SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
MOTOROLA, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-1115800
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
1303 East Algonquin Road, Schaumburg, Illinois 60196
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so each class is to be registered
Registered
Preferred Stock Purchase Rights, New York Stock Exchange
with respect to Common Stock, Chicago Stock Exchange
par value $3 per share
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
NONE (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
This document contains 3 pages.
Item 1 of the Registrant's Registration Statement on Form 8-A dated
November 5, 1998, as amended on Form 8-A/A, Amendment No. 1, dated March
16, 1999, is amended to add the following paragraph as the next to last
paragraph of Item 1:
On February 29, 2000, the Board of Directors of Motorola, Inc. (the
"Company") declared a three-for-one stock split in the form of a 200
percent stock dividend (the "Stock Split") to be paid June 1, 2000,
to holders of the Company's common stock, par value $3 per share
("Common Shares"), of record at the close of business on May 15,
2000, subject to the approval by stockholders of an increase in the
number of shares of the Company's authorized Common Shares. This
increase was approved by stockholders at the Annual Meeting on May 1,
2000. In accordance with the Shareholder Rights Agreement adopted by
the Board of Directors on November 5, 1998, each share of Common
Shares is accompanied by one preferred share purchase right
("Right"). Prior to the Stock Split, each Right entitled the
registered holder to purchase from the Company one ten-thousandth of
a share of Junior Participating Preferred Stock, Series B, par value
$100 per share, of the Company ("Preferred Shares") at a purchase
price of $200 per one ten-thousandth of a Preferred Share ("Purchase
Price"), subject to adjustment. To reflect the Stock Split, effective
June 1, 2000, the number of outstanding Rights will automatically be
tripled so that one Right will be associated with each share of
Common Shares outstanding after the Stock Split. Each Right will
automatically be proportionately adjusted so that each Right will
entitle a holder to purchase one thirty-thousandth of a Preferred
Share. The Purchase Price for each one ten-thousandth of a Preferred
Share will remain $200 so that the price for each one thirty-
thousandth of a Preferred Share purchasable with each Right will be
$66.66, subject to adjustment.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 2 to the
registration statement on Form 8-A dated November 5, 1998, to be signed on
its behalf by the undersigned, thereto duly authorized.
MOTOROLA, INC.
Date: May 30, 2000 By: /s/ Carl F. Koenemann
Carl F. Koenemann
Executive Vice President and
Chief Financial Officer
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