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REGISTRATION NO. 33-
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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 SHARE OPTION PLAN OF 1982
MOTOROLA SHARE OPTION PLAN OF 1991
MOTOROLA SHARE OPTION PLAN OF 1996
(FULL TITLE OF THE PLAN)
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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
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share(2) price(2) fee (2)
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Motorola, Inc. Common
Stock ($3 Par Value)(3) 29,000,000 shares $60.5625 $1,756,312,500 $605,625
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(1)Plus an indeterminate number of shares which may be required to be issued or
may be issued pursuant to Section 12 of the Share Option Plan of 1982, Section
11 of the Share Option Plan of 1991 and Section 3.3 of the Share Option Plan of
1996. Any shares covered by outstanding options which terminate or expire under
the Share Option Plan of 1982 or the Share Option Plan of 1991 may be issued
under the Share Option Plan of 1996.
(2)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, 1996.
(3)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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The documents and materials which constitute a prospectus for purposes of this
Registration Statement shall also constitute a combined prospectus for purposes
of Registration Statement No. 33-40876.
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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 (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, 1995, 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 March 30, 1996, 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 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
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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.
ITEM 5. 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 in
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.
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 8. EXHIBITS.
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.
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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. 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;
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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
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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 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, 1996.
MOTOROLA, INC.
By: Gary L. Tooker
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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
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Gary L. Tooker Director and Principal
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Gary L. Tooker Executive Officer May 8, 1996
Carl F. Koenemann Principal Financial
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Carl F. Koenemann Officer May 8, 1996
Kenneth J. Johnson Principal Accounting
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Kenneth J. Johnson Officer May 8, 1996
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Signature Title Date
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H. Laurance Fuller Director May 8, 1996
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H. Laurance Fuller
Christopher B. Galvin Director May 8, 1996
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Christopher B. Galvin
Robert W. Galvin Director May 8, 1996
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Robert W. Galvin
Anne P. Jones Director May 8, 1996
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Anne P. Jones
Donald R. Jones Director May 8, 1996
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Donald R. Jones
Director May 8, 1996
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Judy C. Lewent
Walter E. Massey Director May 8, 1996
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Walter E. Massey
John F. Mitchell Director May 8, 1996
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John F. Mitchell
Thomas J. Murrin Director May 8, 1996
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Thomas J. Murrin
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Signature Title Date
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Director May 8, 1996
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Nicholas Negroponte
John E. Pepper, Jr. Director May 8, 1996
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John E. Pepper, Jr.
Samuel C. Scott III Director May 8, 1996
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Samuel C. Scott III
William J. Weisz Director May 8, 1996
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William J. Weisz
B. Kenneth West Director May 8, 1996
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B. Kenneth West
John A. White Director May 8, 1996
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John A. White
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EXHIBIT 5
[LETTERHEAD]
May 8, 1996
Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, Illinois 60196
Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Motorola, Inc., a Delaware corporation
("Motorola"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 29,000,000 shares of Common
Stock, $3 par value per share ("Motorola Common Stock"), of Motorola to be
issued from time to time by Motorola in connection with the exercise of stock
options granted under the Motorola Share Option Plan of 1996 (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 in the Law Department 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 when issued upon the exercise of the stock options referred
to above, 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,
William C. Fox
Senior Corporate Counsel
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
of Motorola, Inc.
We consent to incorporation by reference in the registration statement on
Form S-8 of Motorola, Inc. of our reports dated January 9, 1996, except for Note
6, which is as of February 16, 1996, relating to the consolidated balance sheets
of Motorola, Inc. and consolidated subsidiaries as of December 31, 1995 and
1994, and the related statements of consolidated earnings, stockholders' equity,
and cash flows and related financial statement schedule for each of the years in
the three-year period ended December 31, 1995, which reports appear in or are
incorporated by reference in the annual report on Form 10-K of Motorola, Inc.
for the year ended December 31, 1995.
KPMG Peat Marwick LLP
Chicago, Illinois
May 10, 1996
