SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
Dynamic Digital Depth Inc.
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(Name of Issuer)
Common Shares without par value
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(Title of Class of Securities)
26784W106
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(CUSIP Number)
January 5, 2000
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(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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* 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).
Page 1 of 5 pages
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CUSIP No. 26784W106 Schedule 13G Page 2 of 5 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motorola, Inc.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,500,000 (See response to Item 4(a))
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2,500,000 (See response to Item 4(a))
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 (See response to Item 4(a))
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1% (See response to Item 4(b))
________________________________________________________________________________
12. TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
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CUSIP No. 26784W106 Schedule 13G Page 3 of 5 Pages
________________________________________________________________________________
Item 1(a). Name of Issuer:
Dynamic Digital Depth Inc.
________________________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
8 Brodie Hall Drive
Bentley 6102
Western Australia
________________________________________________________________________________
Item 2(a). Name of Person Filing:
Motorola, Inc. (1)
________________________________________________________________________________
Item 2(b). Address of principal business office, or, if none, residence:
1303 East Algonquin Road
Schaumburg, IL 60196
________________________________________________________________________________
Item 2(c). Citizenship:
Delaware
________________________________________________________________________________
Item 2(d). Title of class of securities:
Common Shares, without par value
________________________________________________________________________________
Item 2(e). CUSIP Number:
26784W106
________________________________________________________________________________
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
Not applicable.
________________________________________________________________________________
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 2(d).
(a) Amount beneficially owned: 2,500,000 (2)
(b) Percent of class: 13.1% (3)
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(1) General Instrument Corporation ("General Instrument") is the
registered holder of 1,500,000 Common Shares and a warrant to purchase an
additional 1,000,000 Common Shares. The warrant is currently exercisable.
Pursuant to Rule 13d-1(d) of the Securities Exchange Act of 1934, as
amended, General Instrument would have been required to file a Schedule
13G with respect to such shares (including the shares underlying the
warrant) by February 14, 2000.
On January 5, 2000, pursuant to an agreement and plan of merger (the
"Agreement and Plan of Merger"), dated September 14, 1999, General
Instrument merged with and into Lucerne Acquisition Corp. ("Lucerne"), a
Delaware corporation and a wholly-owned subsidiary of Motorola (the
"Merger"). As a result of the Merger the separate corporate existence of
Lucerne ceased and General Instrument continued as the surviving
corporation as a wholly-owned subsidiary of Motorola. In connection with
the Merger, each outstanding share of General Instrument common stock was
exchanged for 0.575 shares of Motorola common stock, with cash in lieu of
any fractional Motorola shares that former General Instrument stockholders
would have otherwise received.
As a result of the Merger, General Instrument became a wholly-owned
subsidiary of Motorola and, therefore, Motorola became the sole beneficial
owner of the 2,500,000 Common Shares (including the 1,000,000 Common
Shares underlying the warrant) held by General Instrument, with the sole
voting and investment power with respect to such shares. Consequently,
Motorola has assumed the reporting obligations with respect to such
shares, and no statements on Schedule 13G or amendments will be filed by
General Instrument with respect to such shares.
(2) This beneficial ownership includes 1,500,000 Common Shares and 1,000,000
Common Shares represented by the currently exercisable warrants.
(3) Based on the number of Common Shares outstanding as of January 3, 2000 (as
reported in Dynamic Digital Depth Inc.'s Form 20-F filed with the SEC on
January 3, 2000), Motorola's percentage ownership (including the 1,000,000
Common Shares underlying the warrant) is 13.1% as of the date of this
filing.
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CUSIP No. 26784W106 Schedule 13G Page 4 of 5 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
2,500,000
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
2,500,000
(iv) shared power to dispose or to direct the disposition of
0
________________________________________________________________________________
Item 5. Ownership of five percent or less of a class:
Not Applicable
________________________________________________________________________________
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 reported 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. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect.
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CUSIP No. 26784W106 Schedule 13G Page 5 of 5 Pages
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: January 14, 2000 MOTOROLA, INC.
By: /s/ Carl F. Koenemann
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Name: Carl F. Koenemann
Title: Executive Vice President and
Chief Financial Officer
