Registration No.
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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)
1995 Stock Option Plan of Starfish Software, Inc.
1997 Stock Option Plan of Starfish Software, Inc.
(Full Title of 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)
(847) 576-5000
(Telephone number, including area code, of agent for service)
Calculation Of Registration Fee
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Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price per offering registration
registered (1)(2) share (3) price (3) fee (3)
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Motorola, Inc. Common
Stock ($3 Par Value)(4) 534,318 shares $49.19 $26,283,102.42 $7,753.51
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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 4.2 of the Starfish Software,
Inc. 1997 Stock Option Plan and Section 9(a) of the Starfish Software, Inc.
1995 Stock Option Plan.
(2) If at any time the Form S-8 (or any successor form) permits the
registration of the exercise of transferable employee benefit stock options
by members of an employee's family, this Registration Statement is deemed
to cover any such exercises.
(3) 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 October 20, 1998.
(4) 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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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, 1997, 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
periods ended March 28, 1998 and June 27, 1998.
3. The Company's Current Report on From 8-K dated June 4, 1998.
4. 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.
5. 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
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 Carol H. Forsyte, Senior Corporate
Counsel in the Company's Law Department. As of October 1, 1998, Ms.
Forsyte owned 153 shares of Motorola Common Stock and held options to
purchase 3800 shares of Motorola Common Stock, of which options to purchase
1600 shares were currently exercisable.
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 7. Exhibits.
5 Opinion and consent of Carol H. Forsyte, Esq.
23(a) The consent of KPMG Peat Marwick LLP.
23(b) The consent of Carol H. Forsyte, Esq. is included in Exhibit 5.
Item 8. 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;
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 plans 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 19th day of October, 1998.
MOTOROLA, INC.
By: /S/ Christopher B. Galvin
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Christopher B. Galvin
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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/s/ Christopher B. Galvin Director and Principal October 19, 1998
- --------------------------- Executive Officer
Christopher B. Galvin
/s/ Carl F. Koenemann Principal Financial October 19, 1998
- --------------------------- Officer
Carl F. Koenemann
/s/ Anthony M. Knapp Principal Accounting October 19, 1998
- --------------------------- Officer
Anthony Knapp
/s/ Ronnie C. Chan Director October 19, 1998
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Ronnie C. Chan
/s/ H. Laurance Fuller Director October 19, 1998
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H. Laurance Fuller
/s/ Robert W. Galvin Director October 19, 1998
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Robert W. Galvin
/s/ Robert L. Growney Director October 19, 1998
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Robert L. Growney
/s/ Anne P. Jones Director October 19, 1998
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Anne P. Jones
/s/ Donald R. Jones Director October 19, 1998
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Donald R. Jones
/s/ Judy C. Lewent Director October 19, 1998
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Judy C. Lewent
/s/ Walter E. Massey Director October 19, 1998
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Walter E. Massey
/s/ Thomas J. Murrin Director October 19, 1998
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Thomas J. Murrin
/s/ Nicholas Negroponte Director October 19, 1998
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Nicholas Negroponte
/s/ John E. Pepper, Jr. Director October 19, 1998
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John E. Pepper, Jr.
/s/ Samuel C. Scott III Director October 19, 1998
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Samuel C. Scott III
/s/ Gary L. Tooker Director October 19, 1998
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Gary L. Tooker
/s/ B. Kenneth West Director October 19, 1998
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B. Kenneth West
/s/ John A. White Director October 19, 1998
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John A. White
EXHIBIT 5
October 19, 1998
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 534,318 shares of Common
Stock, $3 par value per share ("Motorola Common Stock"), of Motorola
authorized to be issued from time to time by Motorola in connection with
the exercise of stock options granted under the Starfish Software, Inc.
1995 and 1997 Stock Option Plans ("Plans") and assumed by Motorola in
connection with the merger of Starfish Software, Inc. into a wholly-owned
subsidiary of Motorola. 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. 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,
/s/ Carol H. Forsyte
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Carol H. Forsyte
Senior Corporate Counsel
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Motorola, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Motorola, Inc. of our reports dated January 12, 1998, relating to the
consolidated balance sheets of Motorola, Inc. and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of earnings,
stockholders' equity, and cash flows and related financial statement schedule
for each of the years in the three-year period ended December 31, 1997, 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, 1997.
KPMG Peat Marwick LLP
Chicago, Illinois
October 19, 1998
