As filed with the Securities and Exchange Commission on May 31, 2000.
Registration No. 333-36308
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO 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)
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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 Price Fee
Common Stock,
par value $3.00, N/A (4) N/A (4) N/A(4) N/A (4)
including
Preferred Stock
Purchase
Rights(2)(3)
(1) An indeterminate number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
(2) Prior to the occurrence of certain events, the Preferred Stock Purchase
Rights will not be evidenced separately from the Common Stock.
(3) Includes an indeterminate number of interests related to the Common
Stock to be issued under the Plan, all of which are generally
nontransferable, including stock options and stock equivalents.
(4) Registration fee has already been paid.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
5 Opinion and consent of McDermott, Will & Emery.
23(b) The Consent of McDermott, Will & Emery is included in Exhibit 5.
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 30th day of May, 2000.
MOTOROLA, INC.
By: /s/ Anthony M. Knapp
Anthony M. Knapp,
Senior Vice President
and Controller
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 30th day of May, 2000.
Signature Title
/s/ Christopher B. Galvin* Chairman of the Board and Chief
Christopher B. Galvin Executive Officer
/s/ Carl F. Koenemann* Executive Vice President and
Carl F. Koenemann Chief Financial Officer
/s/ Anthony M. Knapp Senior Vice President and Controller
Anthony M. Knapp
/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
/s/ Anthony M. Knapp
*By: Anthony M. Knapp
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number Description
5 Opinion and consent of McDermott, Will & Emery.*
23(b) The Consent of McDermott, Will & Emery is included in
Exhibit 5.
*Filed herewith
(..continued)
