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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: December 10, 2006
(Date of earliest event reported):
TRIMBLE NAVIGATION LIMITED
(Exact Name of Registrant as Specified in Charter)
California 0-18645 94-2802191
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
935 Stewart Drive
Sunnyvale, California 94085
(Address of Principal Executive Offices) (Zip Code)
(408) 481-8000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[X] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS.
On December 10, 2006, Trimble Navigation Limited ("Trimble") issued a
press release announcing that Trimble and @Road, Inc. ("@Road") had entered into
a merger agreement, dated as of December 10, 2006, pursuant to which Trimble
will acquire all the outstanding shares of @Road common stock for $7.50 per
share. @Road shareholders will receive $5.00 per share in cash and the remaining
$2.50 per share in consideration will be a mixture of cash and/or Trimble common
stock to be determined by Trimble prior to the vote of @Road's stockholders on
the merger. The press release is attached as Exhibit 99.1 to this Current Report
and is incorporated herein by reference. The information required by Item 1.01
will be filed in a separate Current Report on Form 8-K.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Trimble and @Road intend to file with the SEC a prospectus/proxy
statement and other relevant materials in connection with the proposed
acquisition of @Road by Trimble pursuant to the terms of an Agreement and Plan
of Merger by and among Trimble, Roadrunner Acquisition Corp., a wholly-owned
subsidiary of Trimble, and @Road. The prospectus/proxy statement will be mailed
to the stockholders of @Road. Investors and security holders of @Road are urged
to read the prospectus/proxy statement and the other relevant materials, as well
as any amendments or supplements to those documents, when they become available
because they will contain important information about Trimble, @Road and the
proposed merger. The prospectus/proxy statement and other relevant materials
(when they become available), and any other documents filed by Trimble or @Road
with the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by Trimble by contacting Trimble Investor
Relations, 935 Stewart Drive, Sunnyvale, California 94085, (408) 481-7838.
Investors and security holders may obtain free copies of the documents filed
with the SEC by @Road by contacting @Road Investor Relations, 47071 Bayside
Parkway, Fremont, California 94538, (510) 870-1317. Investors and security
holders of @Road are urged to read the prospectus/proxy statement and the other
relevant materials, as well as any amendments or supplements to those documents,
when they become available before making any voting or investment decision with
respect to the proposed merger.
Trimble, Steven Berglund, Trimble's President and Chief Executive
Officer, and Trimble's other directors and executive officers may be deemed to
be participants in the solicitation of proxies of @Road stockholders in
connection with the proposed merger. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of Mr.
Berglund and Trimble's other directors and executive officers in the
solicitation by reading the prospectus/proxy statement when it becomes
available.
@Road, Krish Panu, @Road's Chairman, Chief Executive Officer and
President, and @Road's other directors and executive officers may be deemed to
be participants in the solicitation of proxies of @Road stockholders in
connection with the proposed merger. Such individuals may have interests in the
proposed merger, including as a result of holding options or shares of @Road
common stock. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of Mr. Panu and
@Road's other directors and executive officers in the solicitation by reading
the prospectus/proxy statement when it becomes available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are furnished with this report on Form 8-K:
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated as of December 10, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIMBLE NAVIGATION LIMITED
Date: December 10, 2006 By: /s/ Irwin Kwatek
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Name: Irwin Kwatek
Title: Vice President
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated as of December 10, 2006.