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 or their donees ("Donees") who
wish to sell such stock. 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 December 17, 1996 was
$53.50. 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 December 19, 1996.
AVAILABLE INFORMATION
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, June 29, 1996 and September 28, 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.
The 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 Selling Shareholders, persons who have acquired the shares of Common
Stock in the Merger or their Donees 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 or their Donees 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 (other than by gift)
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. A
Donee will be required to agree to 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 and to not sell
the Shares prior to the date which is five business days after the date
upon which notice of a proposed sale is delivered by the Selling
Shareholder and Donee 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 or their Donees 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 (and may agree to indemnify any Donee)
against certain liabilities, including liabilities under the Securities Act
of 1933. In addition, each Selling Shareholder has agreed (and any Donee
may agree) to indemnify the Company and any underwriter of the Company
against certain liabilities, including liabilities under the Securities Act
of 1933.
SELLING SHAREHOLDERS
The Selling Shareholders listed below have acquired the Shares in the
Merger with and into the Company effective May 1, 1996. The Selling
Shareholders together with any Donees 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.
