SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): August 20, 2002
GARMIN LTD.
(Exact name of registrant as specified in its charter)
Cayman Islands 0-31983 98-0229227
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
P.O. Box 30464SMB
5th Floor, Harbour Place
103 South Church Street
George Town, Grand Cayman, Cayman Islands
(Address of principal executive offices)
Registrant's telephone number, including area code: (345) 946-5203*
Not Applicable
(Former name or former address, if changed since last report)
--------
* The executive offices of the Registrant's principal United States subsidiary
are located at 1200 East 151st Street, Olathe, Kansas 66062. The telephone
number there is (913) 397-8200.
Item 9. Regulation FD Disclosure
See attached as Exhibit 99.1 to this Form 8-K a press release dated
August 21, 2002 concerning the retirement of Gary Burrell as co-CEO and Board
changes.
The information in this Form 8-K, including the exhibit, is furnished
pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GARMIN LTD.
Date: August 21, 2002 /s/ Andrew R. Etkind
---------------------------------
Andrew R. Etkind
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release dated August 21, 2002
concerning the retirement of Gary
Burrell as Co-CEO and Board changes.
Garmin Ltd. Announces Co-CEO Retirement and Board Changes
CAYMAN ISLANDS/August 21, 2002 / PRNewswire-- Garmin Ltd. (Nasdaq: GRMN) today
announced that Gary Burrell will retire as co-CEO on August 24, 2002, his 65th
birthday. Mr. Burrell will remain as co-chairman and a director of the company
as well as chairman of its U.S. subsidiaries. In these capacities, Mr. Burrell
will continue to provide support for several ongoing business development
activities. Dr. Min Kao, who is currently co-chairman and co-CEO of Garmin Ltd.,
will continue as co-chairman and a director of the company and will become the
sole CEO. Dr. Kao will also continue to hold his present positions as president
of the company's U.S. subsidiaries and of its Taiwan subsidiary. Gary Burrell
and Min Kao both have degrees in electrical engineering. They together founded
the Garmin group of companies in 1989 and have jointly led the group since its
founding.
Commenting on his retirement, Mr. Burrell said, "I feel fortunate and privileged
to have had the opportunity to help build a company which has not only become a
leader in general aviation and consumer GPS products, but whose products have
helped improve the safety of navigation. As I reach retirement age, I hope to
devote more time to my family, to traveling with my wife and to philanthropy.
Min Kao has been my partner from the beginning. He is both an exceptional
manager and leader and an exceptional engineer and he has been a driving force
behind Garmin's growth and success. I am confident that he will continue to lead
the company with the same skill and values that have been the foundation for our
success."
"Garmin's success is built on the principles of innovation, convenience,
performance, value, and service that Gary Burrell has always cherished," Dr. Kao
said. "I look forward to helping to continue to serve and delight our customers
with innovative products."
The company also announced that, in advance of proposed Nasdaq rule changes that
would require that listed companies have a board composed of a majority of
independent directors, it has restructured its board of directors to have a
majority of independent directors. Ruey-Jeng Kao has resigned as a director and
the board voted to reduce the number of directors from six to five. The board is
now composed of Gary Burrell, Min Kao and three independent directors, Gene M.
Betts, Donald H. Eller and Thomas A. McDonnell.
About Garmin:
Through its operating subsidiaries, Garmin Ltd. designs, manufactures, and
markets navigation, communications and information devices, most of which are
enabled by GPS technology. Garmin is a leader in the general aviation and
consumer markets and its products serve aviation, marine, general recreation,
automotive, wireless and OEM applications. Garmin Ltd. is incorporated in the
Cayman Islands, and its principal subsidiaries are located in the United States,
Taiwan and United Kingdom. For more information, visit the Investor Relations
site of Garmin Ltd. at www.garmin.com or contact the Investor Relations
department at 913-397-8200.
Notice on forward-looking statements:
This release includes projections and other forward-looking statements regarding
Garmin Ltd. and its business. Any statements regarding the company's future
financial position, revenues, earnings, product introductions, plans and
objectives are forward-looking statements. The forward-looking events and
circumstances discussed in this release may not occur and actual results could
differ materially as a result of risk factors affecting Garmin. Information
concerning risk factors that could affect Garmin's actual results is contained
in the Annual Report on Form 10-K for the year ended December 29, 2001 filed by
Garmin with the Securities and Exchange Commission (Commission file number
0-31983). A copy of Garmin's 2001 Form 10-K can be downloaded from.
www.garmin.com/aboutGarmin/invRelations/finReports.html.
Source: Garmin Ltd.
-0-
Contact:
Pete Brumbaugh, Garmin Media Relations, 913-397-8200, ext. 1411