AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2000
REGISTRATION NO. 333-88735
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MOTOROLA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 3663 36-1115800
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
1303 EAST ALGONQUIN ROAD
SCHAUMBURG, ILLINOIS 60196
(847) 576-5000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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CARL F. KOENEMANN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
MOTOROLA, INC.
1303 EAST ALGONQUIN ROAD
SCHAUMBURG, ILLINOIS 60196
(847) 576-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
PATRICIA A. VLAHAKIS, ESQ. CHARLES I. COGUT, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ MARIO A. PONCE, ESQ.
51 WEST 52ND STREET SIMPSON, THACHER & BARTLETT
NEW YORK, NEW YORK 10019-6150 425 LEXINGTON AVENUE
(212) 403-1000 NEW YORK, NEW YORK 10017
(212) 455-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [x] Registration No. 333-88735
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
2.1 Agreement and Plan of Merger, dated as of September 14, 1999, by and
among the Registrant, Lucerne Acquisition Corp. and General
Instrument Corporation (included as Appendix A to the prospectus
incorporated as part of this registration statement).*
4.1 Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(i)(b) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 2, 1994 (File No. 1-7221)).
4.2 Certificate of Designations, Preferences and Rights of Junior
Participating Preferred Stock, Series B (incorporated by reference to
Exhibit 3.3 to the Registrant's Registration Statement on Form S-3
dated January 20, 1999 (Registration No. 333-70827)).
4.3 By-laws, as amended through February 17, 1999 (incorporated by
reference to Exhibit 3.3 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 (File No. 1-7221)).
4.4 Rights Agreement, dated as of November 5, 1998 between the Registrant
and Harris Trust and Savings Bank, as Rights Agent (incorporated by
reference to Exhibit 1.1 to the Registrant's Amendment No. 1 to
Registration Statement on Form 8-A/A dated March 16, 1999 (File No.
1-7221)).
5.1 Opinion of Donald F. McLellan, Esq., Senior Transactions Counsel,
Motorola Corporate Law Department, as to the legality of the shares
being issued.*
8.1 Opinion of KPMG LLP regarding the federal income tax consequences of
the Merger.
8.2 Opinion of Simpson Thacher & Bartlett regarding the federal income
tax consequences of the Merger.
23.1 Consent of KPMG LLP (Registrant).*
23.2 Consent of Deloitte & Touche LLP (General Instrument and Next Level
Communications).*
23.3 Consent of KPMG LLP (Hits Access and Control Division).*
23.4 Consent of Donald F. McLellan, Senior Transaction Counsel, Motorola
Corporate Law Department (included in Exhibit No. 5.1).*
23.5 Consent of KPMG LLP (included in Exhibit No. 8.1).
23.6 Consent of Simpson Thacher & Bartlett (included in Exhibit No. 8.2).
24.1 Power of Attorney.*
99.1 Form of Proxy Card of General Instrument.*
99.2 Voting Agreement, dated as of September 14, 1999, from Liberty Media
Corporation to the Registrant and General Instrument (incorporated by
reference to Exhibit 99.1 to the Registrant's Current Report on Form
8-K dated September 16, 1999 (File No. 1-7221)).*
99.3 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.*
99.4 Consent of CIBC World Markets Corp.*
* Previously filed.
II-1
<PAGE>
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-4 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Schaumburg, Illinois, on this 6th day of January,
2000.
MOTOROLA, INC.
By: /s/ Carl F. Koenemann
----------------------------
Name: Carl F. Koenemann
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities indicated on January 6, 2000.
SIGNATURE TITLE
PRINCIPAL EXECUTIVE OFFICER:
Chairman of the Board and Chief
* Executive Officer
- - -----------------------------------
Christopher B. Galvin
PRINCIPAL FINANCIAL OFFICER:
Executive Vice President and
/s/ Carl F. Koenemann Chief Financial Officer
- - -----------------------------------
Carl F. Koenemann
PRINCIPAL ACCOUNTING OFFICER:
* Senior Vice President and
- - ----------------------------------- Controller
Anthony M. Knapp
DIRECTORS:
* Director
- - -----------------------------------
Ronnie C. Chan
* Director
- - -----------------------------------
H. Laurence Fuller
* Director
- - -----------------------------------
Robert W. Galvin
* Director
- - -----------------------------------
Robert L. Growney
II-2
<PAGE>
SIGNATURE TITLE
* Director
- - -----------------------------------
Anne P. Jones
* Director
- - -----------------------------------
Donald R. Jones
Director
- - -----------------------------------
Judy C. Lewent
* Director
- - -----------------------------------
Dr. Walter E. Massey
* Director
- - -----------------------------------
Nicholas Negroponte
* Director
- - -----------------------------------
John E. Pepper
* Director
- - -----------------------------------
Samuel C. Scott III
* Director
- - -----------------------------------
Gary L. Tooker
* Director
- - -----------------------------------
B. Kenneth West
* Director
- - -----------------------------------
Dr. John A. White
* By: /s/ Carl F. Koenemann
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Carl F. Koenemann
Attorney-in-Fact
II-3
EXHIBIT 8.1
[LETTERHEAD OF KPMG LLP]
January 5, 2000
Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, IL 60196
Re: Merger of Lucerne Acquisition Corp. with and into General
Instrument Corporation
Ladies and Gentlemen:
You have requested our opinion regarding certain federal income tax consequences
of the merger of Lucerne Acquisition Corp. ("Sub"), a Delaware corporation and a
wholly-owned subsidiary of Motorola, Inc. ("Motorola"), a Delaware corporation,
with and into General Instrument Corporation ("General Instrument"), a Delaware
corporation, pursuant to the Agreement and Plan of Merger dated as of September
14, 1999, by and among Motorola, Sub and General Instrument (the "Merger
Agreement", and such transaction, the "Merger").
In connection with rendering our opinion, we have examined the Merger Agreement
and such other documents as we have determined to be necessary for purposes of
this opinion. In addition, with your permission, we have examined and relied
upon certain representation letters of Motorola and General Instrument, copies
of which are attached hereto as Exhibits A and B (the "Representation Letters").
Our opinion is conditioned on, among other things, the initial and continuing
accuracy of the facts, information, covenants and representations set forth in
the documents referred to above. We have assumed the genuineness of all
signatures, the legal capacity of natural persons, and that the person who
affixed such signature to such documents had authority to do so. Moreover, we
have assumed the accuracy of all information contained in the documents
described above, but have not made any independent inquiry with regard thereto.
We have assumed the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified, telecopied or photostatic copies. We also have assumed that the
Merger will be structured as a reverse-subsidiary merger of Sub with and into
General Instrument, with General Instrument surviving, and will be consummated
in the manner contemplated by the Merger Agreement.
In rendering our opinion, we have considered the current provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
(proposed, temporary and final) promulgated thereunder, judicial decisions and
Internal Revenue Service rulings, all of which are subject to change, possibly
with retroactive application. A change in the authorities upon which our opinion
is based could affect our conclusions. Moreover, there can be no assurances that
any of the opinions expressed herein will be accepted by the Internal Revenue
Service or, if challenged, by a court.
<PAGE>
Based upon the foregoing, we are of the opinion that for federal income tax
purposes:
1. the Merger will be treated as a reorganization qualifying under
Section 368(a) of the Code, and Motorola, Sub and General Instrument
will each be a party to the reorganization;
2. no gain or loss will be recognized by Motorola, Sub or General
Instrument as a result of the Merger; and
3. no gain or loss will be recognized by the stockholders of General
Instrument who exchange their General Instrument Common Stock solely
for Motorola Common Stock pursuant to the Merger (except with
respect to cash received in lieu of a fractional share interest).
Except as set forth above, we express no opinion to any party as to the tax
consequences, whether federal, state, local or foreign, of the Merger or of any
other transaction contemplated by the Merger Agreement.
We consent to the filing of this opinion as an exhibit to your Form S-4.
However, we have rendered this opinion solely for your benefit. Accordingly, no
one else is entitled to rely upon this opinion without our express consent.
Very truly yours,
KPMG LLP
By: Melvin S. Adess
/s/ Melvin S. Adess
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EXHIBIT 8.2
[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
January 5, 2000
Re: Agreement and Plan of Merger
dated as of September 14, 1999 among
Motorola, Inc., Lucerne Acquisition Corp.,
and General Instrument Corporation
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General Instrument Corporation
101 Tournament Drive
Horsham, Pennsylvania 19044
Ladies and Gentlemen:
We have acted as special counsel to General Instrument Corporation, a
Delaware corporation (the "Company"), in connection with the proposed merger
(the "Merger") of Lucerne Acquisition Corp. ("Sub"), a Delaware corporation and
a direct, wholly-owned subsidiary of Motorola, Inc., a Delaware corporation
("Parent"), with and into the Company. At your request, and pursuant to Section
7.3(c) of the Agreement and Plan of Merger, dated as of September 14, 1999,
among Parent, Sub and the Company (the "Merger Agreement"), we are rendering our
opinion with respect to certain United States federal income tax consequences of
the Merger. All capitalized terms used but not defined herein have the meanings
ascribed to them in the Merger Agreement.
In acting as counsel to the Company in connection with the Merger, we
have, in preparing our opinion, as hereinafter set forth, participated in the
preparation of the Merger Agreement and the preparation and filing with the
Securities and Exchange Commission of the Prospectus contained in the Parent's
Registration Statement on Form S-4 relating to the proposed Merger pursuant to
the Merger Agreement (the "Registration Statement").
In rendering the opinion set forth below, we have assumed with your
consent that (i) the Merger will be effected in accordance with the Merger
Agreement, (ii) the representations made by Parent, Sub and the Company in
letters provided to us and to KPMG LLP, special tax advisors to Parent, dated as
of the date hereof, are true, correct and complete and will be true, correct and
complete as of the Effective Time and (iii) any representations made in such
letters "to the best knowledge of" or similarly qualified are true, correct and
complete without such qualification. We have also assumed that the
representations and warranties contained in the Merger Agreement, and statements
as to factual matters contained in the Registration Statement, are true, correct
and complete and will be true, correct and complete as of the Effective Time,
and that the parties have complied with and, if applicable, will continue to
comply with, the covenants contained in the Merger Agreement. We have examined
the documents referred to above and the originals, or duplicates or certified or
conformed copies, of such records, documents, certificates or other instruments
and made such other inquiries as in our judgment are necessary or appropriate to
enable us to render the opinion set forth below. We have not, however,
undertaken any independent investigation of any factual matter set forth in any
of the foregoing.
If the Merger is effected on a factual basis different from that
contemplated in the Merger Agreement, the opinion expressed herein may be
inapplicable. Our opinion is based on the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations, administrative interpretations and
judicial precedents as of the date hereof. If there is any subsequent change in
the applicable law or regulations, or if there are subsequently any new
applicable administrative or judicial interpretations of the law or regulations,
the opinion expressed herein may become inapplicable.
<PAGE>
Subject to the foregoing and to the qualifications and limitations
set forth herein, and assuming that the Merger will be consummated in accordance
with the Merger Agreement (and exhibits thereto) and the General Corporation Law
of the State of Delaware, we are of the opinion that, for federal income tax
purposes:
(1) the Merger will be treated as a reorganization qualifying under
the provisions of Section 368(a) of the Code, and Parent, Sub and
the Company will each be a party to such reorganization;
(2) no gain or loss will be recognized by Parent, Sub or the Company
as a result of the Merger; and
(3) no gain or loss will be recognized by the stockholders of the
Company who exchange their Company Common Stock solely for Parent
Common Stock pursuant to the Merger (except with respect to cash
received in lieu of a fractional share interest).
We express our opinion herein only as to those matters specifically
set forth above and no opinion should be inferred as to the tax consequences of
the Merger under any state, local or foreign law, or with respect to other areas
of United States federal taxation. We are members of the Bar of the State of New
York, and we do not express any opinion herein concerning any law other than the
federal law of the United States.
We hereby consent to the filing of this opinion as Exhibit 8.2 to the
Registration Statement and to the use of our name under the caption "Material
Federal Income Tax Consequences" in the Prospectus to the Registration
Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
