FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 1996
Motorola, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7221 36-1115800
(Commission File Number) (I.R.S. Employer Identification No.).
1303 East Algonquin Road, Schaumburg, Illinois
(Address of principal executive offices)
Registrant's telephone number, including area code: (708) 576-5000
Not applicable
(Former name or former address, if changed since last report.)
Item 5. Other Events.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Motorola, Inc. (the "Company") is hereby filing
cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in forward
looking statements of the Company made by, or on behalf of the Company.
Item 7. Financial Statements and Exhibits.
The following is filed as an Exhibit to this Report.
Exhibit Number 99
Description
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOTOROLA, INC.
Dated: January 10, 1996 By: /s/ Carl F. Koenemann
Carl F. Koenemann
Executive Vice President
and Chief Financial
Officer
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Motorola desires to take advantage of the new "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 and is filing this Form
8-K in order to do so. The Act only became law in late December 1995 and,
except for the Conference Report, no official interpretations of the Act's
provisions have been published. Many of the following important factors
discussed below have been discussed in Motorola's prior SEC filings and, had
the Act become effective at a different time, would have been discussed in an
SEC Form 10-Q filing instead of this Form 8-K.
Motorola wishes to caution readers that the following important factors,
among others, in some cases have affected, and in the future could affect,
Motorola's actual results and could cause Motorola's actual consolidated
results for the first quarter of 1996, and beyond, to differ materially from
those expressed in any forward-looking statements made by, or on behalf of,
Motorola:
- -A moderating growth rate in the cellular subscriber base in the U.S. and, to
some extent, in Europe and a relatively low growth rate (compared to other
Motorola business units) in the two-way radio business subscriber base;
changes in the growth of the Company's equipment businesses, such as the
cellular, two-way radio and paging businesses, with effects on the results of
other Motorola businesses, principally the Semiconductor Products Sector and
the Automotive, Energy and Controls Group; difficulties in Motorola's iDEN(tm)
(integrated Dispatch Enhanced Network) business related to the level of market
acceptance of the technology and to the difficulties experienced by some
current customers; general or specific economic conditions; the ability and
willingness of purchasers to substitute other products for Motorola products,
the perceived absolute or relative overall value of these products by the
purchasers, including the features, quality and pricing compared to other
competitive products, the level of availability of Motorola products and
substitutes and the ability and willingness of purchasers to acquire newer or
more advanced models; and pricing, purchasing, financing, operational,
advertising and promotional decisions by intermediaries in the distribution
channels, which could affect their supply of, or end user demand for, Motorola
products;
- -Underutilization of Motorola's plants and factories, or of any plant
expansions or new plants, including, but not limited to, those in the
Semiconductor Products Sector, resulting in production inefficiencies and
higher costs; start-up expenses and inefficiencies and delays and increased
depreciation costs in connection with the start of production in new plants
and expansions;
- -The amount, and rate of growth in, Motorola's selling, general and
administrative expenses; and the impact of unusual items resulting from
Motorola's ongoing evaluation of its business strategies, asset valuations and
organizational structures;
- -Continued or increased pressure to change the selling prices for Motorola's
cellular, iDEN and other two-way radio products, semiconductors and other
products, and the resulting effects on margins; Motorola's actions in
connection with continued and increasing competition in many product areas,
including, but not limited to, cellular subscriber products and including
price competition; the provision of financing or other financial incentives by
Motorola under or related to major infrastructure contracts, which could
result in increased bad debt or other expenses or fluctuation of profit
margins from period to period; fluctuating demand for certain products in
certain seasons, such as paging and cellular subscriber products, as more
products are sold to the consumer market; and the focus by some of Motorola's
businesses--in particular, the cellular infrastructure and land mobile
products businesses--on large system orders, which could result in fluctuating
results from quarter to quarter;
- -Difficulties in obtaining raw materials, supplies, power and natural
resources and any other items needed for the production of semiconductors and
other products; and capacity constraints limiting the amounts of orders
Semiconductor Products Sector and other sectors can accept for certain
products, causing effects on Motorola's ability to ship paging products, some
cellular phones and other products;
- -Difficulties or delays in the development, production, testing and marketing
of products, including, but not limited to, a failure to ship new products and
technologies when anticipated, including, but not limited to, two-way and
voice paging, CDMA for cellular and PCS systems, wireless local loop,
telephony and high-speed data for cable and integrated dispatch radio; the
failure of customers to accept these products or technologies when planned;
any defects in products; and a failure of manufacturing economies to develop
when planned;
- -Risks related to the IRIDIUM project, including any software, technological
or market acceptance issues, performance failures or other difficulties by a
party to any IRIDIUM related contracts or subcontracts, including any failure
of Iridium, Inc. to receive additional financing needed for Iridium, Inc. to
continue to make payments, as well as the amount of reserves related to the
Iridium project, and changes to those reserves;
- -The acquisition of fixed assets and other assets, including inventories and
receivables; and the making or incurring of any expenditures and expenses,
including, but limited to, depreciation and research and development expenses;
any revaluation of assets or related expenses and the amount of, and any
changes to, tax rates;
- -Occurrences affecting the slope or speed of decline of the life cycle pricing
curve for many Motorola products, or affecting Motorola's ability to reduce
product and other costs, and to increase productivity;
- -The effects of, and changes in, trade, monetary and fiscal policies, laws and
regulations, other activities of governments, agencies and similar
organizations, and social and economic conditions, such as trade restrictions
or prohibitions, inflation and monetary fluctuations, import and other charges
or taxes; the ability or inability of Motorola to obtain, or hedge against,
foreign currency, foreign exchange rates and fluctuations in those rates;
nationalizations and unstable governments and legal systems, and
intergovernmental disputes, as well as actions affecting frequency, use and
availability, spectrum authorizations and licensing;
- -The costs and other effects of legal and administrative cases and proceedings
(whether civil, such as environmental and product-related, or criminal),
settlements and investigations, claims, and changes in those items,
developments or assertions by or against Motorola relating to intellectual
property rights and intellectual property licenses; adoptions of new, or
changes in, accounting policies and practices and the application of such
policies and practices; and
- -The effects of changes within Motorola's organization or in compensation and
benefit plans; any activities of parties with which Motorola has an agreement
or understanding, including any issues affecting any investment or joint
venture in which Motorola has an investment; the amount, type and cost of the
financing which Motorola has, and any changes to that financing.
