Registration No. 333-_____________
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 Employee Stock Purchase Plan of 1999
___________________
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) per share(2) price(2) fee (2)
Motorola, Inc. Common
Stock($3 Par Value)(3) 18,100,000 shares $96.84 $17,528,040 $4,872.80
(1) Plus an indeterminate number of shares which may be required to be
issued or may be issued pursuant to Section 2 of the Motorola
Employee Stock Purchase Plan of 1999.
(2) 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 July 8,
1999.
(3) 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.
____________________
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, 1998, 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 quarter
ended April 3, 1999.
(3) The description of the Company's Common Stock included in the
Registration Statement on Form 8-B dated July 2, 1973, including any
amendments or reports 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 5,
1998, as amended.
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 April 1, 1999, Ms. Forsyte
owned 185 shares of Common Stock and held options to purchase 10,600
shares of which 3,000 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 8. Exhibits.
5 Opinion and consent of Carol H. Forsyte, Esq.
23(a) The consent of KPMG 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 plan's 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 9th day of July, 1999.
MOTOROLA, INC.
By: /s/ Christopher B. Galvin
Christopher B. Galvin
Chairman of the Board and
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
--------- ----- ----
/s/ Christopher B. Galvin Director and Principal
Christopher B. Galvin Executive Officer July 9, 1999
/s/ Carl F. Koenemann Principal Financial
Carl F. Koenemann Officer July 9, 1999
/s/ Anthony M. Knapp Principal Accounting
Anthony M. Knapp Officer July 9, 1999
/s/ Ronnie C. Chan
Ronnie C. Chan Director July 9, 1999
/s/ H. Laurance Fuller
H. Laurance Fuller Director July 9, 1999
/s/ Robert W. Galvin
Robert W. Galvin Director July 9, 1999
/s/ Robert L. Growney
Robert L. Growney Director July 9, 1999
/s/ Anne P. Jones
Anne P. Jones Director July 9, 1999
/s/ Donald R. Jones
Donald R. Jones Director July 9, 1999
/s/ Judy C. Lewent
Judy C. Lewent Director July 9, 1999
/s/ Walter E. Massey
Walter E. Massey Director July 9, 1999
/s/ Nicholas Negroponte
Nicholas Negroponte Director July 9, 1999
/s/ John E. Pepper, Jr.
John E. Pepper, Jr. Director July 9, 1999
/s/ Samuel C. Scott
Samuel C. Scott III Director July 9, 1999
/s/ Gary L. Tooker Vice Chairman
Gary L. Tooker of the Board of Directors July 9, 1999
/s/ B. Kenneth West
B. Kenneth West Director July 9, 1999
/s/ John A. White
John A. White Director July 9, 1999
Exhibit 5
July 12, 1999
Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, Illinois 60196
Ladies and 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 18,100,000 shares of
Common Stock, $3 par value per share ("Motorola Common Stock"), of
Motorola to be issued from time to time by Motorola in connection with the
purchase of shares under the Motorola Employee Stock Purchase Plan of 1999
(the "Plan"). 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 and the Plan. As such counsel, it is my
opinion that those Subject Shares when issued under the Plan, 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 as an exhibit to this
Registration Statement. In giving this consent, I do not admit that I am
within the category of persons whose consent is required by Section 7 of
the Securities Act of 1933.
Very truly yours,
/s/ CAROL H. FORSYTE
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 13, 1999 except as
to Note 8, which is as of March 1, 1999, relating to the consolidated
balance sheets of Motorola, Inc. and subsidiaries as of December 31, 1998
and 1997, and the related consolidated statements of operations,
stockholders' equity, and cash flows and related financial statement
schedule for each of the years in the three-year period ended December 31,
1998, 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, 1998.
/s/ KPMG LLP
KPMG LLP
Chicago, Illinois
July 9, 1999
