S-8

As filed with the Securities and Exchange Commission on June 12, 2019

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GARMIN LTD.

(Exact name of registrant as specified in its charter)

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

Mühlentalstrasse 2 8200 Schaffhausen Switzerland	N/A
(Address of principal executive offices)	(Zip Code)

Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 7, 2019

(Full title of the plan)

Andrew R. Etkind, Esq.

c/o Garmin International, Inc.

1200 East 151st Street

Olathe, Kansas 66062

(Name and address of agent for service)

(913) 397-8200

(Telephone number, including area code, of agent for service)

Copy to:

Victoria R. Westerhaus

Bryan Cave Leighton Paisner LLP

1200 Main Street, Suite 3800

Kansas City, Missouri 64105

(816) 374-3223

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered			Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
Registered Shares, CHF 0.10 per share par value		2,000,000	(1)	$	66.67	(2)	$	133,340,000	(2)	$	16,160.81	(2)

(1) This registration statement relates to additional shares of Garmin Ltd. Registered Shares, CHF 0.10 per share par value (the “Registered Shares”), to be registered under the Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 7, 2019 (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers any additional shares of Registered Shares that may be offered or issued under the Plan due to adjustments for changes resulting from stock dividends, stock splits, recapitalizations, mergers, reorganizations, combinations or exchanges or other similar events.

(2) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon 85% (see explanation in following sentence) of the average of the high and low prices of the Registered Shares as reported on The Nasdaq Global Select Market on June 6, 2019, because the price at which the shares may be purchased under the Plan in the future is not currently determinable. Pursuant to the Plan, which is incorporated by reference herein, the purchase price of a Registered Share will be the lesser of (i) 85% of the fair market value (as defined in the Plan) of a Registered Share on the first trading day of the applicable accumulation period, or (ii) 85% of the fair market value of such share on the last day of the accumulation period.

EXPLANATORY NOTE

This registration statement is being filed by Garmin Ltd., a Swiss corporation (the “Company”), to register an additional 2,000,000 shares of the Company’s Registered Shares, CHF 0.10 per share par value (the “Registered Shares”), which are available for issuance under the Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 7, 2019 (the “Plan”).

Pursuant to General Instruction E to Form S-8, the Company hereby incorporates by reference into this registration statement the entire contents of, including all documents incorporated by reference or deemed incorporated by reference into, its registration statement on Form S-8 (File No. 333-51470) filed with the Securities and Exchange Commission (the “Commission”) on December 8, 2000, Post-Effective Amendment No. 1 filed with the Commission on June 28, 2010, with respect to the Plan and Form S-8 (File No. 333-205945) filed with the Commission on July 30, 2015.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 6. Indemnification of Directors and Officers.

Although this area of law is unsettled in Switzerland, the Company believes, based on the interpretation of leading Swiss legal scholars, which is a persuasive authority in Switzerland, that, under Swiss law, the Company may indemnify the members of its board of directors and its officers unless the indemnification results from a breach of their duties that constitutes gross negligence or intentional breach of duty of the member of the board of directors or officer concerned. The Company’s articles of association make indemnification of members of the board of directors and officers and advancement of expenses to defend claims against members of the board of directors and officers mandatory on the part of the Company to the fullest extent allowed by Swiss law. Swiss law permits, and the Company’s articles of association authorize, the Company, or each member of the board of directors or officer individually, to purchase and maintain insurance on behalf of such members of the board of directors and officers. The Company has obtained such insurance from one or more third party insurers.  The Company has entered into indemnification agreements with its directors and officers indemnifying such persons against liability they may incur in such capacities.

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Item 8. Exhibits

Exhibit Number	Description
4.1	Articles of Association of Garmin Ltd., as amended and restated on June 8, 2018 (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 20, 2019, and incorporated herein by reference)
5.1	Opinion of Homburger AG, Swiss counsel to the registrant, regarding the legality of the securities being registered
23.1	Consent of Ernst & Young LLP
23.2	Consent of Homburger AG (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
99.1	Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 7, 2019 (filed as Exhibit 10.1 to the Company’s Form 8-K filed on June 10, 2019 and incorporated herein by reference)

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Exhibit Index

Exhibit Number	Description
4.1	Articles of Association of Garmin Ltd., as amended and restated on June 8, 2018 (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 20, 2019, and incorporated herein by reference)
5.1	Opinion of Homburger AG, Swiss counsel to the registrant, regarding the legality of the securities being registered
23.1	Consent of Ernst & Young LLP
23.2	Consent of Homburger AG (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
99.1	Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 7, 2019 (filed as Exhibit 10.1 to the Company’s Form 8-K filed on June 10, 2019 and incorporated herein by reference)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Olathe, State of Kansas, on June 12, 2019.

GARMIN LTD.
By:	/s/ Clifton A. Pemble
	Clifton A. Pemble
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Clifton A. Pemble, Douglas G. Boessen and Andrew R. Etkind and each of them, the undersigned’s true and lawful attorneys-in-fact and agents with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Clifton A. Pemble	President and Chief Executive Officer and Director	June 12, 2019
Clifton A. Pemble	(principal executive officer)
/s/ Douglas G. Boessen	Chief Financial Officer and Treasurer	June 12, 2019
Douglas G. Boessen	(principal accounting and financial officer)
/s/ Jonathan C. Burrell	Director	June 12, 2019
Jonathan C. Burrell
/s/ Joseph J. Hartnett	Director	June 12, 2019
Joseph J. Hartnett
/s/ Min H. Kao	Director	June 12, 2019
Dr. Min H. Kao
/s/ Catherine A. Lewis	Director	June 12, 2019
Catherine A. Lewis
/s/Charles W. Peffer	Director	June 12, 2019
Charles W. Peffer

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EX-5.1

Exhibit 5.1

Garmin Ltd.  Mühlentalstrasse 2  8200 Schaffhausen  Switzerland	Homburger AG  Prime Tower  Hardstrasse 201 | CH–8005 Zurich  P.O. Box 314 | CH–8037 Zurich T +41 43 222 10 00  F +41 43 222 15 00  lawyers@homburger.ch
June 12, 2019 OSD | HAD  319894|10099369v3

Garmin Ltd.

Ladies and Gentlemen:

We have acted and are acting as Swiss counsel to Garmin Ltd., a stock corporation incorporated under the laws of Switzerland (the Company), in connection with the Registration Statement on Form S-8 (the Registration Statement) to be filed with the United States Securities and Exchange Commission (the SEC) on the date hereof under the Securities Act of 1933, as amended (the Act), with respect to the registration of an additional 2,000,000 registered shares of the Company, CHF 0.10 par value each (the Registered Shares), that may be delivered pursuant to the Amended and Restated Plan (as defined below). As such counsel, we have been requested to give our opinion as to certain legal matters under Swiss law.

Capitalized terms used herein shall have the meaning attributed to them in the Documents unless otherwise defined herein.

I. Basis of Opinion

This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof as currently applied by the Swiss courts. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and is not to be read as extending, by implication or otherwise, to any document referred to in the Documents (other than listed below) or any other matter.

For purposes of this opinion, we have not conducted any due diligence or similar investigation as to factual circumstances which are or may be referred to in the Documents (as defined below), and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.

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For the purpose of giving this opinion, we have only reviewed originals or copies of the following documents (collectively the Documents):

(i) A copy of the resolution passed by the shareholders of the Company at the Company's annual general meeting held on June 7, 2019 (the Shareholder Resolution), as reflected in the minutes of such meeting, regarding the approval of an amendment and restatement of the Garmin Ltd. Employee Stock Purchase Plan (the Plan) that, among other things, increased the number of Registered Shares available for issuance under the Plan from 6,000,000 to 8,000,000 Registered Shares (the Plan so amended and restated the Amended and Restated Plan);

(ii) a copy of an extract from the minutes of a meeting of the Company's board of directors dated February 15, 2019 (the Board Resolution), including, among other things, a resolution approving the Amended and Restated Plan;

(iii) a copy of the Amended and Restated Plan;

(iv) a copy of the Articles of Association (Statuten) of the Company in the form as deposited with the Commercial Register of the Canton of Schaffhausen, Switzerland, on June 8, 2018 and certified by the Commercial Register of the Canton of Schaffhausen, Switzerland, as of June 4, 2019 (the Articles of Association);

(v) a copy of the Organizational Regulations (Organisationsreglement) of the Company, dated as of February 14, 2014 (the Organizational Regulations); and

(vi) a copy of the certified excerpt from the Commercial Register of the Canton of Schaffhausen, Switzerland, for the Company, dated as of June 4, 2019 (the Excerpt).

No documents have been reviewed by us in connection with this opinion other than those listed above. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.

In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.

II. Assumptions

In rendering the opinion below, we have assumed the following:

(a) all copies, fax copies or electronic versions of the documents produced to us conform to the respective original documents and the originals of such documents were executed in the manner and by the individuals appearing on the respective copies;

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(b) all signatures appearing on all original documents or copies thereof which we have examined are genuine;

(c) all factual information contained in, or material statements given in connection with, the Documents are true and accurate;

(d) The filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws;

(e) the Registration Statement has been filed by the Company with the SEC;

(f) any Registered Shares issued out of the Conditional Share Capital (as defined below) will be listed on the NASDAQ in accordance with applicable laws and regulations;

(g) all authorizations, approvals, consents, licenses, exemptions and other requirements for the filing of the Registration Statement or for any other activities carried on in view of, or in connection with, the performance of the obligations expressed to be undertaken by the Company in the Registration Statement have been duly obtained and are and will remain in full force and effect, and any related conditions to which the parties thereto are subject have been satisfied;

(h) the exercise notice with respect to Registered Shares issued out of Conditional Share Capital will be duly delivered in accordance with Swiss law and the Amended and Restated Plan;

(i) to the extent the Company issues Registered Shares out of Conditional Share Capital, the performance of the contributions in money shall be made at a banking institution subject to the Federal Law of November 8, 1934, Relating to Banks and Savings Banks, as amended, or, in case of performance of the contributions by way of set-off, in accordance with the applicable provisions of the Swiss Code of Obligations;

(j) no Registered Shares have been issued out of the Conditional Share Capital (as defined below) since the date of the Articles of Association;

(k) the Excerpt, the Articles of Association and the Organizational Regulations are correct, complete and up-to-date, and the Amended and Restated Plan is in full force and effect and has not been amended; and

(l) the Shareholder Resolution and the Board Resolution have been duly resolved in meetings duly convened and otherwise in the manner set forth therein, and have not been rescinded or amended and are in full force and effect.

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III. Opinion

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that:

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

2. The Company's share capital registered in the Commercial Register of the Canton of Schaffhausen amounts to CHF 19,807,741.80, divided into 198,077,418 Registered Shares with a par value of CHF 0.10 each. Such Registered Shares have been validly issued, fully paid and are non-assessable.

3. Pursuant to the Company's conditional share capital as included in the Articles of Association (the Conditional Share Capital), the Company's share capital may be increased in an amount not to exceed CHF 99,038,709 through the issuance of up to 9,903,870.90 fully paid-up Registered Shares through the exercise of option rights which are granted to employees and/or members of the board of directors of the Company or group companies.

4. The Registered Shares that may be issued from the Conditional Share Capital, if and when such Registered Shares are issued pursuant to the Amended and Restated Plan, and after the nominal amount for such Registered Shares has been paid-in in cash or by way of set-off, will be validly issued, fully paid and non-assessable.

IV. Qualifications

The above opinions are subject to the following qualifications:

(a) The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

(b) We note that, under Swiss law, shares issued out of Conditional Share Capital cannot be paid-in by way of contribution in kind.

(c) The exercise of voting rights and rights related thereto with respect to any Registered Shares is only permissible after registration in the Company's share register as a shareholder with voting rights in accordance with the provisions of, and subject to the limitations provided in, the Articles of Association.

(d) We express no opinion as to any commercial, accounting, tax, auditing or other non-legal matters.

(e) We have not investigated or verified the truth or accuracy of the information contained in the Registration Statement, nor have we been responsible for ensuring that no material information has been omitted from it;

(f) Any issuance of the Registered Shares out of Conditional Share Capital must be confirmed by the auditor of the Company, and amended Articles of Association of the Company reflecting the issuance of Registered Shares from Conditional Share Capital, together with said confirmation by the Company's auditor, must be filed with the competent commercial register no later than three months after the end of the Company's fiscal year.

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We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes that are made or brought to our attention hereafter.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

This opinion is governed by and shall be construed in accordance with the laws of Switzerland.

Sincerely yours,
HOMBURGER AG

/s/ HOMBURGER AG

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Garmin Ltd. Employee Stock Purchase Plan, as Amended and Restated on June 7, 2019, of our reports dated February 20, 2019, with respect to the consolidated financial statements and schedule of Garmin Ltd. and Subsidiaries and the effectiveness of internal control over financial reporting of Garmin Ltd. and Subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 29, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Kansas City, Missouri

June 12, 2019