SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 3 TO FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MOTOROLA, INC.
Exact name of registrant as specified in charter)
DELAWARE 36-
1115800 (State of
Incorporation) (I.R.S. Employer identification No.)
1303 East Algonquin Road
Schaumburg, Illinois
60196
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
AMENDMENT NO. 3
Item 1. of the Registrant's Registration Statement on Form 8-A dated November
15, 1988, as amended on August 9, 1990 and December 2, 1992 on Form 8, is
amended and restated to read as follows:
Item 1. Description of Registrant's Securities to be Registered
On November 9, 1988, the Board of Directors of Motorola, Inc. (the
"Company") declared a dividend distribution of one preferred share purchase
right (a "Right") for each outstanding share of common stock, $3 par value
(the "Common Shares"), of the Company. The distribution is payable on
November 20, 1988, to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one-thousandth of
a share of a Junior Participating Preferred Stock, Series A, $100 par value
per share, of the Company (the "Preferred Shares") at a price of $150 per one-
thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and Harris Trust and Savings Bank
as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding Common Shares and (ii) 10 days
following the commencement or announcement of a tender offer or exchange offer
for 30% or more of such outstanding Common Shares (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of November 20,
1988, by such Common Share certificate. The Rights Agreement provides that,
until the Distribution Date, the Rights will be transferred with and only with
the Common Shares. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Share certificates issued after November
20, 1988, upon transfer or new issuance of the Common Shares will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights) the
surrender for transfer of any certificate for Common Shares, outstanding as of
November 20, 1988, with or without such notation or a copy of this Summary of
Rights being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date (unless
sooner redeemed). The Rights will expire on November 20, 1988, unless earlier
redeemed by the Company as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for Preferred Shares or convertible
securities at less than the current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends or dividends
payable in Preferred Shares) or of subscription rights or warrants (other than
those referred to above).
In the event that the Company were acquired in a merger or other
business combination transaction or 50% or more of its assets or earning power
were sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction (i.e., before the
dilution that would result from exercise or adjustment of the Rights) would
have a market value of two times the exercise price of the Right. In the
event that the Company were the surviving corporation in a merger or other
business combination involving an Acquiring Person and its Common Shares were
not changed or exchanged, in the event that an Acquiring Person acquires
beneficial ownership of 20% or more of the outstanding Common Shares, or in
the event that an Acquiring Person engages in one of a number of self-dealing
transactions specified in the Rights Agreement, proper provision shall be made
so that each holder of a Right, other than Rights that are or were
beneficially owned by the Acquiring Person on or after the earlier of the
Distribution Date or the date the Acquiring Person acquires 20% or more of the
outstanding Common Shares (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares having at
the time of such transaction (i.e., before the dilution that would result from
exercise or adjustment of the Rights) a market value of two times the exercise
price of the Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depository
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior to the
date of exercise.
At any time on or before the public announcement that a person or group
of affiliated or associated persons has acquired beneficial ownership of 20%
or more of the outstanding Common Shares, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.05
per Right (the "Redemption Price"). Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
At any time on or before the public announcement that a person or group
of affiliated or associated persons has acquired beneficial ownership of 20%
or more of the outstanding Common Shares, the Company may amend or supplement
the Rights Agreement without the approval of the Rights Agent or any holder of
the Rights, except for an amendment or supplement which would change the
Redemption Price, the final expiration date of the Rights, the Purchase Price
or the number of one-thousandths of a Preferred Share for which a Right is
then exercisable. Thereafter, the Company may amend or supplement the Rights
Agreement without such approval in order to increase the benefits to holders
of the Rights or to create new interests in such holders. Immediately upon
the action of the Board of Directors providing for any amendment or
supplement, such amendment or supplement will be deemed effective.
The Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $250 per share but will be entitled to an
aggregate dividend of 1000 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $1000 per share but will be
entitled to an aggregate payment of 1000 times the payment made per Common
Share. These rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-thousandth of a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
The Rights have certain antitakeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors prior to the time a person or
group has acquired beneficial ownership of 20% or more of the Common Shares,
since until such time the Rights may be redeemed by the Company at $.05 per
Right.
The Company and the Rights Agent have executed and delivered an
Amendment dated as of August 7, 1990 (the "Amendment") to the Rights
Agreement. The Amendment provides that the Board of Directors of the Company
has the right, exercisable at any time after a person becomes an Acquiring
Person, or after the occurrence of certain self-dealing transactions involving
an Acquiring Person, to exchange all or part of the then outstanding and
exercisable Rights for Common Shares or common stock equivalents, at an
exchange ratio of one Common Share (or one common stock equivalent) per Right
(subject to adjustment in certain events).
On November 3, 1992, the Company declared a two-for-one stock split in
the form of a 100% stock dividend (the "1992 Stock Split") to be paid January
15, 1993, to holders of record of the Common Shares at the close of business
on December 15, 1992. In accordance with the Rights Agreement and Amendment,
prior to the 1992 Stock Split, each Common Share was accompanied by one Right.
To reflect the 1992 Stock Split, effective January 15, 1993, the Rights
associated with each Common Share was automatically proportionately adjusted
so that each Common Share was thereafter accompanied by one-half of a Right
instead of a full Right. The exercise price of one full Right remained
unchanged.
On February 1, 1994, the Company declared a two-for-one stock split in
the form of a 100% stock dividend (the "1994 Stock Split") to be paid April
18, 1994, to holders of record of the Common Shares at the close of business
on March 15, 1994. In accordance with the Rights Agreement and Amendment,
prior to the 1994 Stock Split, each Common Share was accompanied by one-half
of a Right. To reflect the 1994 Stock Split, effective April 18, 1994, the
Rights associated with each Common Share will automatically be proportionately
adjusted so that each Common Share shall thereafter be accompanied by one-
quarter of a Right instead of one-half of a Right. The exercise price of one
full Right will remain unchanged.
The summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which
is attached as Exhibit 1 hereto and is hereby incorporated herein by
reference.
A copy of the Amendment is attached hereto as Exhibit 2. A copy of the
Amendment is available free of charge from the Company. The summary
description of the changes made by the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment, which
is hereby incorporated herein by reference.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this Amendment No. 3 to the registration
statement on Form 8-A dated November 15, 1988 to be signed on its behalf by
the undersigned, thereto duly authorized.
Date: February 28, 1994 MOTOROLA, INC.
By:
Name: A. Peter Lawson
Title: Corporate Vice
President
