ended January 3,
2003.
The Board of Directors has a standing Audit Committee. The members of
the Audit Committee are directors Hart, Johansson and Parkinson, and director
Johansson currently serves as the committee chairman. All members of the Audit
Committee are independent directors as defined by applicable Nasdaq National
Market rules and listing standards. The Audit Committee held eight meetings
during fiscal year 2002. The purpose of the Audit Committee is to make such
examinations as are necessary to monitor the corporate financial reporting and
the internal and external audits of the Company, to provide to the Board of
Directors the results of its examinations and recommendations derived therefrom,
to outline to the Board of Directors improvements made, or to be made, in
internal accounting controls, to nominate independent auditors, and to provide
such additional information as the committee may deem necessary to make the
Board of Directors aware of significant financial matters which require the
Board's attention.
The Board of Directors has a standing Compensation Committee. The
current members of the Compensation Committee are directors Cooper, Goodrich and
Hart, and director Goodrich currently serves as the committee chairman. The
Compensation Committee held one meeting during fiscal year 2002. The purpose of
the Compensation Committee is to review and make recommendations to the full
Board of Directors with respect to all forms of compensation to be paid or
provided to the Company's executive officers.
The Board of Directors has a standing Nominating Committee for the
purpose of evaluating the size and composition of the Board of Directors as well
as considering potential additional candidates to serve as members of the Board
of Directors. The current members of the Nominating Committee are directors
Cooper and Goodrich, and director Cooper serves as the committee chairman. The
Nominating Committee did not hold any formal meetings during fiscal year 2002.
The Nominating Committee will consider nominees proposed by
shareholders of the Company. Any shareholder who wishes to recommend a suitably
qualified prospective nominee for the Company's Board of Directors should do so
in writing by providing such candidate's name, qualifications (including a
resume, if available) and appropriate contact information to the Company at its
principal executive offices, Attn: Corporate Secretary--Nominating Committee,
Trimble Navigation Limited at 645 North Mary Avenue, Sunnyvale, California
94085.
The Board of Directors formed a Finance Committee in October 2001 for
the purpose of assisting the Board of Directors and the management of the
Company with certain matters involving the financing of the Company's business
but not with respect to matters relating to budgeting or to financial or
managerial accounting decisions for the Company. The current members of the
Finance Committee are directors Goodrich, Hart and Johansson, and director Hart
currently serves as the committee chairman. The Finance Committee held two
meetings during fiscal year 2002. Since being established, the Finance Committee
has assisted the Company with assessing the adequacy of the Company's financial
resources to meet current and anticipated strategic and operating needs,
understanding the economic and financial issues and risks facing the Company as
well as the overall financial soundness of the Company, finding programs for
obtaining additional financial resources, determining the appropriateness and
risks of proposed financing arrangements and participating in the discussions
and negotiations related to proposed financing arrangements.
Compensation Committee Report
The Compensation Committee of the Board of Directors (the "Compensation
Committee") establishes the general compensation policies of the Company and the
compensation plans and specific compensation levels for executive officers of
the Company. The Compensation Committee believes that the compensation of the
Chief Executive Officer should be primarily influenced by the overall financial
performance of the Company.
The Compensation Committee also believes that the compensation of the
Chief Executive Officer should be established within a range of compensation for
similarly situated chief executive officers of comparable companies in the high
technology and related industries in the Standard & Poor's High Technology
Composite Index ("peer companies") and their performance according to data
obtained by the Compensation Committee from independent outside consultants and
publicly available data, such as proxy data from peer companies as adjusted by
the Compensation Committee's consideration of the particular factors influencing
the Company's performance and current situation. The Standard & Poor's High
Technology Composite Index is not the same index used for purposes of the
Company performance graph. A portion of the Chief Executive Officer's
compensation package is established as base salary and the balance is variable
and consists of an annual cash bonus and/or stock option grants.
Within these established ranges and guidelines, and taking into account
the Company's historical performance compared to peer companies, the
Compensation Committee and Board of Directors also carefully considered the
current risks and challenges facing the Company as well as the individual
qualifications, skills and past performance of Mr. Berglund. Based on these
considerations, the Compensation Committee and Board of Directors approved a
base annual salary of $440,000 for Mr. Berglund beginning effective as of
January 1, 2001. See also "Employment Contracts and Termination of Employment
and Change-in-Control Arrangements."
The Compensation Committee carefully reviewed and considered its cash
bonus program for fiscal year 2002 for senior executives of the Company. Such
program provided for an annual cash bonus, based upon a maximum eligible
percentage of each executive's base salary within a range of target incentives
as reported by professional compensation surveys. The percentage for each
executive was then adjusted by factoring in an evaluation of such individual's
performance. The Board of Directors and the Committee have approved a similar
cash bonus program for fiscal year 2003, which will provide interim payments to
be made on a quarterly basis and a single cash bonus to be paid at the end of
the year. The total size of the Company's bonus pool for all employees,
including executives, was determined with respect to the Company's performance
in meeting certain goals for both revenue and income for fiscal year 2002. In
addition, the Board of Directors established a special
bonus for certain executives based on year-over-year EBITDA growth for fiscal
year 2002. The total bonus pool for all employees, including all executives, was
approximately $1,079,000 for fiscal year 2002. Mr. Berglund was paid a bonus of
$34,086 out of the total bonus pool.
Based on the Board of Directors' and the Compensation Committee's
evaluation of the Chief Executive Officer's ability to influence the long-term
growth and profitability of the Company, and in connection with his performance
review during the last fiscal year 2002, the Compensation Committee and the
Board of Directors approved a new option grant for Mr. Berglund to purchase an
additional 30,000 shares of the Company's Common Stock at the then current fair
market value of $13.99 per share. Such options vest ratably over five years.
The Compensation Committee also adopted similar policies with respect
to the overall compensation of other senior executive officers of the Company. A
portion of each compensation package was established as base salary, and the
balance is variable and consists of an annual cash bonus and stock option
grants. Using salary survey data supplied by outside consultants and other
publicly available data, such as proxy data from peer companies, the
Compensation Committee established base salaries for each senior executive
within a range of salaries of similarly situated executive officers at
comparable companies. In addition, these base salaries of senior executive
officers were then adjusted by the Compensation Committee taking into
consideration factors such as the relative performance of the Company, the
performance of the business unit for which the senior executive is responsible
and the individual's past performance and future potential.
The size of option grants, if any, to other senior executive officers
was determined by the Compensation Committee's evaluation of each executive's
ability to influence the Company's long-term growth and profitability. The
Company also has a metric measurement system in place with respect to option
grants made to all new employees under the Company's option plans in order to
ensure consistency among grants and competitiveness in the marketplace.
Generally, these options are granted at the then current market price, and
because the value of an option bears a direct relationship to the Company's
stock price, it is an incentive for managers to create value for shareholders.
The Compensation Committee therefore views stock options as an important
component of its long-term, performance-based compensation philosophy.
In general, the Company reviews all employees and executive officers of
the Company, other than the Chief Executive Officer, as part of a single
worldwide program. This single review plan was adopted to provide a common,
annual review date for all employees and executive officers. Under the single
review plan, the total compensation of all employees of the Company, including
executive officers, will be reviewed annually in accordance with the same common
criteria. Base salary guidelines have been established and will be revised
periodically based upon market conditions, the economic climate and the
Company's financial position. Merit increases, if any, for all employees and
executive officers of the Company will be based upon the following criteria: the
individual employee's performance for the year as judged against his/her job
goals and responsibilities, the individual employee's salary and performance as
compared to other employees in the same or similar department, the individual
employee's position in the salary grade, the employee's salary relative to
market data for the position and the Company's fiscal budget and any associated
restrictions. The annual review for fiscal year 2002 is set for April of 2003.
Internal Revenue Code Section 162(m) Implications for Executive Compensation
Section 162(m) of the Internal Revenue Code generally limits the
deductibility by the Company of compensation in excess of $1,000,000 paid to
certain executive officers to the extent the compensation is not considered
performance-based for purposes of Section 162(m). All compensation paid by the
Company during 2002 was fully deductible for federal income tax purposes.
However, certain options previously granted by the Company would not be
considered performance-based for purposes of Section 162(m). Consequently, to
the extent that non-performance based compensation received by certain executive
officers in a future year would exceed $1,000,000, the amount in excess of
$1,000,000 would not be deductible by the Company.
Compensation Committee Interlocks and Insider Participation
Robert S. Cooper, John B. Goodrich and William Hart served as the
members of the Company's Compensation Committee during the 2002 fiscal year. In
August 1998, Dr. Cooper was appointed to serve as the Company's Chairman of the
Board of Directors and became an employee of the Company through August 1999
pursuant to an agreement approved by a majority of the disinterested members of
the Board of Directors. In December 1998, Mr. Goodrich was appointed to serve as
the Company's corporate secretary; however, he is not, and has never been an
employee of the Company. In addition, Mr. Goodrich retired in February 2002 as a
member of the law firm of Wilson Sonsini Goodrich & Rosati, P.C. where he
practiced from 1970. The law firm was retained by the Company during the
previous fiscal years as outside counsel to provide certain legal services to
the Company. Mr. Hart is not, and has never been, an employee or officer of the
Company. See "Compensation of Directors," "Employment Contracts and Termination
of Employment and Change-in-Control Arrangements" and "Certain Relationships and
Related Transactions."
Compensation of Directors
Cash Compensation. In order to help attract additional new outside
candidates to serve on the Company's Board of Directors, the Board of Directors
carefully considered and adopted a cash compensation policy effective January 2,
1999. Under this cash compensation plan, all non-employee directors receive an
annual cash retainer of $15,000 to be paid quarterly in addition to a fee of
$1,500 for each board meeting attended in person and $375 for each board meeting
attended via telephone conference. Members of designated committees of the Board
of Directors receive $750 per meeting which is not held on the same day as a
meeting of the full Board of Directors. Non-employee directors are also
reimbursed for travel, including a per diem for international travel, and other
necessary business expenses incurred in the performance of their services as
directors of the Company.
1990 Director Stock Option Plan. The Company's 1990 Director Stock
Option Plan (the "Director Plan") was adopted by the Board of Directors on
December 19, 1990 and approved by the shareholders on April 24, 1991. An
aggregate of 380,000 shares of the Company's Common Stock has been previously
reserved for grants issuable pursuant to the Director Plan ("Director Options").
The Director Plan provides for the annual granting of nonstatutory stock options
to each non-employee director of the Company (the "Outside Directors"). Pursuant
to the terms of the Director Plan, new Outside Directors are granted a one-time
option to purchase 15,000 shares of the Company's Common Stock upon initially
joining the Board of Directors. Thereafter, each year, each Outside Director
receives an additional option grant to purchase 5,000 shares if re-elected at
the annual meeting of shareholders. All such Director Options have an exercise
price equal to the fair market value of the Company's Common Stock on the date
of grant, vest ratably over three years, and have a ten year term of exercise.
In addition, all such grants are automatic upon the re-election of each such
Outside Director and are not subject to the discretion of any person.
As of the Record Date, options to purchase an aggregate of 192,500
shares, having an average exercise price of $18.7854 per share and expiring from
April 2004 to May 2012 were outstanding and 35,416 shares remained available for
future grant under the Director Plan. During the last fiscal year ended January
3, 2003, directors Cooper, Goodrich, Hart, Johansson and Parkinson were each
granted Director Options to purchase 5,000 shares of the Company's Common Stock
at an exercise price of $18.11 per share.
Other Arrangements. Dr. Parkinson has served as a consultant to the
Company since 1982. During the last Fiscal Year, he received a total of $54,000
for consulting services that he provided to the Company. In the past, Dr.
Parkinson and Dr. Cooper were also directly employed by the Company in
connection with serving as the Company's President and Chief Executive Officer
and Chairman of the Board, respectively, and in providing transitional services
to the Company through August 1999. As part of such agreements, each also
entered into certain standby consulting agreements with the Company. See
"Employment Contracts and Termination of
Employment and Change-in-Control Arrangements". Dr. Cooper has continued as the
Company's Chairman of the Board of Directors since that time, but has not
received any special compensation for such services.
In June 2000, the Company entered into an agreement for professional
services with Bjursund Invest AB, a company which is wholly-owned by Ulf J.
Johansson. Pursuant to the terms of this agreement, Mr. Johansson will provide
certain consulting and advisory services to the Company in Sweden and Europe in
addition to his serving on the Company's Board of Directors. The Company will
pay $4,000 per day for such services with an annual guaranteed minimum payment
of $24,000 together with expenses invoiced at cost, but in no event will
payments during any one year exceed $60,000. Such agreement has a one-year term
and is subject to automatic renewals in one-year extensions unless previously
terminated with one month advance notice. The Company paid a total of $29,508
under this agreement for services rendered during fiscal year 2002.
Audit Committee Report
The Audit Committee of the Board of Directors is comprised of Directors
Hart, Johansson and Parkinson, none of whom are officers or employees of the
Company and all of whom are independent directors as defined by Rule 4200(a)(15)
of the National Association of Securities Dealers ("NASD") listing standards.
The Audit Committee is a standing committee of the Board of Directors and
operates under a written charter adopted by the Board of Directors. Among its
other functions, the Audit Committee recommends to the Board of Directors,
subject to shareholder ratification, the selection of the Company's independent
auditor.
The Audit Committee has reviewed and discussed the Company's
consolidated financial statements and financial reporting process with the
Company's management, which has the primary responsibility for the Company's
consolidated financial statements and financial reporting processes, including
its system of internal controls. Ernst & Young LLP ("Ernst & Young"), the
Company's current independent auditor, is responsible for performing an
independent audit of the consolidated financial statements of the Company and
for expressing an opinion on the conformity of those financial statements with
generally accept accounting principals. The Audit Committee has reviewed and
candidly discussed with Ernst & Young the overall scope and plans of its audits,
its evaluation of the Company's internal controls, the overall quality of the
Company's financial reporting processes and accounting principles and judgment,
and the clarity of disclosures in the Company's consolidated financial
statements.
The Audit Committee has discussed with Ernst & Young those matters
required to be discussed by Statement of Auditing Standards No. 61
("Communication With Audit Committees"). Ernst & Young has provided the Audit
Committee with the written disclosures and the letter required by the
Independence Standards Board Standard No. 1 ("Independence Discussions with
Audit Committee"), and has also discussed with Ernst & Young that firm's
independence from management and the Company. The Audit Committee has also
determined that Ernst & Young's provision of non-audit services (such as
tax-related services) to the Company and its affiliates is compatible with
maintaining the independence of Ernst & Young with respect to the Company and
its management.
Based on the Audit Committee's discussion with management and the
independent auditors, and the Audit Committee's review of the representation of
management and the report of the independent auditor to the Audit Committee, the
Audit Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's Annual Report on Form 10-K
for the fiscal year ended January 3, 2003 for filing with the Securities and
Exchange Commission.
Submitted by the Audit Committee of the Company's Board of Directors,
William Hart, Member Ulf J. Johansson, Chairman Bradford W. Parkinson, Member
Audit Committee Audit Committee Audit Committee
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The following table sets forth the shares of the Company's Common Stock
beneficially owned as of the Record Date (unless otherwise noted below) by: (i)
all persons known to the Company to be the beneficial owners of more than 5% of
the Company's outstanding Common Stock, (ii) each director of the Company
(including nominees), (iii) the executive officers of the Company named in the
Summary Compensation Table presented in this Proxy Statement, and (iv) all
directors and executive officers of the Company, as a group:
Shares
Beneficially Owned (2)
5% Shareholders, Directors and Nominees, and Executive Officers (1) Number Percent (%)
Barclays Global Investors N.A, Barclays Global Fund Advisors, and Barclays 1,589,542 5.47%
Capital Investors (3)...........................................................
45 Fremont Street, San Francisco, CA 94105
Steven W. Berglund (4).......................................................... 343,760 1.17%
Robert S. Cooper (5)............................................................ 148,000 *
John B. Goodrich (6)............................................................ 56,821 *
William Hart (7)................................................................ 79,342 *
Ulf J. Johansson (8)............................................................ 20,000 *
Bradford W. Parkinson (9)....................................................... 70,853 *
Mary Ellen Genovese (10)........................................................ 123,340 *
Dennis L. Workman (11).......................................................... 49,543 *
Joseph F. Denniston (12)........................................................ 31,090 *
Michael W. Lesyna (13).......................................................... 70,602 *
All Directors and Executive Officers, as a group
- --------------------------------------------------------------------------------
(18 persons) (4)-(13)...................................................... 1,324,021 4.51%
- ----------
* Indicates less than 1%
(1) Except as otherwise noted in the table, the business address of each of the
persons named in this table is: c/o Trimble Navigation Limited, 645 North
Mary Avenue, Sunnyvale, California 94085.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC"). In computing the number of
shares beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options or warrants held by that
person that are exercisable within 60 days of the Record Date are deemed
outstanding. Such shares, however, are not deemed outstanding for purposes
of computing the ownership of any other person. To our knowledge, except
as indicated in the footnotes to this table and pursuant to applicable
community property laws, the stockholder named in the table has sole
voting and investment power with respect to the shares set forth opposite
such stockholder's name.
(3) The information is based upon Schedule 13G as filed with the SEC on
February 12, 2003.
(4) Includes 341,250 shares subject to stock options.
(5) Includes 100,000 shares subject to stock options.
(6) Includes 37,500 shares subject to stock options.
(7) Includes 40,000 shares subject to stock options.
(8) Includes 20,000 shares subject to stock options.
(9) Includes 3 shares held by Dr. Parkinson's spouse, 2,515 shares held in a
charitable remainder trust and 65,000 shares subject to stock options.
(10) Includes 113,517 shares subject to stock options.
(11) Includes 46,333 shares subject to stock options.
(12) Includes 29,168 shares subject to stock options.
(13) Includes 1,500 shares held by Mr. Lesyna's spouse and 61,001 shares subject
to stock options.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company's executive officers and directors and persons who own
more than 10% of a registered class of the Company's equity securities during
the fiscal year ended January 3, 2003 to file reports of initial ownership on
Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such officers,
directors and 10% shareholders are also required by SEC rules to furnish the
Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on its review of the copies of
such forms received by it, the Company believes that, during the last fiscal
year ended January 3, 2003, all Section 16(a) filing requirements applicable to
its officers, directors and 10% shareholders were complied with on a timely
basis.
EXECUTIVE COMPENSATION
The following table sets forth the compensation, including bonuses,
earned during each of the Company's last three fiscal years ending January 3,
2003 by (i) all persons who served as the Company's Chief Executive Officer
during the last completed fiscal year, and (ii) the four other most highly
compensated executive officers of the Company serving at the end of the last
completed fiscal year:
Summary Compensation Table
Long-term Compensation(2)
Securities
Annual Compensation(1) Underlying All Other
Year Salary Bonus Options Compensation(3)
Name and Principal Position ($) ($) (#) ($)
- ----------------------------------------------------------------------------------------------------
Steven W. Berglund 2002 440,000 34,086 30,000 91,160(4)
President and Chief Executive Officer 2001 440,000 0 25,000 95,840(4)
2000 400,000 166,523 0 99,800(4)
Dennis L. Workman 2002 200,070 131,803 25,000 2,500
Vice President and General Manager, 2001 200,070 26,903 25,000 2,072
Component Technologies Division 2000 197,359 41,414 10,000 1,200
Mary Ellen Genovese 2002 247,568 34,086 20,000 2,500
Chief Financial Officer and 2001 243,202 0 40,000 1,100
Vice President Finance 2000 183,574 40,266 90,000 1,200
Joseph F. Denniston (5) 2002 225,000 34,086 15,000 2,500
Vice President, Operations 2001 150,575 50,000(6) 70,000 300
Michael W. Lesyna 2002 206,150 34,086 20,000 2,500
Vice President and General Manager, 2001 196,833 0 15,000 2,469
Mobile Solutions Division 2000 189,999 35,390 10,000 1,200
(1) Compensation deferred at the election of executive is included in the
applicable category and in the year earned.
(2) The Company has not issued stock appreciation rights or restricted stock
awards. The Company has no "long-term incentive plan" as the term is
defined in the applicable rules.
(3) Represents Company matching contributions pursuant to Section 401(k) of the
Internal Revenue Code of 1986, as amended, unless otherwise noted, for the
periods in which they accrued. All full-time employees are eligible to
participate in the Company's 401(k) plan.
(4) Represents only the portion of a loan, including related accrued interest
that was forgiven by the Company during the year. The loan was originally
made in connection with hiring Mr. Berglund for the purpose of assisting
him with relocating to California and obtaining a primary residence. See
"Certain Relationships and Related Transactions".
(5) Mr. Denniston has served as the Company's Vice President of Operations
since April of 2001.
(6) Mr. Denniston received a bonus of $50,000 in connection with being hired as
the Company's Vice President of Operations.
Option Grants in Last Fiscal Year
The following table sets forth the number and terms of options granted
to the persons named in the Summary Compensation Table during the last fiscal
year ended January 3, 2003:
Individual Grants Potential Realizable
Number of % of Total Value at Assumed
Securities Options Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation
Options Employees in Price Expiration for Option Term (4)
Name Granted(#) Fiscal Year(1) ($/Share)(2) Date(3) 5% ($) 10% ($)
- ---- ---------- -------------- ------------ ------- ------ -------
Steven W. Berglund....... 30,000 3.53 13.99 12/4/2012 263,991 669,001
Dennis L. Workman........ 25,000 2.94 15.34 6/21/2012 241,221 611,299
Mary Ellen Genovese...... 20,000 2.35 15.34 6/21/2012 192,977 489,039
Joseph F. Denniston...... 15,000 1.76 15.34 6/21/2012 144,732 366,779
Michael W. Lesyna........ 20,000 2.35 15.34 6/21/2012 192,977 489,039
- --------------------------------------------------------------------------------
(1) The Company granted options to purchase an aggregate of 850,115 shares of
the Company's Common Stock to employees, consultants and non-employee
directors during fiscal year 2002 pursuant to the Company's 2002 Stock Plan
and the 1990 Director Stock Option Plan.
(2) All options presented in this table were granted at an exercise price equal
to the fair market value of a share of the Company's Common Stock on the
date of grant, as quoted on the Nasdaq National Market System.
(3) All options presented in this table may terminate before the stated
expiration following the termination of the optionee's status as an
employee, consultant or director, including upon the optionee's death or
disability.
(4) The assumed 5% and 10% compound rates of annual stock appreciation are
mandated by the rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of future Common Stock
prices. All grants listed in the table vest ratably over five years and
have a ten-year term of exercise which, assuming the specified rates of
annual compounding, results in total appreciation of 62.9% (at 5% per year)
and 159.4% (at 10% per year) for the ten-year option term.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table provides information on option exercises by the
persons named in the Summary Compensation Table during the last fiscal year
ended January 3, 2003:
Number of Securities Underlying Value of Unexercised
Shares Unexercised Options at Fiscal In-the-Money Options at Fiscal
Acquired on Value Year-End (#) Year-End ($) (1)
Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
Name ------------ ----------- ----------- ------------- ----------- -------------
Steven W. Berglund - - 305,833 149,167 1,617,000 539,000
Dennis L. Workman - - 41,083 56,417 37,205 14,863
Mary Ellen Genovese - - 98,767 103,223 76,967 19,495
Joseph F. Denniston - - 23,335 61,665 0 0
Michael W. Lesyna - - 53,251 61,749 119,812 69,362
- --------------------------------------------------------------------------------
(1) Represents the market value of the Common Stock underlying the options at
fiscal year end, less the exercise price of "in-the-money" options. The
closing price of the Company's Common Stock on January 3, 2003 as quoted on
the Nasdaq National Market System was $13.39 per share.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
Steven W. Berglund
On March 17, 1999, Mr. Berglund entered into an employment agreement
with the Company to serve as the Company's President and Chief Executive
Officer. Such agreement provided that Mr. Berglund's base compensation is
$33,333 per month and that he was eligible for a bonus of up to 50% of his base
compensation pro rata for fiscal years 1999 and 2000. The employment agreement
guaranteed one half of this bonus amount for fiscal year 1999 and specified that
the other terms and conditions of such bonus payments would be as negotiated
with the Company's Board of Directors. In the event of Mr. Berglund's
involuntary termination or termination for other than defined cause, he will
receive severance equal to his last annual base salary plus any accrued bonus to
date.
In addition, upon joining the Company, Mr. Berglund was granted options
to purchase an aggregate of 400,000 shares of the Company's Common Stock with an
exercise price of $8.00 per share which was the fair market value on the date of
grant in accordance with the terms of such agreement. Such options vest 20% at
the first anniversary and monthly thereafter for five years from the original
date of grant and have a ten year term of exercise. In the event of a
change-of-control of the Company, Mr. Berglund will receive an additional 12
months of vesting with respect to such options.
In connection with hiring Mr. Berglund and his original relocation to
California and pursuant to the terms of his employment agreement, the Company
provided him with interim housing and reimbursed him for certain moving costs
and expenses. The Company also provided him with a loan of up to $400,000 to
assist in the purchase of a new primary residence. Such loan is secured by a
second deed of trust on the residence and was made at the lending rate at which
the Company is able to borrow, as adjusted from time to time. Such loan is to be
forgiven by the Company ratably over five years contingent upon Mr. Berglund
continuing to be employed by the Company; provided, however, that any remaining
unpaid obligation would be due and payable to the Company upon the anniversary
of any separation, if Mr. Berglund's employment relationship with the Company
ends during such time period.
Pursuant to the employment agreement, Mr. Berglund is also eligible for
other benefits and programs available to the Company's employees, including paid
vacation, medical, dental, life and disability insurance, and a 401(k)
Retirement Plan with a Company match and he is also eligible to participate in
the Company's Executive Nonqualified Deferred Compensation Plan.
Robert S. Cooper
In connection with agreeing to serve as the Company's Chairman of the
Board of Directors beginning in August 1998, Dr. Cooper entered into employment
and consulting agreements with the Company through August 31, 1999. At that
time, Dr. Cooper also entered into a standby consulting agreement with the
Company for which he will be paid on an hourly basis for consulting services on
an as needed basis as determined by the Company's Chief Executive Officer
through September 1, 2003.
Upon beginning service as the Company's Chairman of the Board, Dr.
Cooper was granted an option to purchase 60,000 shares of the Company's Common
Stock with an exercise price of $10.125 per share which was the fair market
value on the date of grant in accordance with the terms of such agreements. Such
options vested ratably over 12 months from the date of grant and have a five
year term of exercise contingent upon Dr. Cooper remaining as an employee,
consultant or director to the Company.
Bradford W. Parkinson
In connection with agreeing to serve as the Company's interim President
and Chief Executive Officer beginning in August 1998, Dr. Parkinson entered into
an employment agreement with the Company through August 31, 1999. At that time,
Dr. Parkinson also entered into a consulting agreement with the Company which
provides Dr. Parkinson with a payment of $6,000 per month commencing June 1,
1999 through June 1, 2002, unless terminated earlier. In addition, Dr. Parkinson
also entered into a standby consulting agreement with the Company for which he
will be paid on an hourly basis for consulting services on an as needed basis as
determined by the Company's Chief Executive Officer through June 1, 2007.
Pursuant to his employment agreement and upon beginning service as the
Company's President and Chief Executive Officer in August 1998, Dr. Parkinson
was granted an option to purchase 100,000 shares of the Company's Common Stock
with an exercise price of $10.125 per share which was the fair market value on
the date of grant in accordance with the terms of such agreements. Such options
vested ratably over six months from the original date of grant and have a five
year term of exercise contingent upon Dr. Parkinson remaining as an employee,
consultant or director to the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following table sets forth information with regard to loans made to
executive officers of the Company who had outstanding amounts of more than
$60,000 at any time since the beginning of the Company's last fiscal year. Each
of these loans was made by the Company for the purpose of assisting such
executive officer in the acquisition of his primary residence in an exceptional
housing market in a location for the benefit of the Company in accordance with
the Company's bylaws. Each of these loans is secured by a second deed of trust
on such residence, has a term of five years and requires that the interest on
such principal amounts be paid currently each year. The principal balance is due
in full at the end of such five year term, but such executive officers may
pre-pay all or any portion of such balance without a prepayment penalty. The
interest rate for each of these loans was set with reference to the then
applicable mid-term annual federal rate.
Principal Amount Largest Amount
Annual Outstanding at the Outstanding During
Date of Loan Interest Rate Record Date ($) Fiscal Year 2002 ($)
Name and Position
Steven W. Berglund 6/25/99 5.40% 126,666 206,667
President and Chief Executive Officer
Irwin L. Kwatek 8/15/01 4.99% 150,000 150,000
Vice President and General Counsel
Company Performance
The following graph shows a five year comparison of the cumulative total
return for the Company's Common Stock, the Nasdaq Composite Total Return Index
(U.S.), and the Standard & Poor's Technology Sector Index: (1)
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* (1)
AMONG TRIMBLE NAVIGATION LIMITED, NASDAQ COMPOSITE TOTAL RETURN INDEX (U.S.),
AND THE STANDARD & POOR'S INFORMATION TECHNOLOGY SECTOR INDEX
[The performance graph has been omitted. Performance Graph. The performance
graph required by Item 402(1) of Regulation S-K is set forth in the paper copy
of the Proxy Statement immediately following the caption "COMPARISON OF FIVE
YEAR CUMULATIVE TOTAL RETURNS."
The peformance graph plots the data points listed below the graph for the
data sets (i) Trimble Navigation Limited, (ii) Nasdaq Composite Total Return
Index (US) and (iii) the Standard & Poor's Information Technology Sector Index.
The graph has a horizontal axis at its bottom which lists from left to right the
dates 12/97, 12/98, 12/99, 12/00, 12/01, and 12/02. The graph has a vertical
axis at its left which lists from bottom to top numbers 0, 50, 100, 150, 200,
250, 300, 350, 400, and 450. The data points for each data set are plotted on
the graph and are connected by line. The line connecting the data points in the
Trimble Navigation Limited data set is bold with square to mark the points,
while the lines connecting the data points in the Nasdaq Composite Total Return
Index (US) data set and the S&P Technology Sector Index data set are dashed with
triangle to mark data points and small square dashes with circle to mark data
points, respectively.]
DATA POINTS FOR PERFORMANCE GRAPH
TRIMBLE NAVIGATION LIMITED
Cumulative Total
Return
-----------------------------------------------------------------
12/97 12/98 12/99 12/00 12/01 12/02
TRIMBLE NAVIGATION LIMITED 100.00 33.24 99.14 110.03 74.32 57.26
NASDAQ STOCK MARKET (U.S.) 100.00 140.99 261.48 157.40 124.87 86.38
S & P INFORMATION TECHNOLOGY 100.00 178.14 318.42 188.18 139.50 87.31
(1) The data in the above graph is presented on a calendar year basis through
December 31, 2002 which is the most currently available data from the
indicated sources. The Company adopted a 52-53 week fiscal year effective
upon the end of fiscal year 1997 and the actual date of the Company's 2002
fiscal year end was January 3, 2003. Any variations due to any differences
between the actual date of a particular fiscal year end and the calendar
year end for such year are not expected to be material.
* Assumes an investment of $100 on December 31, 1997 in the Company's Common
Stock, the Nasdaq Composite Total Return Index (U.S.), and the Standard &
Poor's Technology Sector Index. Total returns assume the reinvestment of
dividends for the indexes. The Company has never paid dividends on its
Common Stock and has no present plans to do so.
PROPOSAL II
AMENDMENT TO THE ARTICLES OF INCORPORATION
Introduction
The Company's Articles of Incorporation, as amended, currently
authorize the issuance of 40,000,000 shares of Common Stock, without par value,
and 3,000,000 shares of Preferred Stock without par value. The Board of
Directors has approved, subject to shareholder approval, an amendment to the
Company's Articles of Incorporation to increase the number of shares of Common
Stock which we are authorized to issue from 40,000,000 shares to 60,000,000
shares. The Board of Directors has determined that this amendment is advisable
and in the best interests of the Company, and its shareholders.
Of the 40,000,000 shares of Common Stock authorized, as of the Record
Date, there were 29,366,132 shares issued and outstanding and 8,453,589 shares
reserved for issuance in connection with employee compensation plans, including
stock options and an employee stock purchase plan, and upon the exercise of
outstanding warrants. Consequently, the Company has 2,180,279 shares of Common
Stock available for issuance that are not reserved for a specific purpose.
Reasons for the Amendment
The Board of Directors has proposed the increase in authorized shares
of Common Stock as a means of providing the Company with the flexibility to
issue shares of Common Stock, or securities exercisable for or convertible into
shares of Common Stock, in certain circumstances described below. The Board of
Directors believes that its access to additional authorized shares of Common
Stock will serve the best interests of the Company and its shareholders because
future issuances could be made without delay. The Board of Directors intends
that the additional authorized shares, if and when issued, would be issued for
the following purposes (among such other general corporate purposes as the Board
of Directors may determine in its discretion, subject to applicable law and the
Company's Articles of Incorporation and By-laws):
o On August 15, 2002, the Company acquired LeveLite Technology, Inc.
("LeveLite"), a California corporation, for approximately $5.7 million
in shares of the Company's Common Stock. The merger agreement
provides, among other things, for the Company to make additional
earn-out payments not to exceed $3.9 million (in Common Stock and
cash) based on future revenues derived by the Company from existing
product sales to a certain customer. Accordingly, some of the
additional authorized shares would be issued by the Board of Directors
in the event the Company becomes obligated to make these additional
earn-out payments in the form of shares of the Company's Common Stock.
o On March 28, 2003, the Company announced that it had reached a
definitive agreement with Nikon Corporation to form a joint venture in
Japan (the "Nikon Transaction") pursuant to which the Company is
obligated, subject to certain closing conditions, to contribute
approximately $4.2 million in cash and approximately $5.8 million in
the Company's Common Stock. Accordingly, some of the additional
authorized shares would be issued by the Board of Directors in
connection with the Nikon Transaction.
o On March 28, 2003, the Company's "shelf" registration statement on
Form S-3 that it filed with the SEC on March 7, 2003 (the "Shelf")
became effective. The Company to may, from time to time, sell
additional shares of its Common Stock that are effectively registered
on the Shelf having an aggregate public offering price of up to
$100,000,000. Accordingly, some of the additional authorized shares
would be issued by the Board of Directors in the event it determines
to sell shares of the Company's Common Stock pursuant to the Shelf.
o From time to time, the Board of Directors considers certain
opportunities to enter into acquisitions, investments, joint ventures,
strategic alliances and similar transactions ("Strategic
Transactions"). Strategic Transactions can be important for extending
the Company's applications, distribution channels or geographic
markets, or for providing an opportunity to extend the Company's
product offerings. While, other than the Nikon Transaction, the
Company is not currently a party to any definitive agreement with
respect to any Strategic Transaction, the Board of Directors does not
believe there is an adequate number of shares authorized the event an
opportunity to enter into any Strategic Transaction should arise.
Accordingly, some of the additional authorized shares (or securities
convertible into such additional authorized shares) may be issued by
the Board of Directors as payment, either in part or in whole, in
connection with any Strategic Transaction that the Company may enter
into in the future.
Future Issuance of Shares
Other than a possible sale of shares under the Shelf, further issuance
of shares pursuant to the LeveLite merger agreement, the issuance of shares in
connection with the Nikon Transaction and any possible Strategic Transaction
that we may consider from time to time, the Company has no plans, arrangements,
commitments or understandings with respect to the issuance of any of the
additional shares of Common Stock which would be authorized by the proposed
amendment.
If the proposed amendment is approved by the shareholders, the
additional shares will be available for issuance from time to time without
further action by the shareholders (unless required by applicable law,
regulatory agencies or by the rules of any stock exchange on which the Company's
securities may then be listed) and without first being offered to the
shareholders. Shares may be issued for such consideration as the Board of
Directors may determine in its discretion and as may be permitted by applicable
law. Shareholders do not have preemptive rights with respect to any future
issuance of shares of the Company's Common Stock. The issuance of Common Stock,
or securities convertible into Common Stock, on other than a pro-rata basis
would result in the dilution of a present shareholder's interest in the Company.
The proposed amendment to the Articles of Incorporation does not change the
terms of the Common Stock. The additional shares of Common Stock for which
authorization is sought will have the same rights in respect of voting,
dividends and distributions, and will be identical in all other respects to the
shares of Common Stock now authorized.
The Company has not proposed the increase in the authorized number of
shares with the intention of using the additional shares for anti-takeover
purposes, although the Company could theoretically use the additional shares to
make it more difficult or to discourage an attempt to acquire control of the
Company. As of this date, the Company is unaware of any pending or threatened
efforts by any third parties to acquire control of the Company.
Proposed Amendment to the Articles of Incorporation
At the Annual Meeting, the following resolution will be introduced:
RESOLVED, that the Restated Articles of Incorporation of this
Corporation, as amended, be further amended by deleting the second sentence of
Article III in its entirety and inserting, in lieu thereof, the following new
second sentence of Article III, providing in its entirety as follows:
"The total number of shares of preferred stock that this Corporation
shall have authority to issue is 3,000,000 without par value, and the total
number of shares of common stock this Corporation shall have authority to
issue is 60,000,000 without par value."
Vote Necessary to Approve the Amendment
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote at the meeting is necessary for approval
of the amendment. Therefore, abstentions and broker non-votes (which may occur
if a beneficial owner of stock, where shares are held in a brokerage or bank
account, fails to provide the broker or bank voting instructions as to such
shares) effectively count as votes against the amendment. If approved by the
shareholders it is anticipated that the amendment will become effective as soon
as practicable after the Meeting.
Recommendation of the Board
The Board of Directors recommends a vote "FOR" the approval of the
proposed amendment to the Articles of Incorporation, as amended, to increase the
number of authorized shares of Common Stock from 40,000,000 to 60,000,000 and
proxies solicited by the Board will be voted in favor of the amendment unless a
shareholder indicates otherwise on the proxy.
PROPOSAL III
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP ("Ernst &
Young") as the Company's independent auditors, to audit the financial statements
of the Company for the current fiscal year ending January 2, 2004. Ernst & Young
has been the Company's independent auditor since 1986. The Company expects that
a representative of Ernst & Young will be present at the Annual Meeting, will
have the opportunity to make a statement if he or she desires to do so, and will
be available to answer any appropriate questions.
Fees Billed to the Company by Ernst & Young LLP during Fiscal Year 2002
Audit Fees:
Audit fees billed to the Company by Ernst & Young related to the
Company's fiscal year ended January 3, 2003 for the audit of the Company's
annual consolidated financial statements included in Form 10-K, the review of
quarterly financial statements included in the Company's quarterly reports filed
on Form 10-Q, statutory audits of entities outside the United States and
assistance with registration statements filed on Form S-3 totaled approximately
$947,000.
Audit-Related Fees:
Audit-related fees billed to the Company by Ernst & Young related to
the Company's fiscal year ended January 3, 2003 for accounting consultations for
audit related matters totaled approximately $35,000.
Tax Fees:
Tax fees billed to the Company by Ernst & Young in the fiscal year
ended January 3, 2002 totaled $1,546,000. These services included tax
compliance, tax advice, and tax planning.
Financial Information Systems Design and Implementation Fees:
The Company did not engage Ernst & Young to provide any advice to the
Company regarding financial information systems design and implementation during
the fiscal year ended January 3, 2003.
All Other Fees:
The Company did not engage Ernst & Young to provide any other services to
the Company in the fiscal year ended January 3, 2003 other than those included
in the categories above.
Audit Committee Pre-Approval of Non-Audit Services
Beginning in August 2002, all non-audit related services to be
performed by Ernst & Young and all audit, review or attest engagement required
under applicable securities laws were pre-approved by the Audit Committee. The
Audit Committee has considered whether the provision of non-audit services by
Ernst & Young to the Company is compatible with maintaining Ernst & Young's
independence.
Vote Required
Ratification of the appointment of Ernst & Young as the Company's
independent auditors for the current fiscal year ending January 2, 2004, will
require the affirmative vote of the holders of a majority of the shares present
and voting at the Annual Meeting either in person or by proxy. In the event that
such ratification by the shareholders is not obtained, the Audit Committee and
the Board of Directors will reconsider such selection.
Recommendation of the Board of Directors
The Company's Board of Directors recommends a vote FOR the ratification
of the appointment of Ernst & Young LLP as the independent auditors for the
Company for the current fiscal year ending January 2, 2004.
HOUSEHOLDING
As permitted by the Exchange Act, we may deliver only one copy of this
Proxy Statement to shareholders residing at the same address, unless such
shareholders have notified the Company of their desire to receive multiple
copies of the Proxy Statement.
The Company will promptly deliver, upon oral or written request, a
separate copy of this Proxy Statement to any shareholder residing at an address
to which only one copy was mailed. Requests for additional copies should be
directed to the Company at its principal executive offices, Attention: Investor
Relations, at 645 North Mary Avenue, Sunnyvale, California 94085, (408)
481-8000.
OTHER MATTERS
The Company knows of no other matters to be submitted for consideration
at the Annual Meeting. If any other matters properly come before the Annual
Meeting, it is the intention of the persons named in the enclosed Proxy to vote
the shares they represent as the Board of Directors may recommend. Discretionary
authority with respect to such other matters is granted by the execution of the
enclosed Proxy.
It is important that your shares be represented at the meeting,
regardless of the number of shares which you hold. You are, therefore, urged to
mark, sign, date, and return the accompanying Proxy as promptly as possible in
the postage-prepaid envelope which has been enclosed for your convenience or
vote electronically via the Internet or by telephone in accordance with the
detailed instructions on your individual Proxy card.
For the Board of Directors
TRIMBLE NAVIGATION LIMITED
ROBERT S. COOPER
Chairman of the Board
Dated: April 4, 2003
Supplemental Information Provided Pursuant to Regulation G
On March 7, 2003, the Company filed its Annual Report on Form 10-K for
the fiscal year ended January 3, 2003 (the "10-K"). Under Item 6, "Selected
Financial Data, we presented a table entitled "Other Operating Data". In this
table, we included a financial measure, "EBITDA," which we defined as earnings
from continuing operations before interest income, interest expense, income
taxes, depreciation and amortization. "EBITDA" was stated as $46,025,000,
$41,038,000, $49,196,000, $29,345,000 and $(13,637,000) for our fiscal years
ended January 3, 2003, December 28, 2001, December 29, 2000, December 31, 1999
and January 1, 1999, respectively. "EBITDA" is a financial measure that is not
calculated or presented in accordance with generally accepted accounting
principles ("GAAP").
Regulation G, promulgated pursuant to Section 401(b) of the
Sarbanes-Oxley Act of 2002 ("Regulation G"), is effective as of March 28, 2003.
Regulation G requires a registrant that publicly discloses any material
information that includes a "non-GAAP financial measure", as defined in
Regulation G, to provide the following information as part of the disclosure of
the non-GAAP financial measure: (a) a presentation of the most directly
comparable financial measure calculated and presented in accordance with GAAP;
and (b) a reconciliation (by schedule or other clearly understandable method),
which shall be quantitative for historic measures and quantitative, to the
extent available without unreasonable efforts, for prospective measures, of the
differences between the non-GAAP financial measure presented and the most
directly comparable financial measure or measures calculated and presented in
accordance with GAAP.
Accordingly, pursuant to Regulation G, we hereby provide the following
presentation and reconciliation of the "EBITDA" financial measure included in
the 10-K:
EBITDA Presentation and Reconciliation
Fiscal years ended January 3, December 28, December 29, December 31, January 1,
(in thousands of dollars) 2003 2001 2000 1999 1999
Net income (loss) from continuing $ 10,324 $(23,492) $ 14,185 $ 18,662 $ (27,355)
operations, as reported
Interest expense (income), net 14,051 21,106 9,960 (463) (192)
Taxes 3,500 1,900 1,575 2,073 1,400
Depreciation and amortization 18,150 41,524 23,476 9,073 12,510
------ ------ ------ ----- ------
EBITDA $ 46,025 $ 41,038 $ 49,196 $ 29,345 $ (13,637)
-------- -------- -------- -------- ----------
APPENDIX A
PROXY TRIMBLE NAVIGATION LIMITED PROXY
PROXY FOR 2003 ANNUAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned shareholder of TRIMBLE NAVIGATION LIMITED, a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated April 4, 2003, and hereby appoints
Steven W. Berglund, and Mary Ellen Genovese and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 2003 Annual Meeting
of Shareholders of TRIMBLE NAVIGATION LIMITED, to be held on Tuesday, May 20,
2003, at 1:00 p.m. local time, at the Four Points Sheraton Hotel in Sunnyvale,
located at 1250 Lakeside Drive, Sunnyvale, California 94085 in the Ballroom and
at any adjournment(s) thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth below.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, IT WILL
BE VOTED FOR THE LISTED NOMINEES IN THE ELECTION OF DIRECTORS, TO AMEND THE
COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE AMOUNT OF AUTHORIZED SHARES
FROM 40,000,000 TO 60,000,000, FOR THE RATIFICATION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE CURRENT FISCAL YEAR ENDING JANUARY
2, 2004, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF.
Both of such attorneys or substitutes (if both are present and acting at said
meeting or any adjournment(s) thereof, or, if only one shall be present and
acting, then that one) shall have and may exercise all of the powers of said
attorneys-in-fact hereunder.
(Continued, and to be signed on the other side)
FOLD AND DETACH HERE
YOU MAY VOTE IN ANY OF THE FOLLOWING THREE WAYS:
1. Vote via the Internet at http://www.proxyvote.com. You will need the
Control Number that appears in the box in the lower right corner of this
card.
2. Vote by telephone by calling 1-800-435-6710 from a touch-tone telephone in
the U.S. There is no charge for this call. You will need the Control Number
that appears in the box in the lower right corner of this card.
3. Mark, sign and date this proxy form and return it in the enclosed envelope.
- --------------------------------------------------------------------------------
[Company logo appears here]
Trimble Navigation Limited
645 N. Mary Ave.
Sunnyvale, CA 94085
VOTE BY INTERNET-www.proxyvote.com
-----------------
Use the Internet to transmit
your voting instructions and
for electronic delivery of
information up until 11:59
P.M. Eastern Time the day
before the cut-off date of
meeting date. Have your
proxy card in hand when you
access the web site. You
will be prompted to enter
your 12-digit Control Number
which is located below to
obtain your records and to
create an electronic voting
instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone
to transmit your voting
instructions up until 11:59
P.M Eastern Time the date
before the cut-off date or
meeting date. Have your
proxy card in hand when you
call. You will be prompted
to enter your 12-digit
Control Number which is
located below and then
follow the simple
instructions the Vote Voices
provides you.
VOTE BY MAIL
Mark, sign and date your
proxy card and return it in
the postage-paid envelope we
have provided or return it
to Trimble Navigation
Limited, c/o ADP, 51
Mercedes Way, Edgewood, NY
11717.
- --------------------------------------------------------------------------------
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
TRIMBLE KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
Trimble Navigation Limited
Vote on Directors
1. Elections of Directors to serve for the FOR WITHHOLD FOR To withhold authority to vote,
ensuing year and until their FOR ALL ALL mark "For All Except" and write
successors are elected. EXCEPT the nominee's number on the line
[ ] [ ] [ ] below.
______________________________
Nominees:
01 Steven W. Berglund, 02 Robert S.
Cooper,
03 John B. Goodrich, 04 William Hart, 05
Ulf
J. Johansson, and 06 Bradford W. Parkinson
Vote on Proposals
FOR AGAINST ABSTAIN
2. To amend the Company's Articles of [ ] [ ] [ ]
Incorporation to increase the amount of
authorized shares from 40,000,000 to 60,000,000.
3. To ratify the appointment of Ernst & Young LLP FOR AGAINST ABSTAIN
as independent auditors of the Company [ ] [ ] [ ]
for the current fiscal year ending
January 2, 2004.
4. To transact suchh other business as may
properly come before the meeting or any
adjournment thereof.
Signature(s)______________________________________________ Dated _______, 2003
(This Proxy should be marked, dated, signed by the shareholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope. If
signing for estates, trusts, corporations, or partnerships' title or capacity
should be stated. If shares are held jointly each holder should sign.)
FOLD AND DETACH HERE
[Omitted picture of VOTE BY TELEPHONE OR INTERNET [Omitted picture
telephone] of computer]
QUICK * * * EASY * * * IMMEDIATE
YOUR VOTE IS IMPORTANT - YOU CAN VOTE IN ONE OF THREE WAYS:
1. TO VOTE BY PHONE: Call toll-free 1-800-690-6903 on a touch tone telephone
24 hours a day - 7 days a week. There is NO CHARGE to you for this call.
Have your proxy card in hand.
You will be asked to enter a Control Number, which is located in the box
in the lower right hand corner of this form.
OPTION #1: To vote as the Board of Directors recommends on ALL Items: Press 1.
When asked, please confirm your vote by Pressing 1.
OPTION #2: If you choose to vote on each item separately, press 0. You will
hear these instructions:
Proposal 1: To vote FOR ALL nominees, press 1;
to WITHHOLD FOR ALL nominees, press 9.
To WITHOHLD FOR INDIVIDUAL nominee(s), press 0 and listen to the
instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm your vote by Pressing 1.
The instructions are the same for all remaining proposals.
or
2. VOTE BY INTERNET: Follow the instructions at our Website Address:
http://www.proxyvoting.com/trmb or
3. VOTE BY PROXY: Mark, sign and date your proxy card and return promptly in
the enclosed envelope.
NOTE: If you vote by internet or telephone, THERE IS NO NEED TO MAIL BACK your
Proxy Card.
THANK YOU FOR VOTING.
