<PAGE>
As filed with the Securities and Exchange Commission on May 16, 2000
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MOTOROLA, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-1115800
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1303 East Algonquin Road 60196
Schaumburg, Illinois (Zip Code)
(Address of Principal Executive Offices)
C-Port Corporation 1997 Stock Incentive Plan
(Full title of the plan)
----------------
Carl F. Koenemann
Executive Vice President and Chief Financial Officer
Motorola, Inc.
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)
----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered(1)(2) price per share (3) aggregate offering price (3) registration fee (3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Motorola, Inc.
Common Stock,
$3 Par Value (4) 95,449 shares (2) $90.41 $8,629,545 $2,279
====================================================================================================================================
</TABLE>
(1) Plus an indeterminate number of shares which may be required to be issued
or may be issued pursuant to Section 4(c) of the C-Port Corporation 1997
Stock Incentive Plan.
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended, on the
basis of the average of the high and low reported sales price of Motorola's
Common Stock on the New York Stock Exchange - Composite Tape on May 11,
2000.
(3) Includes the associated preferred stock purchase rights. Prior to the
occurrence of certain events, none of which have occurred as of this date,
the preferred stock purchase rights will not be evidenced separately from
the Common Stock.
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<PAGE>
EXPLANATORY NOTE
Motorola, Inc. ("Motorola" or the "Registrant"), hereby registers 95,449
shares of common stock, par value $3 per share, of Motorola ("Motorola Common
Stock"), and the associated rights (the "Rights") to purchase Junior
Participating Preferred Stock, Series B, par value $100 per share, in connection
with the C-Port Corporation 1997 Stock Incentive Plan (the "Plan"), and also
hereby registers an indeterminate number of shares of Motorola Common Stock (and
the associated Rights) which may be required to be issued or may be issued
pursuant to Section 4(c) of the Plan. On May 9, 2000, CP Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Motorola ("Merger Sub"),
merged (the "Merger") with and into C-Port Corporation, a Delaware corporation
("C-Port"), pursuant to the Agreement and Plan of Merger, dated as of February
17, 2000, by and among Motorola, Merger Sub and C-Port. Following the Merger,
Motorola Common Stock is substituted for the common stock of C-Port under the
Plan.
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, as amended (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 with the Securities and Exchange
Commission (the "Commission") (File No. 1-07221) are incorporated herein by
reference:
1. Motorola's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as filed with the Commission on
March 22, 2000.
2. Motorola's Current Reports on Form 8-K, as filed with the Commission
on January 6, 2000 (as amended by Amendment No. 1 thereto filed on
Form 8-K/A with the Commission on March 17, 2000) and March 23, 2000
(as amended by Amendment No. 1 thereto filed on Form 8-K/A with the
Commission on March 24, 2000).
3. The description of Motorola Common Stock contained in the Registration
Statement on Form 8-B, dated July 2, 1973, including any amendments or
reports filed with the Commission for the purpose of updating such
description.
4. The description of the Rights included in the Registration Statement
on Form 8-A, dated November 5, 1998, including any amendment or report
filed with the Commission for the purpose of updating such
description.
All other documents subsequently filed by Motorola pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all the
shares of the Motorola Common Stock offered hereby have been sold or which
deregisters all the shares of the Motorola Common Stock then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement 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
2
<PAGE>
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 this
Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Motorola Common Stock offered under the
Registration Statement is being passed upon for Motorola by Donald F. McLellan,
Vice President, Transactions, Motorola Corporate Law Department. As of May 12,
2000, Mr. McLellan owned 447 shares of Motorola Common Stock and held options
to purchase an additional 6,650 shares of Motorola Common Stock, of which
options to purchase 3,150 shares were 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. Motorola's Restated Certificate of Incorporation, as amended,
and its Directors' and Officers' Liability Insurance Policy provide for
indemnification of the directors and officers of Motorola against certain
liabilities.
Item 8. Exhibits.
Exhibit
Number Description
- ------ -----------
5.1 Opinion and consent of Donald F. McLellan, Esq., Vice President,
Transactions, Motorola Corporate Law Department, as to the validity of
the shares being issued.
23.1 The consent of KPMG LLP.
23.2 The consent of Donald F. McLellan, Esq., Vice President, Transactions,
Motorola Corporate Law Department, is included in Exhibit 5.1.
24.1 Power of Attorney (included on the signature page to this Registration
Statement).
3
<PAGE>
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Schaumburg, State of Illinois, on the 16th day of
May, 2000.
MOTOROLA, INC.
By: /s/ Christopher B. Galvin
----------------------------------------
Christopher B. Galvin
Chairman of the Board and Chief Executive
Officer
Each of the undersigned hereby constitutes and appoints Christopher B.
Galvin, Robert L. Growney, Carl F. Koenemann and Anthony M. Knapp, and each of
them, as attorneys for him or her and in his or her name, place and stead, and
in any and all capacities, to execute and file any amendments, supplements or
statements with respect to this Registration Statement, hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in an about the premises, as fully, to all intents and purposes, as he or
she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorney, or any of them, or their or his
or her substitute or substitutes, may or shall lawfully do, or cause to be done,
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Christopher B. Galvin
- ---------------------------- Chairman of the Board and May 16, 2000
Christopher B. Galvin Chief Executive Officer
(Principal Executive Officer)
/s/ Carl F. Koenemann
- ---------------------------- Executive Vice President and May 16, 2000
Carl F. Koenemann Chief Financial Officer
(Principal Financial Officer)
/s/ Anthony M. Knapp
- ---------------------------- Senior Vice President and May 16, 2000
Anthony M. Knapp Controller
(Principal Accounting Officer)
/s/ Ronnie C. Chan
- ---------------------------- Director May 16, 2000
Ronnie C. Chan
/s/ H. Laurance Fuller
- ---------------------------- Director May 16, 2000
H. Laurance Fuller
/s/ Robert W. Galvin
- ---------------------------- Director May 16, 2000
Robert W. Galvin
/s/ Robert L. Growney
- ---------------------------- Director May 16, 2000
Robert L. Growney
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Anne P. Jones
- ----------------------------- Director May 16, 2000
Anne P. Jones
/s/ Judy C. Lewent
- ----------------------------- Director May 16, 2000
Judy C. Lewent
/s/ Dr. Walter E. Massey
- ----------------------------- Director May 16, 2000
Dr. Walter E. Massey
/s/ Nicholas Negroponte
- ----------------------------- Director May 16, 2000
Nicholas Negroponte
/s/ John E. Pepper, Jr.
- ----------------------------- Director May 16, 2000
John E. Pepper, Jr.
/s/ Samuel C. Scott III
- ----------------------------- Director May 16, 2000
Samuel C. Scott III
/s/ Gary L. Tooker
- ----------------------------- Director May 16, 2000
Gary L. Tooker
/s/ B. Kenneth West
- ----------------------------- Director May 16, 2000
B. Kenneth West
/s/ Dr. John A. White
- ----------------------------- Director May 16, 2000
Dr. John A. White
<PAGE>
Exhibit 5.1
[Letterhead of Donald F. McLellan, Esq.]
May 16, 2000
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") of Motorola, Inc., a Delaware corporation (the "Company"), filed on
May 15, 2000 with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"). The Registration Statement
relates to up to 95,449 shares of the Company's Common Stock, $3 par value per
share (including the associated preferred stock purchase rights, the "Shares"),
which are to be issued from time to time by the Company in connection with the
exercise of stock options granted under the C-Port Corporation 1997 Stock
Incentive Plan (the "Plan") assumed by the Company in connection with the merger
on May 9, 2000 of CP Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of the Company ("Merger Sub"), with and into C-Port
Corporation, a Delaware corporation ("C-Port"), pursuant to the Agreement and
Plan of Merger dated as of February 17, 2000 by and among C-Port, the Company
and Merger Sub.
On February 29, 2000, the Company declared a 3-for-1 stock split in
the form of a stock dividend payable on June 1, 2000 to holders of the Company's
Common Stock of record on May 15, 2000. The Registration Statement will be
deemed to cover, pursuant to Rule 416 under the Securities Act, 286,347 shares
of the Company's Common Stock (including the associated stock purchase rights)
to give effect to the stock split, and for purposes of this opinion letter the
term "Shares" shall refer to such higher number covered by the Registration
Statement.
I have examined and am familiar with (i) the Company's Restated
Certificate of Incorporation, as amended, (ii) the Company's By-Laws, as
amended, and (iii) the corporate proceedings relating to the Registration
Statement. Upon the basis of the foregoing, and having satisfied myself as to
such other matters of law and fact as I consider relevant for the purposes of
this opinion, I advise you that, in my opinion, upon the exercise of the stock
options referred to above, the Shares will have been validly issued, fully paid
and non-assessable.
The foregoing opinion is limited to the General Corporation Law of the
State of Delaware. I express no opinion herein as to any other laws, statutes,
regulations or ordinances.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Interests of Named Experts and Counsel." 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.
Very truly yours,
/s/ Donald F. McLellan
Donald F. McLellan, Esq.
Vice President,Transactions
Motorola, Inc.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Motorola, Inc.:
We consent to the incorporation by reference in this registration statement on
Form S-8 of Motorola, Inc. of our reports dated January 17, 2000, except as to
Note 15, which is as of March 17, 2000, and our reports dated March 17, 2000,
with respect to the consolidated and supplemental consolidated balance sheets of
Motorola, Inc. and subsidiaries as of December 31, 1999, and 1998, and the
related consolidated and supplemental consolidated statements of operations,
stockholders' equity, and cash flows and the related consolidated and
supplemental consolidated financial statement schedule for each of the years in
the three-year period ended December 31, 1999, 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, 1999, or in the Form 8-K/A of Motorola, Inc.
dated March 24, 2000.
/s/KPMG LLP
Chicago, Illinois
May 15, 2000
