<SUBMISSION>
<ACCESSION-NUMBER>0001275287-06-006413
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20061210
<ITEMS>8.01
<ITEMS>9.01
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<DATE-OF-FILING-DATE-CHANGE>20061211
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<CONFORMED-NAME>TRIMBLE NAVIGATION LTD /CA/
<CIK>0000864749
<ASSIGNED-SIC>3829
<IRS-NUMBER>942802192
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>1229
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-14845
<FILM-NUMBER>061267154
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<STREET1>935 STEWART DRIVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94085
<PHONE>4084818000
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<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------

                                    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))

================================================================================

<PAGE>

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
           -----------   -------------------------------------------------------
           99.1          Press Release, dated as of  December 10, 2006.

<PAGE>

                                   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
                                                             -------------------
                                                      Name:  Irwin Kwatek
                                                      Title: Vice President

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER     DESCRIPTION
-------    ---------------------------------------------------------------------
99.1       Press Release, dated as of December 10, 2006.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>tn8237ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

                            TRIMBLE TO ACQUIRE @ROAD

    SUNNYVALE, Calif., Dec. 10 /PRNewswire-FirstCall/ -- Trimble (Nasdaq:
TRMB) today announced that it has entered into a definitive agreement to
acquire @Road, Inc. (Nasdaq: ARDI) of Fremont, Calif. Under the terms of the
transaction, Trimble will acquire all of the outstanding shares of @Road 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 stock to be determined at Trimble's sole discretion.

    The transaction equity value is approximately $496 million. After
subtracting @Road's net cash position of approximately $79 million, the
transaction enterprise value is $417 million. The transaction will be accounted
for as a purchase.

    Strategic Rationale

     -- Enables Mobile Resource Management (MRM) Leadership: The acquisition
        expands Trimble's investment and reinforces the existing growth strategy
        for its Mobile Solutions (TMS) segment. It also positions Trimble as a
        market leader in providing MRM solutions. In addition to its
        industry-leading technology, @Road has developed deep domain expertise
        and a strong field service management capability within its MRM solution
        set to address challenges faced by a variety of industries, including
        transportation, distribution, telecommunications, cable, field service,
        utilities, facilities management and public works. This complements
        Trimble's existing domain expertise in the construction supply, direct
        store delivery, public safety and utilities industries.

     -- Increases Access to Fast Growing, Global MRM Segment: According to Frost
        and Sullivan, the emerging MRM segment is expected to grow to
        approximately $2.6 billion by 2010, up from approximately $1.2 billion
        in 2006. With the acquisition of @Road, Trimble is well positioned to
        capitalize on this growing, global market opportunity.

     -- Reinforces Trimble's Existing Businesses: A number of Trimble's existing
        businesses have the potential to add software products based on a
        recurring service model. The combination of @Road and Trimble will
        enable more aggressive development of these categories of products and
        can leverage Trimble's existing capabilities and presence in those
        markets.

     -- Extends Trimble's Technology Platform: @Road has made significant
        investments in world-class, fault tolerant and scalable software
        infrastructure that can support a large increase in subscribers with
        minimal additional investment. This enables Trimble to forego a similar
        investment and rapidly deploy new applications to serve additional
        customers.

     -- Accelerates the Pace of Product Innovation for Customers: The
        combination of @Road's industry-leading MRM solutions with Trimble's
        capabilities will both speed the rate at which new products will be
        brought to market and will increase the diversity of those products.

     -- Enhances Customer Access through Strong Channel Relationships: Trimble
        is well positioned to leverage @Road's extensive network of well-
        established relationships with telecom carrier partners, large system
        integrators, and enterprise software technology providers to enhance the
        combined company's reach, product capabilities and solutions platform.
        In addition, Trimble's significant existing international presence will
        enable an accelerated international expansion for the combined business.

    Significant operating leverage is available to the combined entity. The
sources of leverage include the ability to reduce costs by sharing common
infrastructure elements and to achieve growth objectives by leveraging existing
capabilities at little incremental cost. Examples include the consolidation of
data centers, the consolidation of product platforms, leveraging sales force and
distribution channels, the utilization of Trimble's international infrastructure
and the reduction of public company compliance costs.

<PAGE>

    "@Road is widely recognized for its strong technology base and its success
with enterprise customers. The addition of @Road to Trimble's existing TMS
product offerings will enable us to provide a broader and more robust platform,"
said Steven W. Berglund, president and CEO of Trimble. "The anticipated growth
rates for MRM make this combination an attractive addition to the Trimble
portfolio. It reinforces our other successful investments within TMS and
represents a major step in building leadership in MRM. We look forward to the
addition of the @Road team as we continue to grow and build shareholder value."

    "We are pleased to join Trimble and it is an excellent fit for @Road," said
Krish Panu, president and CEO of @Road. "Our goal has always been to provide the
best MRM solution, from product design to our ongoing customer support. Trimble
shares this vision of excellence. We believe the acquisition will enable even
better customer service, while enabling our employees worldwide to continue to
provide leadership in our markets."

    Financial Structure and Transaction Timing

    Of the $7.50 per share of consideration, @Road shareholders will receive
$5.00 per share in cash. For the remaining $2.50 per share portion of the
consideration, Trimble will make a determination about the mixture of cash and
stock consideration before the @Road shareholder vote date. The closing of the
transaction, which is expected during the first quarter of 2007 after the @Road
shareholder vote, will be subject to regulatory approval and other usual
conditions. The transaction is not subject to a Trimble shareholder vote.

    Trimble expects to finance the cash portion of the transaction from cash on
its balance sheet, available borrowings under its existing bank credit facility
and a new term loan.

    Krish Panu, each of the other executive officers and directors of @Road and
@Road's largest stockholder, representing an aggregate of approximately 23
percent of the outstanding shares of @Road's common stock, have agreed to vote
in favor of the transaction.

    @Road will be reported within Trimble's Mobile Solutions (TMS) business
segment.

    Goldman, Sachs & Co. acted as the financial advisor to Trimble and J.P.
Morgan Securities Inc. acted as financial advisor to @Road.

    Preliminary 2007 Pro Forma Outlook

    Assuming a February close of the transaction, Trimble currently expects
total 2007 Company revenue between $1,140 and $1,170 million. Of this amount,
approximately $80 million to $85 million in revenue is expected to come from the
acquisition of @Road. The expected revenue contribution from @Road in 2007 is
expected to be significantly impacted by the write-off of all deferred revenue
of approximately $28 million at closing and the partial year impact of a
February close.

    Trimble expects full-year 2007 non-GAAP earnings per share of between $2.10
and $2.15 in 2007. Trimble's baseline outlook for the Company, excluding the
acquisition, would have been $2.30 and $2.35 non-GAAP earnings per share. The
transaction is expected to be single-digit dilutive in 2007 due to interest
payments on debt, an assumed higher share count and the deferred revenue write
down of $0.07 per share, partially offset by synergy savings and improved
business profitability. Beyond 2007, the transaction is expected to be accretive
to non-GAAP earnings per share in 2008 and is expected to be meaningfully
accretive to non-GAAP earnings per share in 2009 and beyond.

    Trimble will update its fiscal 2007 guidance on the Company's regularly
scheduled quarterly conference call on January 25, 2007.

<PAGE>

    Non-GAAP vs. GAAP Financials

    The Company excludes the amortization of purchased intangibles, in-process
research and development, acquisition related step-up charges, restructuring
charges, and the impact of stock-based compensation in computing non-GAAP
measures because the chief executive officer excludes these items when budgeting
and evaluating the business. These non-GAAP financial measures are not intended
to supersede or replace the Company's GAAP results.

    Investor Conference Call / Webcast Details

    Trimble will hold a conference call on December 11, 2006 at 8:30 a.m. EST to
discuss the @Road acquisition. It will be broadcast live on the Web at
www.trimble.com. Dial-in will be available by calling (800) 528-9198 (U.S.) or
(706) 634-6089 (international) and the passcode is 3747759. A replay of the call
will be available for 30 days beginning at 12:00 p.m. EST on December 11, 2006.
The replay number is (800) 642-1687 (U.S.) or (706) 645-9291 (international),
and the pass code is 3747759.

    About Mobile Resource Management - A Growing Industry

    Mobile Resource Management (MRM) business solutions are designed to
maximize the productivity of mobile workforces. Next-generation solutions are
expected to include more than just fleet and asset management tools. Growth in
the industry is expected to be fueled by combining Internet services with on-
demand applications that leverage a variety of technologies including Global
Positioning System (GPS), dispatch software, wireless communications, fleet
management tools and transaction processes to help companies reduce operating
costs and more effectively manage a mobile workforce. The ability to track,
locate, and manage assets can be critical to a company's overall performance and
bottom line. By reducing costs through fewer lost assets, enhanced equipment
utilization, reduced out-of-route miles, and 'just-in-time' inventory
availability, MRM is expected to transition from a premium service to a standard
component of most businesses with fleets and multiple assets.

    About @Road

    @Road, Inc. is a leading global provider of solutions designed to automate
the management of mobile resources and to optimize the service delivery process
for customers across a variety of industries. @Road delivers Mobile Resource
Management solutions in three key areas: Field Force Management, Field Service
Management and Field Asset Management. By providing real-time Mobile Resource
Management infrastructure integrating wireless communications, location-based
technologies, transaction processing and the Internet, @Road solutions are
designed to provide a secure, scalable, upgradeable, enterprise- class platform,
and are offered in on-demand software delivery, on-premise or hybrid
environments that can seamlessly connect mobile workers in the field to
real-time corporate data. @Road is headquartered in Fremont, Calif., and has a
global presence with offices in North America, Europe and Asia. For more
information on @Road solutions, visit www.road.com.

    About Trimble

    Trimble applies technology to make field and mobile workers in businesses
and government significantly more productive. Solutions are focused on
applications requiring position or location-including surveying, construction,
agriculture, fleet and asset management, public safety and mapping. In addition
to utilizing positioning technologies, such as GPS, lasers and optics, Trimble
solutions typically include significant software content specific to the needs
of the user. Wireless technologies are utilized to deliver the solution to the
user and to ensure a tight coupling of the field and the back office. Founded in
1978 and headquartered in Sunnyvale, Calif., Trimble has a worldwide presence
with more than 2,600 employees in over 18 countries.

    For more information Trimble's Web site at www.trimble.com.

<PAGE>

    Certain statements made in this news release are forward looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, and are made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. This press release
contains forward-looking statements that include the growth of the MRM segment,
the effect of the @Road acquisition on Trimble's Mobile Solutions business
including the financial impact of the acquisition in future periods, the pro
forma outlook for Trimble, the realization of synergies, the timing of closing
of the proposed acquisition and the expected financing sources. These forward
looking statements are subject to risks which could cause actual results to
differ materially from expected results. For example, the growth of the MRM
segment might be slowed due to the adoption of competing technology or a slow
down in technology spending generally. The financial impact of the @Road
acquisition on Trimble's Mobile Solutions business may be less positive than
expected if Trimble is not able to realize the synergies it anticipates from the
transaction. Trimble may be unable to achieve the projected synergies if its
acquisition takes longer than expected or if the integration takes longer than
expected or if the operation of the combined business results in less
administrative overlap than expected. The pro forma outlook for Trimble is
dependent upon the above synergies being achieved as well as maintaining @Road's
existing customer base. It is also dependent upon general economic conditions,
especially in the construction and agriculture sectors. The timing of closing is
dependent on the satisfaction of certain conditions including the effectiveness
of an S-4 Registration Statement and clearance under applicable antitrust
regulatory authorities. There can be no assurance that these conditions will be
satisfied or that the transaction will be consummated. Trimble's expected
financing sources could change based on conditions in the capital markets and
debt markets. Additional risks and uncertainties include the risks inherent in
acquiring and integrating a company and its products, unanticipated expenditures
and changing relationships with customers. Among other things, economic trends
and additional competitive issues may have an adverse effect on the success of
the acquisition and its integration. More information about potential factors
which could affect Trimble's business and financial results is set forth in
reports filed with the SEC, including Trimble's quarterly reports on Form 10-Q
and its annual report on Form 10-K. All forward looking statements are based on
information available to Trimble as of the date hereof, and Trimble assumes no
obligation to update such statements.

    This communication shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

<PAGE>

                     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.

    FTRMB

SOURCE  Trimble
    -0-                             12/10/2006
    /CONTACT:  Media:
Lea Ann McNabb, +1-408-481-7808,
leaann_mcnabb@trimble.com, or Investor Relations: Willa McManmon, +1-408-481-
7838, willa_mcmanmon@trimble.com, both of Trimble
/
    /Web site:  http://www.trimble.com
                http://www.road.com /
</TEXT>
</DOCUMENT>
</SUBMISSION>
