As filed with the Securities and Exchange Commission on May 4, 2000.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
MOTOROLA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-1115800
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1303 East Algonquin Road
Schaumburg, Illinois 60196
(Address of Principal Executive Offices)
MOTOROLA, INC.
OMNIBUS INCENTIVE PLAN OF 2000
(Full Title of the Plan)
Carl F. Koenemann Telephone number,
Executive Vice President and including area code,
Chief Financial Officer of agent for service:
Motorola, Inc. (847) 576-5000
1303 East Algonquin Road
Schaumburg, Illinois 60196
(Name and Address 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
Common Stock,
par value $3.00, 37,500,000 Shares $116.31 $4,361,625,000 $1,151,469
including
Preferred Stock
Purchase
Rights(3)
(1) An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with rule 457(c) and (h) under the Securities Act of 1933 on
the basis of the average of the high and low prices of the Common Stock
as reported on the New York Stock Exchange on April 27, 2000.
(3) 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, 1999, filed pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act").
(2) The Company's Current Reports on Form 8-K dated January
5, 2000 (as amended by Amendment No. 1 thereto filed on Form 8-K/A on March
17, 2000) and March 23, 2000 (as amended by Amendment No. 1 thereto filed
on Form 8-K/A on March 24, 2000).
(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 documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of
a post-effective amendment which indicates that all 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; (such documents and
the documents enumerated above being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents enumerated
above or subsequently filed by the registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 in each year
during which the offering made by this registration statement is in effect
prior to the filing with the Commission of the registrant's Annual Report
on Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this registration statement or be a part
hereof from and after the filing of such Annual Report on Form 10-K.
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 4. Description of Securities.
The securities to be offered are registered under Section 12(b)
of the 1934 Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 Registrant's Restated Certificate of Incorporation, as
amended, and its Directors' and Officers' Liability Insurance Policy
provide for indemnification of its directors and officers against certain
liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion and consent of McDermott, Will & Emery.
23(a) The consent of KPMG LLP.
23(b) The consent of McDermott, Will & Emery is included in Exhibit 5.
Item 9. Undertakings.
The 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), 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) That, for the purposes of determining any liability under
the Act, 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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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
undersigned 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 4th day of May, 2000.
MOTOROLA, INC.
By: /s/ Carl F. Koenemann
Carl F. Koenemann,
Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
Each of the 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 and in his name, place and stead, and in any
and all capacities, to execute and file any amendments, supplements or
statements with 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 and about the premises, as fully, to all intents and
purposes, as he 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 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, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 4th day of May, 2000.
Signature Title
/s/ Christopher B. Galvin Chairman of the Board and Chief
Christopher B. Galvin Executive Officer
(Principal Executive Officer)
/s/ Carl F. Koenemann Executive Vice President and
Carl F. Koenemann Chief Financial Officer
(Principal Financial Officer)
/s/ Anthony M. Knapp Senior Vice President and Controller
Anthony M. Knapp (Principal Accounting Officer)
/s/ Ronnie C. Chan Director
Ronnie C. Chan
/s/ H. Laurance Fuller Director
H. Laurance Fuller
/s/ Robert W. Galvin Director
Robert W. Galvin
/s/ Robert L. Growney Director
Robert L. Growney
/s/ Anne P. Jones Director
Anne P. Jones
/s/ Judy C. Lewent Director
Judy C. Lewent
/s/ Dr. Walter E. Massey Director
Dr. Walter E. Massey
/s/ Nicholas Negroponte Director
Nicholas Negroponte
/s/ John E. Pepper, Jr. Director
John E. Pepper, Jr.
/s/ Samuel C. Scott III Director
Samuel C. Scott III
/s/ Gary L. Tooker Director
Gary L. Tooker
/s/ B. Kenneth West Director
B. Kenneth West
/s/ Dr. John A. White Director
Dr. John A. White
EXHIBIT INDEX
Exhibit Number Description
5 Opinion and consent of McDermott, Will & Emery.
23(a) The Consent of KPMG LLP.
23(b) The Consent of McDermott, Will & Emery is included in
Exhibit 5.
(..continued)
Exhibit 5
[McDERMOTT, WILL & EMERY]
May 3, 2000
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
RE: 37,500,000 Shares of Common Stock (par value
$3.00) including Preferred Stock Purchase Rights
for Motorola, Inc. Omnibus Incentive Plan of 2000 (the "Plan")
Gentlemen:
We have acted as counsel for Motorola, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of 37,500,000 shares of the Company's
Common Stock, $3.00 par value (the "Common Stock"), which may be purchased
pursuant to the Plan and the related preferred stock purchase rights.
We have examined or considered:
1. A copy of the Company's Restated Certificate of
Incorporation.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of
Delaware, as of a recent date, as to the good standing of the
Company in that state.
4. A copy of resolutions duly adopted by the Board of Directors
of the Company relating to the Plan.
5. A copy of the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate
for the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock
under the Plan have been duly taken, and the Common Stock, upon
issuance, pursuant to the terms of the Plan, and the related
preferred stock purchase rights, will be duly authorized, legally and
validly issued, fully paid and nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the company as an Exhibit to
the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
(..continued)
Exhibit 23 (a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Motorola, Inc.:
We consent to 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 3, 2000
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