May 5, 1998
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Motorola, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
On behalf of Motorola, Inc. (the "Company"), transmitted herewith for
filing, pursuant to the Securities Act of 1933, as amended, and the
Securities and Exchange Commission's EDGAR System, is a Registration
Statement on Form S-8 registering 12,500,000 shares of Motorola, Inc.
Common Stock, par value $3 per share, to be issued from time to time by the
Company pursuant to the Motorola Incentive Plan of 1998.
We have calculated the registration fee to be $206,731.00. The amount of
$204,201.17 was wire transferred on May 5, 1998, to the Securities and
Exchange Commission's account number 910-8739 at the Mellon Bank. Please
withdraw the balance of the fee of $2,529.83 from SEC Account No.
0000068505-7.
If you have any questions regarding this filing, please call the
undersigned collect at (847) 576-7646.
Very truly yours,
Carol H. Forsyte
Senior Corporate Counsel
Registration No.
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 Incentive Plan of 1998
(Full Title of Plan)
------------------------
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
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1)(2) per share(3) price(3) fee(3)
Motorola, Inc.
Common Stock
($3 Par Value)(4) 12,500,000 shares $56.0625 $700,781,250 $206,731
(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, Section 3.3 of the Share
Option Plan of 1996 and Section 3.3 of the Motorola Incentive Plan of 1998.
Any shares covered by outstanding options which terminate or expire under
the Share Option Plan of 1982, the Share Option Plan of 1991, or the Share
Option Plan of 1996, may be issued under the Incentive Plan of 1998.
(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 April 30, 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.
------------
This Registration Statement, and the documents and materials which
constitute a prospectus for purposes of this Registration Statement,
also cover shares previously reserved for issuance under (1) the
Motorola Share Option Plan of 1996 covered by Registration Statement No.
333-03731, (2) the Motorola Share Option Plan of 1991 covered by
Registration Statement No. 33-46870 and (3) the Motorola Share Option
Plan of 1982 covered by Registration Statement No. 33-5536.
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 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.
3. 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. Ms. Forsyte is an employee of the
Company and, as such, participates in various benefit plans of the Company.
By reason of such participation, Ms. Forsyte 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 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 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;
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 5th day of May, 1998.
MOTOROLA, INC.
By: Christopher B. Galvin
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
Christopher B. Galvin Director and Principal
Christopher B. Galvin Executive Officer May 5, 1998
Carl F. Koenemann Principal Financial
Carl F. Koenemann Officer May 5, 1998
Kenneth J. Johnson Principal Accounting
Kenneth J. Johnson Officer May 5, 1998
Ronnie C. Chan Director May 5, 1998
Ronnie C. Chan
H. Laurance Fuller Director May 5, 1998
H. Laurance Fuller
Robert W. Galvin Director May 5, 1998
Robert W. Galvin
Robert L. Growney Director May 5, 1998
Robert L. Growney
Anne P. Jones Director May 5, 1998
Anne P. Jones
Donald R. Jones Director May 5, 1998
Donald R. Jones
Judy C. Lewent Director May 5, 1998
Judy C. Lewent
Walter E. Massey Director May 5, 1998
Walter E. Massey
Thomas J. Murrin Director May 5, 1998
Thomas J. Murrin
Nicholas Negroponte Director May 5, 1998
Nicholas Negroponte
John E. Pepper, Jr. Director May 5, 1998
John E. Pepper, Jr.
Samuel C. Scott III Director May 5, 1998
Samuel C. Scott III
Gary L. Tooker Director May 5, 1998
Gary L. Tooker
B. Kenneth West Director May 5, 1998
B. Kenneth West
John A. White Director May 5, 1998
John A. White
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 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
May 4, 1998
