Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________
MOTOROLA, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-1115800
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
1303 East Algonquin Road, Schaumburg, Illinois 60196
(847) 576-5000
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
___________________
Carl F. Koenemann
Executive Vice President and Chief Financial Officer
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Carol Forsyte
Senior Attorney
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
____________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. X
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
Title of Each Class Amount to Proposed Maximum Amount
of Securities to Be Be Maximum Aggregate of
Registered Registered Offering Price Offering Registration
Per Unit (1) Price (1) Fee (2)
$3 Par Value 4,201 $54.01 $226,896.01 $100.00
___________________________________________________________________________
(1) Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the highest and
lowest reported sales price of the registrant's Common Stock for the New
York Stock Exchange--Composite Transactions on August 29, 1996.
(2) Minimum fee required pursuant to Section 6(b) of the Securities Act of
1933.
___________________
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
PRELIMINARY PROSPECTUS DATED August 29, 1996
SUBJECT TO COMPLETION
PROSPECTUS
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
___________________________________________________________________________
4,201 Shares
Common Stock,
$3 par value
___________________________________________________________________________
This Prospectus relates to up to 4,201 shares (the "Shares") of Common
Stock, $3 par value ("Common Stock"), of Motorola, Inc. ("Motorola" or the
"Company") which may be offered and sold from time to time by the persons
(the "Selling Shareholders") who have acquired the shares in connection
with a merger ("Merger") of EMTEK Health Care Systems, Inc. ("EMTEK") with
and into the Company effective May 1, 1996. See "SELLING SHAREHOLDERS"
for the identity of such persons and "SHARES COVERED BY THIS PROSPECTUS".
The sale of the Shares may be effected from time to time in one or more
transactions (which may involve block transactions, ordinary brokerage
transactions and transactions in which brokers solicit purchases) on the
New York Stock Exchange or the Chicago Stock Exchange, or any other stock
exchange on which the Company's Common Stock is listed, in special
offerings, exchange distributions or secondary distributions pursuant to
and in accordance with the rules of such exchanges, in the over-the-counter
market, in negotiated transactions or otherwise, including an underwritten
offering, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Any
brokers may receive commissions or discounts from Selling Shareholders in
amounts to be negotiated immediately prior to sale. These brokers may be
deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended. The Company shall have the right to select the managing
underwriter or underwriters, if any, of any offering of the Shares.
The closing sale price of the Common Stock, as reported for the New
York Stock Exchange-Composite Transactions for August 29, 1996 was $54.00.
The Company is not offering any shares under this Prospectus and none of
the proceeds from the sale of the Shares pursuant to the transactions
described above will be received by the Company. The expenses of issuance
and distribution of the Shares, payable by the Company, are estimated to be
$4,700.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________________________________________________________
The date of this Prospectus is , 1996.
AVAILABLE INFORMATION
Motorola, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at 75 Park Place, New York, New York 10007
and Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511.
Copies of such material can be obtained by mail from the Public Reference
Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, reports, proxy statements and other
information concerning the Company may be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005
and the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois
60605.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act of 1933, as amended
(the "1933 Act"). This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-7221)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 30, 1996 and June 29, 1996.
3. The description of the 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 Form 8 dated August 9, 1990 and December 2,
1992 and Form 8-A/A dated February 28, 1994.
5. All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares
hereunder.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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 this
Prospectus.
This Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents which are incorporated by
reference herein, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Secretary, Motorola, Inc., Corporate
Offices, Motorola Center, 1303 East Algonquin Road, Schaumburg, Illinois
60196, telephone: (847) 576-5000.
_____________________
THE COMPANY
Motorola is a corporation organized under the laws of Delaware as the
successor to an Illinois corporation organized in 1928. As used herein,
"Motorola" or the "Company" refers to Motorola, Inc. and its subsidiaries,
unless otherwise indicated by the context. Motorola's principal executive
offices are located at 1303 East Algonquin Road, Schaumburg, Illinois
60196, telephone: (847) 576-5000.
Motorola, one of the world's leading providers of electronic
equipment, systems, components and services for worldwide markets, is
engaged in the design, manufacture and sale, principally under the Motorola
brand, of a diversified line of such products. These products include two-
way land mobile communications systems, paging systems and other forms of
electronic communication systems; cellular mobile and portable telephones
and systems; semiconductors, including integrated circuits, discrete
devices and microprocessor units; information systems products such as
modems, multiplexers and network processors; electronic equipment for
military and aerospace use; electronic engine controls, and other
automotive and industrial electronic equipment; and multifunction computer
systems for distributed data processing and office automation applications.
Motorola also provides paging, cellular telephone and shared mobile radio
services. "Motorola" is a registered trademark of Motorola, Inc.
SHARES COVERED BY THIS PROSPECTUS
The Shares covered by this Prospectus may be sold from time to time by
the persons who have acquired the shares of Common Stock in the Merger who
wish to sell such shares. The names of the Selling Shareholders are listed
under "Selling Shareholders". The Shares being offered hereby are being
offered directly by the Selling Shareholders and Motorola will receive no
proceeds from the sale of any of the Shares.
The sale of the Shares may be effected from time to time in one or
more transactions (which may involve block transactions, ordinary brokerage
transactions and transactions in which brokers solicit purchases) on the
New York Stock Exchange or the Chicago Stock Exchange or any other stock
exchange on which the company's common Stock is listed, in special
offerings, exchange distributions or secondary distributions pursuant and
in accordance with the rule of such exchanges, in the over-the-counter
market, in negotiated transactions or otherwise including an underwritten
offering, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Any
brokers may receive commissions or discounts from Selling Shareholders in
amounts to be negotiated immediately prior to sale. These brokers may be
deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended. The Company shall have the right to select the managing
underwriter or underwriters, if any, of any offering of the Shares.
Each Selling Shareholder has agreed that he, she or it may only offer,
sell, transfer or otherwise dispose of the Shares pursuant to and in
accordance with the plan of distribution contemplated by this Registration
Statement. Each Selling Shareholder has agreed not to sell the Shares
prior to the date which is five business days after the date upon which
notice of a proposed sale is delivered to the Company.
The Company has agreed to pay (except as described in the next
sentence) all fees and expenses incurred in connection with preparing and
filing this Prospectus and the Registration Statement. The Selling
Shareholders will pay the fees and expenses of their attorneys in
connection with such preparation and filing and all other fees in
connection with the sale of the Shares including underwriting expenses, if
any, and stock transfer taxes due or payable in connection with the
registration and sale of Shares.
The Company has agreed to indemnify the Selling Shareholders and any
underwriter of a Selling Shareholder against certain liabilities, including
liabilities under the Securities Act of 1933. In addition, each Selling
Shareholder has agreed to indemnify the Company and any underwriter of the
Company against certain liabilities, including liabilities under the
Securities Act of 1933.
SELLING SHAREHOLDERS
The persons listed below ("Selling Shareholders"), have acquired the
Shares in the Merger with and into the Company effective May 1, 1996. The
Selling Shareholders together with any successors-in-interest may sell the
Shares from time to time.
None of the Selling Shareholders has had any position, office or other
material relationship with the Company or any of its predecessors or
affiliates within the past three years, except that each of the Selling
Shareholders (other than Debra Ostler and one of the co-trustees of the
Callanan Living Trust) was an employee and shareholder of EMTEK at the time
of the Merger and is an employee of the Company.
The table below indicates, as of August 29, 1996 for each of the
Selling Shareholders, the number of shares of Common Stock beneficially
owned, and the number of shares of Common Stock to be offered for each
stockholder's account. The number of shares of Common Stock owned by each
of the Selling Shareholders after completion of the offering (assuming all
shares of Common Stock offered hereunder are sold) is also shown. None of
the Selling Shareholders is anticipated to own more than 1% of the Common
Stock after the offering is completed.
Shares of Common
Shares of Common Shares of Common Stock Owned After
Stock Beneficially Stock to be Completion of
Name Owned Offered the Offering
Callanan Living Trust 172 172 -0-
Wendi S. Brown Hart 43 43 -0-
Lorene S. Hipkins 258 258 -0-
James E. McDonald 258 258 -0-
David V. Ostler 172 172 -0-
Michael R. Ostler &
Debra L. Ostler 323 323 -0-
Ronald Paul 1,553 1,533 -0-
Stanley C. Person 388 388 -0-
Richard E. Shelton 517 517 -0-
Audree A. Thurman 1,294 517 777
RIGHTS TO PURCHASE PREFERRED SHARES
Each outstanding share of Common Stock is accompanied by one-quarter
of a preferred stock purchase right (a "Right"). Each Right entitles the
registered holder to purchase from the Company one-thousandth of a share of
Junior Participating Preferred Stock, Series A, par value $100 per share,
of the Company (the "Preferred Shares"), at a price of $150 per one-
thousandth of a Preferred Share (the "Preferred Share Purchase Price"),
subject to adjustment. The terms of the Rights are set forth in the Rights
Agreement, as amended between the Company and Harris Trust and Savings Bank
as Rights Agent (the "Rights Agreement").
The following summary of certain provisions of the Rights and the
Rights Agreement does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all of the provisions of the
Rights and the Rights Agreement, including particular provisions or defined
terms of the Rights Agreement. A copy of the Rights Agreement has been
filed with the Commission as an exhibit to a Registration Statement on Form
8-A, which, as amended by Forms 8 and a Form 8-A/A is incorporated herein
by reference. See "Incorporation of Certain Documents by Reference."
The Rights become exercisable (and transferable apart from the Common
Stock) on the earlier 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 shares of Common Stock and (ii) 10 days following
the commencement or announcement of a tender offer or exchange offer for
30% or more of the outstanding shares of Common Stock (the earlier of such
dates being the "Distribution Date").
Pursuant to the Rights Agreement, the holders of shares of Common
Stock issued after November 20, 1988 (including shares issued upon the
exercise of options) and until the earlier of (i) the Distribution Date,
(ii) the date the Rights are redeemed, and (iii) the date the Rights
expire, will also be entitled to one Right for each such share of Common
Stock. Until the Distribution Date, the Rights will be evidenced by the
certificates for shares of Common Stock and will be transferred with and
only with such shares of Common Stock.
If the Company were acquired in a merger or other business combination
transaction or 50% or more of its assets or earning power were sold, each
holder of a Right will thereafter have the right to receive, upon the
exercise of the Right, that number of shares of common stock of the
acquiring company having a market value (as determined under the Rights
Agreement) of two times the exercise price of the Right. If the Company
were the surviving corporation in a merger or other business combination
involving an Acquiring Person and the shares of Common Stock were not
changed or exchanged, in the event that an Acquiring Person acquires
beneficial ownership of 20% or more of the outstanding shares of Common
Stock, or in the event that an Acquiring Person engages in one of a number
of self-dealing transactions specified in the Rights Agreement, then each
holder of a Right, other than those 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 Stock (which Rights will thereafter be void), will
thereafter have the right to receive, upon exercise, that number of shares
of Common Stock having a market value (as determined under the Rights
Agreement) of two times the exercise price of the Right. Notwithstanding
the prior sentence, after one of the events in the prior sentence occurs,
the Board of Directors may exchange outstanding and exercisable Rights
(except those held by an Acquiring Person, which shall be void) for Common
Stock (or Common Stock-equivalents) at an initial exchange ratio of one
share of Common Stock per Right, without the payment of the exercise price
of the Right.
VALIDITY OF COMMON STOCK
Certain legal matters will be passed upon for the Company by Carol
Forsyte, Senior Attorney of the Company. As of August 29, 1996, Ms.
Forsyte held options to purchase 400 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules of the Company and
its consolidated subsidiaries incorporated by reference in this Prospectus
have been incorporated by reference in reliance upon the reports of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of such firm as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All dollar amounts in the following table are estimates except the
amount of the registration fee under the Securities Act of 1933.
Securities and Exchange Commission Filing Fee $ 100
Legal Fees and Expenses 1,000
Accounting Fees and Expenses 1,100
Listing Fees and Expense 1,500
Miscellaneous 1,000
Total $ 4,700
These fees are to be borne by the Company, except for the legal fees
of the Selling Shareholders.
ITEM 15. 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 By-Laws and
its Directors' and Officers' Liability Insurance Policy provides for
indemnification of the directors and officers of the Company against
certain liabilities.
ITEM 16. LIST OF EXHIBITS
The exhibits to this Registration Statement are listed in the Exhibit
Index elsewhere herein.
ITEM 17. UNDERTAKINGS
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions of the Delaware General Corporation Law or the
Company's Restated Certificate of Incorporation or By-Laws, or otherwise,
the Company has been advised that in the opinion of the 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 Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is
asserted against the Company by such director, officer, or controlling
person in connection with the securities being registered, the Company
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.
The Company 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.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
registration statement, or amendment thereto, to be signed on its behalf by
the undersigned, thereunto duly authorized, and in the capacities
indicated, in the Village of Schaumburg, State of Illinois, on the 29th day
of August, 1996.
MOTOROLA, INC.
By: /s/ Carl F. Koenemann
Carl F. Koenemann
Attorney-in-Fact for
Gary L. Tooker
Vice Chairman 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 indicated, on the date or dates
indicated.
Signature Title Date(s)
Gary L. Tooker Director and Principal August 29, 1996
Executive Officer
Kenneth J. Johnson Principal Accounting August 29, 1996
Officer
By: /s/ Carl F. Koenemann
Carl F. Koenemann
Attorney-in-Fact
/s/ Carl F. Koenemann Principal Financial Officer August 29, 1996
Carl F. Koenemann
H. Laurance Fuller, Majority of Directors August 29, 1996
Christopher B. Galvin,
Robert W. Galvin,
Anne P. Jones, Donald R. Jones,
Judy C. Lewent, Walter E. Massey,
John F. Mitchell, Thomas J. Murrin,
Nicholas Negroponte, John E. Pepper, Jr.
Samuel C. Scott, III, William J. Weisz,
B. Kenneth West, John A. White
By: /s/ Carl F. Koenemann
Carl F. Koenemann
Attorney-in-Fact
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized. This Prospectus does
not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities to which it relates or any offer to
sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information
contained or incorporated by reference herein is correct as of any time
subsequent to its date.
______________
4,201 Shares
MOTOROLA, INC.
Common Stock
($3 par value)
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE
(4)(a) Restated Certificate of Incorporation, as amended,
of the Company, including Certificate of Designations
for Junior Participating Preferred Stock, Series A
(incorporated by reference to Exhibit 3(i)(b) to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 1994).
(4)(b) By-Laws of the Company, amended as of February 6, 1996
(incorporated by reference to Exhibit 3(ii) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995).
(4)(c) Rights Agreement dated as of November 9, 1988, between the
Company and Harris Trust and Savings Bank (incorporated by
reference to Exhibit (1) to the Company's Registration
Statement on Form 8-A dated November 15, 1988).
(4)(d) Amendment dated August 7, 1990 to Rights Agreement between
the Company and Harris Trust and Savings Bank, amending the
Company's Registration Statement on Form 8-A dated November 15,
1988, (incorporated by reference to Exhibit 2 to the Company's
Form 8 dated August 9, 1990).
(4)(e) Amendment No. 2 on Form 8 dated December 2, 1992, amending
the Company's Registration Statement on Form 8-A dated November
15, 1988 (incorporated by reference to the Company's Form 8
dated December 2, 1992).
(4)(f) Amendment No. 3 on Form 8-A/A dated February 28, 1994, amending
the Company's Registration Statement on Form 8-A dated November
15, 1988 (incorporated by reference to the Company's Amendment
No. 3 on Form 8 A/A dated February 28, 1994).
(5) Opinion of Carol Forsyte, Esq.
(23)(a) Consent of KPMG Peat Marwick LLP
(23)(b) The Consent of Carol Forsyte, Esq. is included
in Exhibit 5 to this Registration Statement
(24) Powers of Attorney
EXHIBIT 5
August 29, 1996
Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, IL 60196
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-3 (the "Registration
Statement") of Motorola, Inc. (the "Company") to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates to the sale of 4,201 shares of the Company's
Common Stock, $3 par value (the "Shares"), which were issued in connection
with the merger of EMTEK Health Care Systems, Inc. with and into Motorola,
Inc.
I have examined and am familiar with (i) the Company's Restated Certificate of
Incorporation, as amended, (ii) its By-Laws, as amended, and (iii) the
corporate proceedings relating to the Registration Statement. Upon the basis
of the foregoing, and having satisfied myself as to such other matters of law
and fact as I consider relevant for the purposes of this opinion, I advise you
that, in my opinion, the Shares have been validly and legally issued and are
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Validity
of Common Stock." In giving this consent, I do not admit that I am within the
category of persons whose consent is required by Section 7 of the Securities
Act of 1933.
Very truly yours,
/s/ Carol Forsyte
Carol Forsyte
Senior Corporate Attorney
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
of Motorola, Inc.
We consent to incorporation by reference in the Prospectus constituting part
of this Registration Statement on Form S-3 of Motorola, Inc. of our report
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 for each of the
years in the three-year period ended December 31, 1995, and our report dated
January 9, 1996 related to the 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. We also consent to the
reference to our firm under the heading "Experts" in such Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Chicago, Illinois
August 29, 1996
EXHIBIT 24(a)
MOTOROLA, INC.
POWER OF ATTORNEY
Registration Statement on Form S-3
Each of the undersigned directors of Motorola, Inc., a Delaware
corporation (the "Company"), which proposes to file with the Securities and
Exchange Commission ("Commission") a registration statement ("Registration
Statement") on Form S-3 to register shares of the Company's Common Stock,
$3 par value, acquired in connection with merger of EMTEK Healthcare
Systems, Inc. into the Company under the Securities Act of 1933, hereby
appoints Gary L. Tooker, Christopher B. Galvin and Carl F. Koenemann and
each or any of them, acting alone without the other, each with the power of
substitution, for him or her and in his or her name to be his or her lawful
attorney-in-fact, with full power to sign and affix his or her name as such
director of the Company to the Registration Statement and any amendments,
including post-effective amendments, thereto, which said attorney-in-fact
may deem necessary or proper and to file the same, with all exhibits
thereto and other supporting documents, with the Commission, and granting
unto said attorneys-in-fact and each of them full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or
her hand this 29th day of August, 1996.
/s/ H. Laurance Fuller /s/ Thomas J. Murrin
H. Laurance Fuller Thomas J. Murrin
/s/ Christopher B. Galvin /s/ Nicholas Negroponte
Christopher B. Galvin Nicholas Negroponte
/s/ Robert W. Galvin /s/ John E. Pepper, Jr.
Robert W. Galvin John E. Pepper, Jr.
/s/ Anne P. Jones /s/ Samuel C. Scott, III
Anne P. Jones Samuel C. Scott, III
/s/ Donald R. Jones /s/ William J. Weisz
Donald R. Jones William J. Weisz
/s/ Judy C. Lewent /s/ B. Kenneth West
Judy C. Lewent B. Kenneth West
/s/ Walter E. Massey /s/ John A. White
Walter E. Massey John A. White
/s/ John F. Mitchell
John F. Mitchell
EXHIBIT 24 (b)
MOTOROLA, INC.
POWER OF ATTORNEY
Registration Statement on Form S-3
Each of the undersigned officer or director of Motorola, Inc., a
Delaware corporation (the "Company"), which proposes to file with the
Securities and Exchange Commission ("Commission") a registration statement
("Registration Statement") on Form S-3 to register shares of the Company's
Common Stock, $3 par value, acquired in connection with the merger of EMTEK
Health Care Systems, Inc. into the Company, under the Securities Act of
1933, hereby appoints, Gary L. Tooker, Christopher B. Galvin and Carl F.
Koenemann and each or any of them, acting alone without the other, each
with the power of substitution, for him or her and in his or her name to be
his or her lawful attorney-in-fact, with full power to sign and affix his
or her name as such officer or director of the Company to the Registration
Statement and any amendments, including post-effective amendments, thereto,
which said attorney-in-fact may deem necessary or proper and to file the
same, with all exhibits thereto and other supporting documents, with the
Commission, and granting unto said attorneys-in-fact and each of them full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or
her hand this 29th day of August, 1996.
/s/ Gary L. Tooker /s/ Carl Koenemann
Gary L. Tooker Carl Koenemann
Vice Chairman and Chief Executive Officer Principal Financial Officer
/s/ Kenneth J. Johnson
Kenneth J. Johnson
Principal Accounting Officer
