AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOTOROLA, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-1115800
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS 60196
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
MOTOROLA 401(k) PROFIT SHARING PLAN
MOTOROLA EMPLOYEE STOCK PURCHASE PLAN OF 1999
(FULL TITLE OF THE PLANS)
CARL F. KOENEMANN, EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS 60196
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(847) 576-5000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1)(2) Per share (3) Price (3) Fee (3)
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Motorola, Inc. Common
Stock ($3 Par Value)(3)(4) 69,300,000 shares $15.84 $1,097,712,000 $274,428
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(1) Plus an indeterminate number of additional shares which may be issued if
the anti-dilution adjustment provisions of the plans become operative.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Motorola 401(k) Profit Sharing Plan
described herein.
(3) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(c) and (h)(1), on the basis of the average of the high and low
reported sales price of the registrant's Common Stock on the New York Stock
Exchange - Composite Tape on May 4, 2001.
(4) Includes preferred stock purchase rights. Prior to the occurrence of
certain events, the preferred stock purchase rights will not be evidenced
separately from the Common Stock.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Motorola, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") (File No. 1-7221) are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act").
2. The Company's Current Report on Form 8-K as filed with the
Commission on April 3, 2001.
3. The description of the Company's Common Stock included in the
Registration Statement on Form 8-B dated July 2, 1973, including any
amendments or reports filed for the purpose of updating such
description.
4. The description of the Company's Preferred Share Purchase Rights
included in the Registration Statement on Form 8-A dated November 5,
1998, as amended.
All other documents subsequently filed by the Company 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 the shares of the Company's
Common Stock offered hereby have been sold or which deregisters all the shares
of the Company's Common Stock then remaining unsold, shall be deemed to be
incorporated by reference into the Registration Statement and to be a part
hereof from the date of filing of such documents; (such documents and the
documents enumerated above being hereinafter referred to as "Incorporated
Documents"); provided however, that the documents enumerated above or
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Company's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for this purpose to the
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extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock to be offered is registered under
Section 12(b) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered under the Registration
Statement is being passed upon for the Company by Jeffrey A. Brown, Esq.,
Senior Corporate Counsel in the Company's Law Department. As of May 1, 2001,
Mr. Brown owned approximately 1,400 shares of the Company's Common Stock and
held options to purchase 27,400 shares of the Company's Common Stock, of
which 4,975 shares were currently exercisable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law contains
detailed provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
The Company's Restated Certificate of Incorporation, as amended,
and its Directors' and Officers' Liability Insurance Policy provide for
indemnification of the directors and officers of the Company against certain
liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
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;
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(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the
Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more than a
20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective 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) do
not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission 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
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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.
(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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, or amendment thereto, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Schaumburg, State of
Illinois, on the 8th day of May, 2001.
MOTOROLA, INC.
By: /s/ CARL F. KOENEMANN
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Carl F. Koenemann
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each of the hereby constitutes and appoints Christopher B. Galvin,
Robert L. Growney, Carl F. Koenemann and Anthony M. Knapp, and each of them, as
attorneys for him and in his name, place and stead, and in any and all
capacities, to execute and file any amendments, supplements or statements with
attorneys, and each of them, full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises, as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorney, or any of them, or their or his substitute or substitutes,
may or shall lawfully do, or cause to be done, by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement, or amendment thereto, has been signed below by the
following persons in the capacities and on the date or dates indicated.
SIGNATURE TITLE DATE
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/s/ CHRISTOPHER B. GALVIN Chairman of the Board and 05/08/01
------------------------------- Chief Executive Officer
Christopher B. Galvin (Principal Executive Officer)
/s/ CARL F. KOENEMANN Executive Vice President and 05/08/01
------------------------------- Chief Financial Officer
Carl F. Koenemann (Principal Financial Officer)
/s/ ANTHONY M. KNAPP Senior Vice President and Controller 05/08/01
------------------------------- (Principal Accounting Officer)
Anthony M. Knapp
/s/ FRANCESCO CAIO Director 05/08/01
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Francesco Caio
/s/ RONNIE C. CHAN Director 05/08/01
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Ronnie C. Chan
/s/ H. LAURANCE FULLER Director 05/08/01
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H. Laurance Fuller
/s/ ROBERT L. GROWNEY Director 05/08/01
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Robert L. Growney
/s/ ANNE P. JONES Director 05/08/01
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Anne P. Jones
/s/ JUDY C. LEWENT Director 05/08/01
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Judy C. Lewent
/s/ WALTER E. MASSEY Director 05/08/01
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Walter E. Massey
/s/ NICHOLAS NEGROPONTE Director 05/08/01
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Nicholas Negroponte
/s/ JOHN E. PEPPER, JR. Director 05/08/01
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John E. Pepper, Jr.
/s/ SAMUEL C. SCOTT Director 05/08/01
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Samuel C. Scott III
/s/ B. KENNETH WEST Director 05/08/01
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B. Kenneth West
/s/ JOHN A. WHITE Director 05/08/01
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John A. White
Pursuant to the requirements of the Securities Act of 1933, the
Motorola 401(k) Profit Sharing Plan has duly caused this Registration
Statement, or amendment thereto, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Schaumburg, State
of Illinois on the 8th day of May, 2001
MOTOROLA 401(k) PROFIT SHARING
PLAN
By: /s/ CARL F. KOENEMANN
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Carl F. Koenemann
Authorized Member of
the Management Committee
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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5(a) Opinion and consent of Jeffrey A. Brown, Senior Corporate
Counsel, Motorola Corporate Law Department as to the validity
of the securities being issued.
The Company received a favorable determination letter dated
June 9, 1994 from the Internal Revenue Service ("IRS") that
the Motorola Profit Sharing and Investment Plan (now named the
Motorola 401(k) Profit Sharing Plan) is qualified under
Section 401(a) of the Internal Revenue Code. The Plan has been
amended since that date. The Company undertakes to submit the
Plan, as amended, to the IRS in a timely manner for a new
determination letter as to its qualified status, and the
Company will make all changes required by the IRS in order to
qualify the Plan.
23(a) The Consent of KPMG LLP.
23(b) The Consent of Jeffrey A. Brown, Senior Corporate Counsel,
Motorola Corporate Law Department is included in Exhibit 5(a).