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FORM 8-A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
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MOTOROLA, INC.
MOTOROLA CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C>
Delaware 36-1115800
Delaware 51-6509317
(State of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
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Carl F. Koenemann
Executive Vice President
and Chief Financial Officer
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
(Address, including zip code, of principal executive offices)
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-70827.
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Name of each exchange on which
Title of each class each class is to be registered
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<S> <C>
Trust Originated Preferred New York Stock Exchange
Securities (and associated
Guarantee by Motorola, Inc.)
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act: None.
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Item 1. Description of Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is Trust
Originated Preferred Securities (the "Preferred Securities"). The Preferred
Securities will be issued by Motorola Capital Trust I and guaranteed by
Motorola, Inc. ("Motorola") to the extent set forth in the Preferred Securities
Guarantee Agreement described below. A description of the Preferred Securities
is set forth in the Registration Statement on Form S-3 (File No. 333-70827),
filed with the Securities and Exchange Commission (the "Commission") on January
20, 1999 and subsequently amended (the "Registration Statement") under the
captions "Description of the Preferred Securities," "Description of the
Subordinated Debentures," "Description of the Trust Guarantee" and "Effect of
Obligations Under the Subordinated Debentures and the Trust Guarantee," which
description is hereby incorporated by reference herein. Any form of prospectus
that includes such description that is subsequently filed by the registrant as
part of an amendment to the Registration Statement or otherwise pursuant to Rule
424(b) under the Securities Act is hereby incorporated by reference herein.
Item 2. Exhibits.
1. Certificate of Trust of Motorola Capital Trust I (incorporated by reference
to Exhibit 4.1 to the Registration Statement).
2. Declaration of Trust of Motorola Capital Trust I (incorporated by reference
to Exhibit 4.2 to the Registration Statement).
3. Amended and Restated Declaration of Trust of Motorola Capital Trust I
(incorporated by reference to Exhibit 4.3 to the Registration Statement).
4. Preferred Securities Guarantee Agreement (incorporated by reference to
Exhibit 4.4 to the Registration Statement).
5. Form of Preferred Security Certificate (incorporated by reference to
Exhibit 4.5 to the Registration Statement).
6. Form of Subordinated Debenture Certificate (incorporated by reference to
Exhibit 4.6 to the Registration Statement).
7. Subordinated Indenture (incorporated by reference to Exhibit 4.7 to the
Registration Statement).
8. Supplemental Indenture (incorporated herein by reference to Exhibit 4.8 to
the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
DATE: January 26, 1999
MOTOROLA CAPITAL TRUST I
By: /s/ Garth L. Milne
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Garth L. Milne, Trustee
MOTOROLA, INC.
By: /s/ Garth L. Milne
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Garth L. Milne
Senior Vice President and
Treasurer
