Registration No. 33-
UNITED STATES
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, INC. NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full Title of the Plan)
Carl F. Koenemann, Executive Vice President
1303 East Algonquin Road, Schaumburg, Illinois 60196
(Name and Address of agent for service)
(708) 576-5000
(Telephone number, including area code, of agent for service)
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 per share price fee
Motorola, Inc. Common
Stock ($3 Par Value) 100,000 shares* $58.0625** $5,806,250** $2,002.16
*Plus an indeterminate number of shares which may be required or may be issued
pursuant to Section 6 of the Plan.
**Estimated solely for purposes of calculating 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 9, 1995.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, 1994, filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 1, 1995, filed pursuant to the Exchange Act.
3. The description of the Company's Common Stock included in the
Registration Statement on Form 8-B dated July 2, 1973, including any amendment
or report 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 15, 1988, as
amended by amendments on Forms 8 dated August 9, 1990 and December 2, 1992 and
Form 8-A/A dated February 28, 1994.
All documents subsequently filed by the Company pursuant to Section
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. 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 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.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares offered under the Registration Statement is being
passed upon for the Company by William C. Fox, Senior Corporate Counsel of the
Company's Law Department. Mr. Fox is an employee of the Company and, as such,
participates in various benefit plans of the Company. By reason of such
participation, Mr. Fox owns, and holds options to purchase, shares of Common
Stock of the Company.
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 and its
Directors' and Officers' Liability Insurance Policy provide for
indemnification of the directors and officers of the Company against certain
liabilities.
EXHIBITS.
4(a) Restated Certificate of Incorporation of the Company, including
Certificate of Designation, Preference and Rights for Junior Preferred Stock,
Series A (incorporated by reference to Exhibit 3(i)(b) to Motorola's Quarterly
Report on Form 10-Q for the fiscal quarter ended April 2, 1994).
4(b) By-Laws of the Company (incorporated by reference to Exhibit 3(ii)
to Motorola's Quarterly Report on Form 10-Q for the fiscal quarter ended April
2, 1994).
5 Opinion and consent of William C. Fox, Esq.
23(a) The consent of KPMG Peat Marwick LLP.
23(b) The consent of William C. Fox, Esq. is included in Exhibit 5.
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) 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 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.
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, 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 2nd day of May, 1995.
MOTOROLA, INC.
By:/s/ Gary L. Tooker
Gary L. Tooker
Vice Chairman of the Board
and Chief Executive Officer
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
/s/ Gary L. Tooker Director and Principal
Gary L. Tooker Executive Officer May 2, 1995
/s/ Carl F. Koenemann Principal Financial
Carl F. Koenemann Officer May 2, 1995
/s/ Kenneth J. Johnson Principal Accounting
Kenneth J. Johnson Officer May 2, 1995
Signature Title Date
/s/ Erich Bloch Director May 2, 1995
Erich Bloch
/s/ David R. Clare Director May 2, 1995
David R. Clare
/s/ Wallace C. Doud Director May 2, 1995
Wallace C. Doud
/s/ H. Laurance Fuller Director May 2, 1995
H. Laurance Fuller
/s/ Christopher B. Galvin Director May 2, 1995
Christopher B. Galvin
/s/ Robert W. Galvin Director May 2, 1995
Robert W. Galvin
/s/ John T. Hickey Director May 2, 1995
John T. Hickey
/s/ Anne P. Jones Director May 2, 1995
Anne P. Jones
/s/ Donald R. Jones Director May 2 , 1995
Donald R. Jones
Signature Title Date
/s/ Walter E. Massey Director May 2, 1995
Walter E. Massey
/s/ John F. Mitchell Director May 2, 1995
John F. Mitchell
/s/ Thomas J. Murrin Director May 2, 1995
Thomas J. Murrin
/s/ John E. Pepper, Jr. Director May 2, 1995
John E. Pepper, Jr.
/s/ Samuel C. Scott III Director May 2, 1995
Samuel C. Scott III
/s/ Gardiner L. Tucker Director May 2, 1995
Gardiner L. Tucker
/s/ William J. Weisz Director May 2, 1995
William J. Weisz
/s/ B. Kenneth West Director May 2, 1995
B. Kenneth West
May 12, 1995
Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, Illinois 60196
Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed by Motorola, Inc., a Delaware corporation ("Motorola"), with
the Securities and Exchange Commission today under the Securities Act of 1933,
as amended, relating to 100,000 shares of Common Stock, $3 par value per share
("Motorola Common Stock"), of Motorola issuable to non-employee directors of
Motorola who elect to receive Motorola Common Stock in lieu of all or part of
the cash compensation otherwise payable to such directors for services
rendered as directors pursuant to the Motorola,Inc. Non-Employee Directors'
Stock Plan (the "Plan"). This opinion relates to the shares of Motorola
Common Stock covered by the Registration Statement (the "Subject Shares").
I am Senior Corporate Counsel of Motorola and as such have acted as
counsel to Motorola in connection with preparation of the Registration
Statement and the Plan. As such counsel, it is my opinion that those Subject
Shares issued pursuant to the Plan will be validly issued, fully paid and
nonassessable.
In arriving at the foregoing opinion, I have examined and relied upon,
and am familiar with, originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of
officers of Motorola and of public officials, and other instruments as I have
deemed necessary or appropriate for the purposes of the opinion set forth
above.
I consent to the use of this opinion in the Registration Statement.
Very truly yours,
/s/ William C. Fox
William C. Fox
Senior Corporate Counsel
WCF:ll
EXHIBIT 23(a)
ACCOUNTANT'S CONSENT
The Board of Directors and Stockholders
of Motorola, Inc.:
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of our reports dated January 9, 1995, that appear in, or
are incorporated by reference in, the annual report on Form 10-K of Motorola,
Inc. for the year ended December 31, 1994.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
May 9, 1995
