UNITED STATES
SECURITIES AND EXCHANGES COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2*
XcelleNet, Inc.
(Name of Issuer)
Common Stock, No Par Value $.01
(Title of Class of Securities)
98388R106
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 98388R106
13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motorola, Inc.
F.E.I.N. 36-1115800
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZEN OR PLACE OF ORGANIZATION
Delaware Corporation
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
%
12. TYPE OF REPORTING PERSON*
CO
SCHEDULE 13-G
Item 1(a) Name of Issuer:
XcelleNet, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
5 Concourse Parkway, Suite 200
Atlanta, GA 30328
Item 2(a) Name of Person Filing:
Motorola, Inc.
Item 2(b) Address of Principal Business Office or, if none, Residence:
1303 East Algonquin Road
Schaumburg, IL 60196
Item 2(c) Citizenship:
Delaware Corporation
Item 2(d) Title of Class of Securities:
Common Stock, $.01 Par Value
Item 2(e) CUSIP Number: 98388R106
Item 3 If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check the status of the person filing.
Not Applicable
Item 4 Ownership (as of December 31, 1997)
(a) Amount of Beneficially Owned:
(b) Percent of Class
%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
(ii) shared power to vote or direct the vote:
(iii) sole power to dispose or to direct the disposition of:
(iv) shared power to dispose or to direct the disposition of:
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ( X )
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reporting on By the Parent Holding Company.
Not applicable
Item 8 Identification and Classification of Members of the Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Date: February 10, 1998
By: /s/ Linda B. Valentine
Linda B. Valentine
Corporate Vice President
Law Department
Motorola, Inc.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.c. 1001).
