<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2002
                                                    REGISTRATION NO. ___________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                       NAVIGATION TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

    DELAWARE
 (State or other             222 Merchandise Mart Plaza         77-0170321
 jurisdiction of          The Merchandise Mart, Suite 900      (IRS Employer
incorporation or              Chicago, Illinois 60654        Identification No.)
  organization)       (Address of principal executive offices)

                       NAVIGATION TECHNOLOGIES CORPORATION
                            2001 STOCK INCENTIVE PLAN
                        1998 CALIFORNIA STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                             1988 STOCK OPTION PLAN
             SHARES UNDER EMPLOYEE OPTION AND EMPLOYMENT AGREEMENTS
                            (Full title of the plans)

                                   ----------

                                 JUDSON C. GREEN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           222 Merchandise Mart Plaza
                         The Merchandise Mart, Suite 900
                             CHICAGO, ILLINOIS 60654
                                 (312) 279-3390
                           (312) 894-7228 (TELECOPIER)
            (Name, address, including ZIP Code, and telephone number,
                   including area code, of agent for service)

                                   ----------

                                   Copies to:
<TABLE>
<S>                                                                                  <C>
HAL M. BROWN, ESQ.                                                                   LAWRENCE M. KAPLAN, ESQ.
PIPER MARBURY RUDNICK & WOLFE                                                        VICE PRESIDENT & GENERAL COUNSEL
203 NORTH LASALLE STREET, SUITE 1800                    - AND -                      NAVIGATION TECHNOLOGIES CORPORATION
CHICAGO, ILLINOIS 60601                                                              222 MERCHANDISE MART PLAZA
(312) 368-4000                                                                       THE MERCHANDISE MART, SUITE 900
(312) 236-7516 (TELECOPIER)                                                          CHICAGO, ILLINOIS 60654
                                                                                     (312) 279-3390
                                                                                     (312) 894-7228 (TELECOPIER)
</TABLE>

                                   ----------

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                               Proposed Maximum  Proposed Maximum    Amount of
            Title of each class of             Amount to be     Offering price       Aggregate      registration
        Securities to be registered(1)         Registered(1)      Per Share        Offering Price      fee(2)
------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>               <C>              <C>
Common Stock, par value $0.001 per share         17,112,460         $0.85(3)         $14,545,591      $3,476.40
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per share        191,038,680         $0.001(4)        $   191,039      $   45.66
------------------------------------------------------------------------------------------------------------------
Total                                           208,151,140                          $14,736,630      $3,522.06
==================================================================================================================
</TABLE>

----------

(1)  The number of shares of common stock, par value $.001 per share (the
     "Common Stock"), stated above consists of the aggregate number of issued
     and outstanding options and the aggregate number of remaining authorized
     options.

(2)  Calculated by multiplying the aggregate offering amount by 0.000239,
     pursuant to Section 6(b) of the Securities Act.

(3)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee on the basis of an option exercise price
     of $0.85 per share for issued and outstanding options to purchase a total
     of 17,112,460 shares.

(4)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee on the basis of $0.001 per share, the
     minimum offering price with respect to which the 191,038,680 authorized
     options may be issued, as the Company had a negative book value per share
     on January 14, 2002.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Navigation Technologies Corporation's registration statement on
Form 10 (SEC File No. 000-21323) is incorporated in this registration statement
by reference. All documents subsequently filed by Navigation Technologies
Corporation pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.


GENERAL

         Our authorized capital stock consists of 1,800,000,000 shares of common
stock, par value $.001 per share and 70,000,000 shares of preferred stock, par
value $.001 per share.

         The following summary of our securities and certain provisions of our
charter and bylaws is not intended to be complete and is qualified by reference
to the provisions of our charter and bylaws and applicable law. Our charter and
bylaws are filed as exhibits to our registration statement on Form 10
incorporated herein by reference.

OPTIONS TO PURCHASE COMMON STOCK

         This registration statement registers shares of our common stock which
may be purchased upon exercise of options issued or issuable under our 2001
Stock Incentive Plan, 1998 California Stock Option Plan, 1996 Stock Option Plan,
1988 Stock Option Plan, and certain employment and/or option agreements we have
entered into with Judson C. Green and John K. MacLeod in connection with such
individuals' employment.

COMMON STOCK

         Holders of common stock are entitled to one vote per share for each
share held of record on all matters submitted to a vote of stockholders. The
holders of common stock are entitled to receive ratably lawful dividends as may
be declared by our board of directors. Such dividends are, however, subject to
preferences that may be applicable to the holders of any outstanding shares of
our preferred stock. In the event of a liquidation, dissolution or winding up of
the business of Navigation Technologies, whether voluntary or involuntary, the
holders of common stock will be entitled to receive pro rata all of our
remaining assets available for distribution to stockholders. Any such pro rata
distribution would be, however, subject to the rights of the holders of any
outstanding shares of our preferred stock as described below.


                                       2
<PAGE>


         The common stock has no preemptive, redemption, conversion or
subscription rights. The rights, powers, preferences and privileges associated
with our common stock are subject to, and may be adversely affected by, the
rights of the holders of our outstanding shares of Series A Cumulative
Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock,
which are discussed below, and the rights of the holders of shares of any other
series of preferred stock that we may designate and issue in the future.

PREFERRED STOCK

         Our charter authorizes the board of directors, without further
stockholder action or approval, to issue from time to time up to 70,000,000
shares of preferred stock, in one or more series. The board of directors also is
authorized to establish the number of shares to be included in each series and
to fix the terms and conditions of those securities, including voting powers,
preferences, rights and qualifications. Certain provisions of any issued series
of preferred stock, including voting, conversion, liquidation, redemption and
repurchase rights and obligations, could adversely affect the rights of our
common stockholders.

         Pursuant to the authority granted by our charter, the board of
directors has designated and approved the issuance of two series of preferred
stock: Series A Cumulative Convertible Preferred Stock and Series B Cumulative
Convertible Preferred Stock.

         Series A Cumulative Convertible Preferred Stock

         An aggregate of 5,000,000 shares of our authorized preferred stock has
been designated as Series A Cumulative Convertible Preferred Stock. Holders of
Series A shares are entitled to receive, when, as and if declared by the board
of directors, monthly dividends payable in additional Series A shares. These
dividends, which are cumulative and payable at a rate of 2.21045% of the per
share liquidation preference of the Series A shares, are added to the original
liquidation preference of $10 per share of the Series A preferred stock so long
as they are not paid. These dividends will be paid, however, only at the written
request of the Series A holders. As long as any Series A shares are outstanding,
no dividends may be declared or paid and no other distribution may be made to
holders of any shares of stock ranking junior to the Series A (including our
common stock). The terms of the Series A shares also prohibit repurchases,
redemptions and other acquisitions of shares of junior stock, unless we are
current in our dividend payment obligations to the Series A holders. Series A
shares are entitled to participate in any dividend on a pro rata basis with any
shares of junior stock in those instances in which dividends are validly
declared and paid on any shares of junior stock.

         In the event of any voluntary or involuntary liquidation, dissolution
or winding up of Navigation Technologies, holders of Series A shares are
entitled to receive their liquidation preference in full prior to any
distribution or payment being made out of our assets on any junior stock.

         The Series A shares will automatically convert into shares of our
common stock upon the earliest to occur of (i) the closing of a qualifying
initial public offering of our securities, (ii) the




                                       3
<PAGE>

closing of a qualifying change of control transaction, or (iii) October 1, 2002.
The Series A shares will convert into the number of common shares obtained by
dividing the liquidation preference of the Series A shares by the applicable
conversion price. In the event of an initial public offering, the per share
conversion price will be the price per share at which shares of common stock are
offered in the initial public offering (before giving effect to any underwriting
discounts or other expenses including legal fees). In the event of a change of
control transaction, the per share conversion price will be the price per share
payable by the entity acquiring the common stock or the price per share
equivalent of any aggregate purchase price payable by the acquiror of our assets
for cash, which amount in a qualifying change of control transaction cannot be
lower than $0.65 per share, as adjusted by subsequent stock splits,
combinations, stock dividends or any other changes effecting our capitalization
as of March 28, 2001. On October 1, 2002, the conversion price will be the
current fair market value as of such date, as determined by a majority of the
disinterested members of our board of directors, based on a valuation of
Navigation Technologies to be performed by an investment bank on or before
September 15, 2002.

         We are obligated to reserve, out of our authorized but unissued shares
of common stock, that number of shares of common stock issuable upon conversion
of all outstanding Series A shares.

         Except as noted below, each share of Series A preferred stock is
entitled to 12 votes per share and votes together with holders of common stock
(and any other class or series that may similarly be entitled to vote with
holders of common stock) as a single class on all matters on which holders of
common stock are entitled to vote. As long as any Series A shares are
outstanding, in addition to the voting rights required by law or by our charter,
the vote or consent of a majority of the Series A shares voting as a separate
class is required to (i) effect changes to the charter that may have an adverse
effect on the Series A shares, (ii) authorize any class or series of capital
stock ranking senior to the Series A, or (iii) approve certain mergers or
consolidations of Navigation Technologies. Furthermore, so long as any Series A
shares are outstanding, in addition to the voting rights required by law or by
our charter and the rights summarized above, the vote or consent of the holder
of at least a majority of the Series A shares and all other series of preferred
stock similarly entitled to vote, voting separately as a single class, is
required to effect any changes to the charter increasing or decreasing the
number of authorized shares of preferred stock or to authorize or create, or
increase the amount of any shares of any class or series of any securities
convertible into any class or series of our capital stock ranking on a parity
with Series A and all such other series.

         Series B Cumulative Convertible Preferred Stock

         An aggregate of 45,000,000 shares of our authorized preferred stock has
been designated as Series B Cumulative Convertible Preferred Stock. The terms of
the Series B shares are identical to those relating to the Series A shares,
except that dividends are payable at a rate of 2.01178% of the per share
liquidation preference of the Series B shares.


                                       4
<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a Delaware corporation such as Navigation Technologies to provide
indemnification to its directors, officers, employees and other agents to the
extent and under the circumstances permitted by the DGCL. Article XI of our
bylaws requires Navigation Technologies to indemnify any current or former
director, officer, employee or agent to the fullest extent permitted by the
DGCL. Certain of our current and former directors and executive officers have
executed indemnification agreements. The indemnification agreements obligate
Navigation Technologies to indemnify such directors and executive officers to
the fullest extent permitted by the DGCL. We and Koninklijke Philips Electronics
N.V., our principal shareholder, also maintain directors' and officers'
liability insurance, which insures against certain liabilities that may be
incurred by our directors and officers in those capacities.

         Section 102(b)(7) of the DGCL also permits a Delaware corporation to
adopt provisions in its governing documents which eliminate the personal
liability of directors for monetary damages to the corporation or its
stockholders for breaches of a director's fiduciary duty, except (i) for any
breach of the director's duty of loyalty to us or our stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL (regarding
unlawful payments of dividends, stock purchases or redemptions), or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Eighth of our restated certificate of incorporation includes such a
provision.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

   4.1  Specimen Common Stock Certificate

   4.2  Stock Option Agreement dated as of May 1, 2000 between Registrant and
        Judson C. Green

   4.3  Stock Option Agreement dated as of September 18, 2000 between Registrant
        and John K. MacLeod

   5.1  Opinion of Piper Marbury Rudnick & Wolfe

   23.1 Consent of KPMG LLP

   23.2 Consent of Piper Marbury Rudnick & Wolfe (contained in Exhibit 5.1
        hereof)

   24   Power of Attorney by the directors and certain officers of the Company


                                       5
<PAGE>

ITEM 9. UNDERTAKINGS.

   (a)  The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this registration statement:

            (i) To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;

            (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
        apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        the registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        registration statement.

        (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
        any of the securities being registered which remain unsold at the
        termination of the offering.

   (b)  The undersigned registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing
        of the registrant's annual report pursuant to Section 13(a) or Section
        15(d) of the Securities Exchange Act of 1934 (and, where applicable,
        each filing of an employee benefit plan's annual report pursuant to
        section 15(d) of the Securities Exchange Act of 1934) that is
        incorporated by reference in the registration statement shall be deemed
        to be a


                                       6
<PAGE>

        new registration statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

   (c)  Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the registrant pursuant to the foregoing provisions, or
        otherwise, the registrant has been advised that in the opinion of the
        Securities and Exchange Commission such indemnification is against
        public policy as expressed in the Act and is, therefore, unenforceable.
        In the event that a claim for indemnification against such liabilities
        (other than the payment by the registrant of expenses incurred or paid
        by a director, officer or controlling person of the registrant in the
        successful defense of any action, suit or proceeding) is asserted by
        such director, officer or controlling person in connection with the
        securities being registered, the registrant will, unless in the opinion
        of its counsel the matter has been settled by controlling precedent,
        submit to a court of appropriate jurisdiction the question whether such
        indemnification by it is against public policy as expressed in the Act
        and will be governed by the final adjudication of such issue.


                                       7
<PAGE>


                                   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 Chicago, State of Illinois, on this 14th day of
January, 2002.

                                        NAVIGATION TECHNOLOGIES CORPORATION


                                        By:  /s/ Judson C. Green
                                           -------------------------------------
                                           Judson C. Green
                                           President and Chief Executive Officer

         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.


<TABLE>
<CAPTION>
                 SIGNATURES                                         TITLE
                 ----------                                         -----
<S>                                           <C>
/s/ Judson C. Green                           President and Chief Executive Officer and
-------------------------------------         Director (principal executive officer and
Judson C. Green                               principal financial officer)

Neil Smith*                                   Neil Smith (principal accounting officer)

Richard J.A. de Lange*                        Director

T. Russell Shields*                           Director

William E. Curran*                            Director

James P. Nolan*                               Director

Dirk-Jan van Ommeren*                         Director

*By: /s/ Judson C. Green                      Individually and as Attorney-in-Fact
    -------------------------------
     Judson C. Green

</TABLE>

                                                                January 14, 2002



                                       8
<PAGE>


EXHIBIT INDEX

        EXHIBIT
        -------

          4.1     Specimen Common Stock Certificate

          4.2     Stock Option Agreement dated as of May 1, 2000 between
                  Registrant and Judson C. Green

          4.3     Stock Option Agreement dated as of September 18, 2000 between
                  Registrant and John K. MacLeod

          5.1     Opinion of Piper Marbury Rudnick & Wolfe

          23.1    Consent of KPMG LLP

          23.2    Consent of Piper Marbury Rudnick & Wolfe (contained in Exhibit
                  5.1 hereof)

          24      Power of Attorney by the directors and certain officers of the
                  Company



                                       9
[{"type": "S-8", "sequence": "1", "filename": "c66895s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24588}]
{"company-data": {"conformed-name": "NAVIGATION TECHNOLOGIES CORP", "cik": "0000834208", "assigned-sic": "7372", "irs-number": "770170321", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76700", "film-number": "2509173"}, "business-address": {"street1": "222 MERCHANDISE MART PLAZA", "street2": "THE MERCHANDISE MART STE. 900", "city": "CHICAGO", "state": "IL", "zip": "60654", "phone": "312-894-7000"}, "mail-address": {"street1": "222 MERCHANDISE MART PLAZA", "street2": "THE MERCHANDISE MART STE. 900", "city": "CHICAGO", "state": "IL", "zip": "60654"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2002
                                                    REGISTRATION NO. ___________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                       NAVIGATION TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

    DELAWARE
 (State or other             222 Merchandise Mart Plaza         77-0170321
 jurisdiction of          The Merchandise Mart, Suite 900      (IRS Employer
incorporation or              Chicago, Illinois 60654        Identification No.)
  organization)       (Address of principal executive offices)

                       NAVIGATION TECHNOLOGIES CORPORATION
                            2001 STOCK INCENTIVE PLAN
                        1998 CALIFORNIA STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                             1988 STOCK OPTION PLAN
             SHARES UNDER EMPLOYEE OPTION AND EMPLOYMENT AGREEMENTS
                            (Full title of the plans)

                                   ----------

                                 JUDSON C. GREEN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           222 Merchandise Mart Plaza
                         The Merchandise Mart, Suite 900
                             CHICAGO, ILLINOIS 60654
                                 (312) 279-3390
                           (312) 894-7228 (TELECOPIER)
            (Name, address, including ZIP Code, and telephone number,
                   including area code, of agent for service)

                                   ----------

                                   Copies to:
HAL M. BROWN, ESQ.                                                                   LAWRENCE M. KAPLAN, ESQ.
PIPER MARBURY RUDNICK & WOLFE                                                        VICE PRESIDENT & GENERAL COUNSEL
203 NORTH LASALLE STREET, SUITE 1800                    - AND -                      NAVIGATION TECHNOLOGIES CORPORATION
CHICAGO, ILLINOIS 60601                                                              222 MERCHANDISE MART PLAZA
(312) 368-4000                                                                       THE MERCHANDISE MART, SUITE 900
(312) 236-7516 (TELECOPIER)                                                          CHICAGO, ILLINOIS 60654
                                                                                     (312) 279-3390
                                                                                     (312) 894-7228 (TELECOPIER)
----------
CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                               Proposed Maximum  Proposed Maximum    Amount of
            Title of each class of             Amount to be     Offering price       Aggregate      registration
        Securities to be registered(1)         Registered(1)      Per Share        Offering Price      fee(2)
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per share         17,112,460         $0.85(3)         $14,545,591      $3,476.40
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per share        191,038,680         $0.001(4)        $   191,039      $   45.66
------------------------------------------------------------------------------------------------------------------
Total                                           208,151,140                          $14,736,630      $3,522.06
==================================================================================================================
----------

(1)  The number of shares of common stock, par value $.001 per share (the
     "Common Stock"), stated above consists of the aggregate number of issued
     and outstanding options and the aggregate number of remaining authorized
     options.

(2)  Calculated by multiplying the aggregate offering amount by 0.000239,
     pursuant to Section 6(b) of the Securities Act.

(3)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee on the basis of an option exercise price
     of $0.85 per share for issued and outstanding options to purchase a total
     of 17,112,460 shares.

(4)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee on the basis of $0.001 per share, the
     minimum offering price with respect to which the 191,038,680 authorized
     options may be issued, as the Company had a negative book value per share
     on January 14, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Navigation Technologies Corporation's registration statement on
Form 10 (SEC File No. 000-21323) is incorporated in this registration statement
by reference. All documents subsequently filed by Navigation Technologies
Corporation pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

GENERAL

         Our authorized capital stock consists of 1,800,000,000 shares of common
stock, par value $.001 per share and 70,000,000 shares of preferred stock, par
value $.001 per share.

         The following summary of our securities and certain provisions of our
charter and bylaws is not intended to be complete and is qualified by reference
to the provisions of our charter and bylaws and applicable law. Our charter and
bylaws are filed as exhibits to our registration statement on Form 10
incorporated herein by reference.

OPTIONS TO PURCHASE COMMON STOCK

         This registration statement registers shares of our common stock which
may be purchased upon exercise of options issued or issuable under our 2001
Stock Incentive Plan, 1998 California Stock Option Plan, 1996 Stock Option Plan,
1988 Stock Option Plan, and certain employment and/or option agreements we have
entered into with Judson C. Green and John K. MacLeod in connection with such
individuals' employment.

COMMON STOCK

         Holders of common stock are entitled to one vote per share for each
share held of record on all matters submitted to a vote of stockholders. The
holders of common stock are entitled to receive ratably lawful dividends as may
be declared by our board of directors. Such dividends are, however, subject to
preferences that may be applicable to the holders of any outstanding shares of
our preferred stock. In the event of a liquidation, dissolution or winding up of
the business of Navigation Technologies, whether voluntary or involuntary, the
holders of common stock will be entitled to receive pro rata all of our
remaining assets available for distribution to stockholders. Any such pro rata
distribution would be, however, subject to the rights of the holders of any
outstanding shares of our preferred stock as described below.

                                       2
The common stock has no preemptive, redemption, conversion or
subscription rights. The rights, powers, preferences and privileges associated
with our common stock are subject to, and may be adversely affected by, the
rights of the holders of our outstanding shares of Series A Cumulative
Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock,
which are discussed below, and the rights of the holders of shares of any other
series of preferred stock that we may designate and issue in the future.

PREFERRED STOCK

         Our charter authorizes the board of directors, without further
stockholder action or approval, to issue from time to time up to 70,000,000
shares of preferred stock, in one or more series. The board of directors also is
authorized to establish the number of shares to be included in each series and
to fix the terms and conditions of those securities, including voting powers,
preferences, rights and qualifications. Certain provisions of any issued series
of preferred stock, including voting, conversion, liquidation, redemption and
repurchase rights and obligations, could adversely affect the rights of our
common stockholders.

         Pursuant to the authority granted by our charter, the board of
directors has designated and approved the issuance of two series of preferred
stock: Series A Cumulative Convertible Preferred Stock and Series B Cumulative
Convertible Preferred Stock.

         Series A Cumulative Convertible Preferred Stock

         An aggregate of 5,000,000 shares of our authorized preferred stock has
been designated as Series A Cumulative Convertible Preferred Stock. Holders of
Series A shares are entitled to receive, when, as and if declared by the board
of directors, monthly dividends payable in additional Series A shares. These
dividends, which are cumulative and payable at a rate of 2.21045% of the per
share liquidation preference of the Series A shares, are added to the original
liquidation preference of $10 per share of the Series A preferred stock so long
as they are not paid. These dividends will be paid, however, only at the written
request of the Series A holders. As long as any Series A shares are outstanding,
no dividends may be declared or paid and no other distribution may be made to
holders of any shares of stock ranking junior to the Series A (including our
common stock). The terms of the Series A shares also prohibit repurchases,
redemptions and other acquisitions of shares of junior stock, unless we are
current in our dividend payment obligations to the Series A holders. Series A
shares are entitled to participate in any dividend on a pro rata basis with any
shares of junior stock in those instances in which dividends are validly
declared and paid on any shares of junior stock.

         In the event of any voluntary or involuntary liquidation, dissolution
or winding up of Navigation Technologies, holders of Series A shares are
entitled to receive their liquidation preference in full prior to any
distribution or payment being made out of our assets on any junior stock.

         The Series A shares will automatically convert into shares of our
common stock upon the earliest to occur of (i) the closing of a qualifying
initial public offering of our securities, (ii) the

                                       3
closing of a qualifying change of control transaction, or (iii) October 1, 2002.
The Series A shares will convert into the number of common shares obtained by
dividing the liquidation preference of the Series A shares by the applicable
conversion price. In the event of an initial public offering, the per share
conversion price will be the price per share at which shares of common stock are
offered in the initial public offering (before giving effect to any underwriting
discounts or other expenses including legal fees). In the event of a change of
control transaction, the per share conversion price will be the price per share
payable by the entity acquiring the common stock or the price per share
equivalent of any aggregate purchase price payable by the acquiror of our assets
for cash, which amount in a qualifying change of control transaction cannot be
lower than $0.65 per share, as adjusted by subsequent stock splits,
combinations, stock dividends or any other changes effecting our capitalization
as of March 28, 2001. On October 1, 2002, the conversion price will be the
current fair market value as of such date, as determined by a majority of the
disinterested members of our board of directors, based on a valuation of
Navigation Technologies to be performed by an investment bank on or before
September 15, 2002.

         We are obligated to reserve, out of our authorized but unissued shares
of common stock, that number of shares of common stock issuable upon conversion
of all outstanding Series A shares.

         Except as noted below, each share of Series A preferred stock is
entitled to 12 votes per share and votes together with holders of common stock
(and any other class or series that may similarly be entitled to vote with
holders of common stock) as a single class on all matters on which holders of
common stock are entitled to vote. As long as any Series A shares are
outstanding, in addition to the voting rights required by law or by our charter,
the vote or consent of a majority of the Series A shares voting as a separate
class is required to (i) effect changes to the charter that may have an adverse
effect on the Series A shares, (ii) authorize any class or series of capital
stock ranking senior to the Series A, or (iii) approve certain mergers or
consolidations of Navigation Technologies. Furthermore, so long as any Series A
shares are outstanding, in addition to the voting rights required by law or by
our charter and the rights summarized above, the vote or consent of the holder
of at least a majority of the Series A shares and all other series of preferred
stock similarly entitled to vote, voting separately as a single class, is
required to effect any changes to the charter increasing or decreasing the
number of authorized shares of preferred stock or to authorize or create, or
increase the amount of any shares of any class or series of any securities
convertible into any class or series of our capital stock ranking on a parity
with Series A and all such other series.

         Series B Cumulative Convertible Preferred Stock

         An aggregate of 45,000,000 shares of our authorized preferred stock has
been designated as Series B Cumulative Convertible Preferred Stock. The terms of
the Series B shares are identical to those relating to the Series A shares,
except that dividends are payable at a rate of 2.01178% of the per share
liquidation preference of the Series B shares.

                                       4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a Delaware corporation such as Navigation Technologies to provide
indemnification to its directors, officers, employees and other agents to the
extent and under the circumstances permitted by the DGCL. Article XI of our
bylaws requires Navigation Technologies to indemnify any current or former
director, officer, employee or agent to the fullest extent permitted by the
DGCL. Certain of our current and former directors and executive officers have
executed indemnification agreements. The indemnification agreements obligate
Navigation Technologies to indemnify such directors and executive officers to
the fullest extent permitted by the DGCL. We and Koninklijke Philips Electronics
N.V., our principal shareholder, also maintain directors' and officers'
liability insurance, which insures against certain liabilities that may be
incurred by our directors and officers in those capacities.

         Section 102(b)(7) of the DGCL also permits a Delaware corporation to
adopt provisions in its governing documents which eliminate the personal
liability of directors for monetary damages to the corporation or its
stockholders for breaches of a director's fiduciary duty, except (i) for any
breach of the director's duty of loyalty to us or our stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL (regarding
unlawful payments of dividends, stock purchases or redemptions), or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Eighth of our restated certificate of incorporation includes such a
provision.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

   4.1  Specimen Common Stock Certificate

   4.2  Stock Option Agreement dated as of May 1, 2000 between Registrant and
        Judson C. Green

   4.3  Stock Option Agreement dated as of September 18, 2000 between Registrant
        and John K. MacLeod

   5.1  Opinion of Piper Marbury Rudnick & Wolfe

   23.1 Consent of KPMG LLP

   23.2 Consent of Piper Marbury Rudnick & Wolfe (contained in Exhibit 5.1
        hereof)

   24   Power of Attorney by the directors and certain officers of the Company

                                       5
ITEM 9. UNDERTAKINGS.

   (a)  The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this registration statement:

            (i) To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;

            (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
        apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        the registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        registration statement.

        (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
        any of the securities being registered which remain unsold at the
        termination of the offering.

   (b)  The undersigned registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing
        of the registrant's annual report pursuant to Section 13(a) or Section
        15(d) of the Securities Exchange Act of 1934 (and, where applicable,
        each filing of an employee benefit plan's annual report pursuant to
        section 15(d) of the Securities Exchange Act of 1934) that is
        incorporated by reference in the registration statement shall be deemed
        to be a

                                       6
new registration statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

   (c)  Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the registrant pursuant to the foregoing provisions, or
        otherwise, the registrant has been advised that in the opinion of the
        Securities and Exchange Commission such indemnification is against
        public policy as expressed in the Act and is, therefore, unenforceable.
        In the event that a claim for indemnification against such liabilities
        (other than the payment by the registrant of expenses incurred or paid
        by a director, officer or controlling person of the registrant in the
        successful defense of any action, suit or proceeding) is asserted by
        such director, officer or controlling person in connection with the
        securities being registered, the registrant will, unless in the opinion
        of its counsel the matter has been settled by controlling precedent,
        submit to a court of appropriate jurisdiction the question whether such
        indemnification by it is against public policy as expressed in the Act
        and will be governed by the final adjudication of such issue.

                                       7
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 Chicago, State of Illinois, on this 14th day of
January, 2002.

                                        NAVIGATION TECHNOLOGIES CORPORATION

                                        By:  /s/ Judson C. Green
                                           -------------------------------------
                                           Judson C. Green
                                           President and Chief Executive Officer

         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.
SIGNATURES                                         TITLE
                 ----------                                         -----
/s/ Judson C. Green                           President and Chief Executive Officer and
-------------------------------------         Director (principal executive officer and
Judson C. Green                               principal financial officer)

Neil Smith*                                   Neil Smith (principal accounting officer)

Richard J.A. de Lange*                        Director

T. Russell Shields*                           Director

William E. Curran*                            Director

James P. Nolan*                               Director

Dirk-Jan van Ommeren*                         Director

*By: /s/ Judson C. Green                      Individually and as Attorney-in-Fact
    -------------------------------
     Judson C. Green
January 14, 2002

                                       8
EXHIBIT INDEX

        EXHIBIT
        -------

          4.1     Specimen Common Stock Certificate

          4.2     Stock Option Agreement dated as of May 1, 2000 between
                  Registrant and Judson C. Green

          4.3     Stock Option Agreement dated as of September 18, 2000 between
                  Registrant and John K. MacLeod

          5.1     Opinion of Piper Marbury Rudnick & Wolfe

          23.1    Consent of KPMG LLP

          23.2    Consent of Piper Marbury Rudnick & Wolfe (contained in Exhibit
                  5.1 hereof)

          24      Power of Attorney by the directors and certain officers of the
                  Company

                                       9